FORTUM CORPORATION STOCK EXCHANGE RELEASE 1 February 2012 at 9.05 EET
The shareholders of Fortum Corporation are invited to the Annual General
Meeting to be held on Wednesday, 11 April 2012, starting at 14:00 EET at
Finlandia Hall, address: Mannerheimintie 13 e, Helsinki, Finland. Entrance:
Mannerheimintie door M4 and Karamzininkatu door K4. The reception of
shareholders who have registered for the meeting will commence at 13:00 EET.
A. Matters on the agenda of the general meeting
At the general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the consolidated financial
statements, the operating and financial review and the auditor’s report for the
• Review by the Managing Director
7. Adoption of the financial statements and consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
• The Board of Directors proposes that a dividend of EUR 1.00 per share be
paid based on the adopted balance sheet for the financial year that ended on 31
December 2011. The dividend shall be paid to the shareholders who on the record
date of the dividend payment, 16 April 2012, are recorded in the shareholders’
register held by Euroclear Finland Ltd. The Board of Directors proposes that
the dividend be paid on 23 April 2012.
9. Resolution on the discharge from liability of the members of the Supervisory
Board for the time period 1 January - 4 April 2011 and of the members of the
Board of Directors and the Managing Director for the whole year 2011
10. Resolution on the remuneration of the members of the Board of Directors
• The Shareholders’ Nomination Board proposes that the fees to be paid to
the members of the Board of Directors are as follows: for the chairman, EUR
75,000 per year; for the deputy chairman, EUR 57,000 per year; and for each
member, EUR 40,000 per year, as well as for the chairman of the Audit and Risk
Committee EUR 57,000 per year if he or she is not at the same time acting as
chairman or deputy chairman. For each meeting of the Board of Directors a fee
of EUR 600 is proposed, which will be paid also for the meetings of the
committees. For Board members living outside Finland in Europe, the fee for
each meeting is proposed to be doubled and for a Board member living outside
Europe, the fee for each meeting is proposed to be tripled. Travel expenses of
the members of the Board of Directors shall be compensated for in accordance
with the company’s travel policy.
11. Resolution on the number of members of the Board of Director
• The Shareholders’ Nomination Board proposes that the Board of Directors
shall consist of eight (8) members.
12. Election of the chairman, deputy chairman and members of the Board of
• The Shareholders’ Nomination Board proposes that Sari Baldauf be
re-elected as chairman and Christian Ramm-Schmidt as deputy chairman, and that
members Minoo Akhtarzand, Heinz-Werner Binzel, Ilona Ervasti-Vaintola and
Joshua Larson be re-elected. The Shareholders' Nomination Board proposes that
Kim Ignatius and Veli Sundbäck be elected as new members of the Board of
Biographical details of Kim Ignatius and Veli Sundbäck are available at Fortum
Corporation's website www.fortum.com/agm.
13. Resolution on the remuneration of the auditor
• On the recommendation of the Audit and Risk Committee, the Board of
Directors proposes that the auditor’s fee is paid pursuant to invoice approved
by the company.
14. Election of auditor
• On the recommendation of the Audit and Risk Committee, the Board of
Directors proposes that Deloitte & Touche Ltd, chartered public accountants, is
elected as the auditor and that the general meeting request the auditor to give
a statement on the adoption of the financial statements, the granting of
discharge from liability and the Board of Directors’ proposal for distribution
15. Proposal by the State of Finland to appoint a Nomination Board
• The State of Finland proposes that the general meeting resolve to appoint
a Nomination Board to prepare proposals concerning Board members and their
remuneration for the following annual general meeting. The Nomination Board
will consist of the representatives of the three main shareholders and, in
addition, as expert member the chairman of the Board of Directors. The three
shareholders whose shares represent the largest number of the votes of all
shares in the company on the 1st day of November preceding the annual general
meeting will have the right to appoint the members representing the
shareholders. Should a shareholder not wish to use its right to nominate, this
right will be passed on to the next biggest shareholder. The largest
shareholders will be determined on the basis of the ownership information
registered in the book-entry system. In case an owner is required under the
Securities Markets Act to report certain changes in ownership (when flagging by
shareholder is required), for example when the ownership is distributed among
various funds, the ownership will be counted as one holding if the owner so
requests by the Board of Directors in writing no later than on 29 October 2012.
