Fortum Corporation STOCK EXCHANGE RELEASE 1(5)
11 March 2005
NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of Fortum Corporation are invited to the Annual General Meeting
to be held on Thursday, 31 March 2005 at 11.00 am, at Finlandia Hall (concert
hall), address: Mannerheimintie 13 e, Helsinki. Entrance Mannerheimintie door M4
and Karamzininkatu door K4. Registration of shareholders who have notified the
company of their attendance begins at 9.45 am. The Annual General Meeting will
be conducted in Finnish and interpreted simultaneously into Swedish and English.
The following items are on the agenda of the Annual General Meeting:
1. Matters to be resolved by the Annual General Meeting pursuant to Article 18
of the Articles of Association
Payment of dividend in cash
The Board of Directors proposes to the Annual General Meeting that, in addition
to the distribution of shares as a dividend (as proposed below in section 2), a
dividend in cash of EUR 0.58 per share be paid for the financial year ending 31
December 2004. The dividend will be paid to those shareholders who, on the
record date for dividend payment, 5 April 2005, are registered in the register of
shareholders of the company, maintained by the Finnish Central Securities
Depository Ltd. The dividend payment date is 15 April 2005, with the dividend
paid in cash entered on the shareholders' accounts on 18 April 2005.
Composition of the Board of Directors
The shareholders' Nomination Committee, appointed at the Annual General Meeting
on 25 March 2004, proposes to the Annual General Meeting that among the present
board members Peter Fagernäs be re-elected as Chairman, Birgitta Kantola as Vice
Chairman and Birgitta Johansson-Hedberg, Lasse Kurkilahti and Erkki Virtanen as
members, and Matti Lehti, President of TietoEnator Corporation, and Marianne
Lie, Director General of the Norwegian Shipowners' Association, be elected as new
members. All the candidates have given their consent to the task.
The Nomination Committee proposes that the emoluments for the Board of Directors
are the following: for the Chairman, EUR 55,000 annually; for the Vice Chairman,
EUR 42,000 annually; and for members, EUR 30,000 annually. The Committee also
proposes a fee of EUR 500 per meeting, which will also be paid for attending
meetings of the Board's Committees.
On the recommendation of the Audit Committee, the Board of Directors proposes
that the current auditor of the company, PricewaterhouseCoopers Ltd, which is an
audit firm certified by the Central Chamber of Commerce, be re-elected to act as
the auditor. The term of office of the auditor expires at the end of the first
Annual General Meeting following the election.
2. Proposal of the Board of Directors to distribute Neste Oil Corporation shares
as a dividend
According to the view of the Board of Directors of Fortum Corporation, the
business of Neste Oil Corporation carrying out oil business activities can be
best improved by separating the company from the Fortum Group and seeking to
list its shares on Helsinki Stock Exchange.
The separation is proposed to be implemented by the distribution of
approximately 85 per cent of Neste Oil Corporation shares as a dividend, and by the sale of
approximately 15 per cent of the shares to the public and to institutional
investors in Finland and, with certain restrictions, abroad. After these
measures the State of Finland would own 50.1 per cent of Neste Oil Corporation shares.
This outcome is in line with the government proposal (HE 94/2003) on state
ownership of shares in the company which carries out the oil business activity
of Fortum, which was approved by the Finnish Parliament on 3 December 2003.
As a consequence of the above, the Board of Directors proposes to the Annual
General Meeting that the Annual General Meeting resolves to distribute as a
dividend altogether 217,963,549 Neste Oil Corporation shares so that each
shareholder of Fortum Corporation receives as a dividend one (1) Neste Oil
Corporation share for each four (4) Fortum Corporation shares, which have a par
value of EUR 3.40 owned by the shareholder.
The share dividend will be paid to those shareholders of Fortum Corporation who,
on the record date for dividend payment, 5 April 2005, are registered in the
register of shareholders of the company, maintained by the Finnish Central
Securities Depository Ltd. The payment date of the share dividend is 15 April
2005, with the shares distributed as dividend entered on the shareholders' book-
entry accounts on or about 18 April 2005.
A prerequisite for the payment of the dividend is that Neste Oil Corporation
shares have been admitted for trading on the Helsinki Stock Exchange.
In the case of a shareholder of Fortum Corporation who, due to the above
mentioned dividend distribution ratio, is, for each specific book-entry account,
entitled to receive as a dividend a fraction of a share in Neste Oil
Corporation, a corresponding proportion of the share's value which is determined at the time
of the offering of shares will be paid to the dividend receiver in cash. An
amount corresponding to the fractions will be paid to the accounts of
shareholders entitled to fractions on 18 April 2005. Fractions of shares will be
combined into entire shares and they will be sold as a part of the sale of
shares or immediately after Neste Oil Corporation shares have been admitted for trading
on the Helsinki Stock Exchange.