The Nomination Board will be convened by the chairman of the Board of
Directors, and the Nomination Board will choose a chairman from among its own
The Nomination Board shall give its proposal to the Board of Directors of the
company at the latest on 1 February preceding the annual general meeting.
B. Documents of the general meeting
The proposals for the decisions on the matters on the agenda as well as this
notice are available on Fortum Corporation’s website (www.fortum.com/agm).
Fortum Corporation's financial statement, consolidated financial statement,
operating and financial review and auditor's report are available on the
above-mentioned website no later than 21 March 2012. The proposals for
decisions to the general meeting and the other above-mentioned documents are
also available at the meeting. Copies of these documents and of this notice
will be sent to shareholders upon request (please send an e-mail to
email@example.com or telephone +358 (0) 10 452 9151 between 10:00
EET – 14:00 EET).
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 28 March 2012 in the shareholders’
register of the company held by Euroclear Finland Ltd has the right to
participate in the general meeting. A shareholder whose shares are registered
on his/her personal Finnish book-entry account is registered in the
shareholders’ register of the company.
A shareholder who is registered in the company’s shareholders’ register and who
wants to participate in the general meeting shall register for the meeting no
later than by 16:00 EET on 4 April 2012 by giving a prior notice of
registration, which shall be received by the company no later than on the
above-mentioned date. Registration can be done as of 3 February 2012:
a) on Fortum’s website www.fortum.com/agm;
b) by phone +358 (0) 10 452 9460 (on working days from 8:00 EET to 18:00 EET);
c) by fax +358 (0) 10 262 2727; or
d) by letter to Fortum Corporation, Corporate Legal Affairs/AGM, P.O. Box 1,
00048 FORTUM, Finland.
In connection with the registration, the shareholder shall notify his/her name,
address, telephone number and the name of a possible assistant. In case the
shareholder uses the possibility to register via the website, he/she shall
provide the identification information required by the service.
The shareholder, his/her representative or proxy representative shall, where
necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she, on the record
date of the general meeting, 28 March 2012, would be entitled to be registered
in the shareholders' register of the company held by Euroclear Finland Ltd. The
right to participate in the general meeting requires, in addition, that the
shareholder on the basis of such shares has been registered into the temporary
shareholders’ register held by Euroclear Finland Ltd. at the latest by 10:00
EET (Finnish time) on 4 April 2012. For nominee registered shares, this
constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request well in advance the
necessary instructions regarding the temporary registration in the
shareholders' register, the issuing of proxy documents and registration for the
general meeting from his/her custodian bank. The account management
organisation of the custodian bank has to register a holder of the nominee
registered shares, who wants to participate in the general meeting, into the
temporary shareholders' register of the company at the latest by the time
Further information on these matters can also be found on the company’s website
3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her
rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
general meeting. When a shareholder participates in the general meeting by
means of several proxy representatives representing the shareholder, the shares
by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the general meeting.
Proxy documents should be delivered in originals to Fortum Corporation,
Corporate Legal Affairs/AGM, P.O. Box 1, 00048 FORTUM, Finland before the last
date and time for registration.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting.
On the date of this notice to the general meeting, 31 January 2012, the total
number of shares in Fortum Corporation, and votes represented by such shares,
Finlandia Hall can be reached by tram (numbers 4, 7 and 10; the stop at the
National Museum of Finland) and bus lines going via Mannerheimintie.
Shareholders arriving by car are advised to leave their cars in the parking
area (limited number of parking spaces available) behind Finlandia Hall. The
parking area can be accessed from Mannerheimintie via Karamzininkatu. Parking
spaces (3 places) for people with disabilities are available in front of
Finlandia Hall on the Mannerheimintie side. These parking spaces can be
accessed from Mannerheimintie by turning at the traffic sign for Villa
In Espoo, 31 January 2012
The Board of Directors
NASDAQ OMX Helsinki