To those shareholders who have not transferred their shares to the book-entry
system, the dividend will be paid after their shares have been transferred to
the book-entry system. The share dividend will be paid in cash to those shareholders
whose shares have not been registered to the book-entry account on the record
Fortum Corporation shall be liable for any transfer tax levied on the
distribution of the dividend.
As the payer of the dividend, Fortum Corporation is obliged to pay tax at source
or withholding tax levied on the total amount of the share dividend and the
dividend paid in cash. The tax will be deducted from the dividend paid in cash.
3. Proposal of the Board of Directors to amend Articles 2, 6, 8, 9, 11, 13 and
18 of the Articles of Association
The main content of the amendments is the following:
- It is proposed to delete the following from the article pertaining to the
company's field of activity (2 §): the production, procurement, transmission,
distribution and sale of oil as well as carrying out activities in the oil and
chemical industries and trade and merchant shipping.
- The Supervisory Board consists of no less than six (6) members and of no more
than twelve (12) members. A person who has reached the age of 68 years may not
be elected to the Supervisory Board or to the Board of Directors (6 § and 8 §).
- The provision stating that the Board of Directors may decide on the sale of
the shares of the company, established through the demerger of Fortum Oil and Gas Oy
and engaged in the oil business, only if so authorised in advance by the Annual
General Meeting, is deleted from the article pertaining to the duties of the
Board of Directors (9 §).
- The right of the Chairman of the Board of Directors to sign alone for the
company is deleted from the article pertaining to signing for the company (11
- The article pertaining to the auditors (13 §) is amended so that the company
has one regular auditor, which shall be an audit firm certified by the Central
Chamber of Commerce. The reference to an auditor's age limit is deleted from the
article. Sub-sections 7-12 of Article 18 are amended to correspond to the fact
that the company has only one auditor.
The amendment of articles 2 and 9 of the Articles of Association shall become
valid and can be implemented only if the distribution of Neste Oil Corporation
shares as a dividend, as mentioned above in section 2, is fulfilled according to
the proposal of the Board of Directors.
4. Proposal of the Board of Directors to establish a foundation under the name
of Fortumin Taidesäätiö and to donate its first capital
5. Proposal of the shareholder George Jauhiainen to dissolve the Supervisory
6. Proposal of the State of Finland to appoint the Nomination Committee
The State of Finland, represented by the Ministry of Trade and Industry,
proposes that the Annual General Meeting resolves to appoint a Nomination Committee to
prepare proposals concerning Board members and their emoluments for the
following Annual General Meeting. The Nomination Committee would consist of the Chairman
of the Board of Directors, acting as an expert member, and the representatives of
the three main shareholders. The three shareholders whose share of the total
votes of all the shares of the company is largest on the date of 1 December
preceding the Annual General Meeting would be entitled to appoint the members
representing the shareholders. The Nomination Committee would be convened by the
Chairman of the Board of Directors and the Committee would choose a chairman
from among its own members. The Committee should give its proposal for the members of
Board of Directors of the company by 1 February at the latest preceding the
Annual General Meeting.
The Financial Statements release of the company and the proposals mentioned
above in sections 2-4 will be available to shareholders on Fortum's website
(www.fortum.com) from 15 March 2005 at the latest.
The Financial Statements and the other documents with their appendices are also
to be seen from 22 March 2005 at the company's head office, address
Keilaniementie 1, 02150 Espoo. Copies of these documents can be sent on request
to shareholders (telephone number +358 (0)10 452 9151 or by email
Right to attend the Annual General Meeting
Shareholders who are registered on 21 March 2005 in the register of shareholders
of the company, maintained by the Finnish Central Securities Depository Ltd, are
entitled to attend the Annual General Meeting.
Shareholders who hold their shares under the name of a nominee can be
temporarily registered in the register of shareholders of the company on 21 March 2005 to
allow attendance at the Annual General Meeting.
Shareholders wishing to attend the Annual General Meeting must notify the
company of their attendance by 4.00 pm (Finnish time) on 23 March 2005 at the latest
- by phone on +358 (0) 10 452 9460,
- by fax on +358 (0) 10 262 2727,
- by email to firstname.lastname@example.org, or
- by letter to Rita Lagerstedt, Fortum Corporation, P.O. Box 1, FI-00048 FORTUM,
Notifications must arrive by 4.00 pm (Finnish time) on 23 March 2005 at the
Powers of attorney
Any powers of attorney should be delivered with notifications so that they also
arrive by 4.00 pm (Finnish time) on 23 March 2005 at the latest.
Espoo, 10 March 2005
Board of Directors
Senior Vice President, Corporate Communications
Helsinki Stock Exchange