Annual General Meeting 2020

Time and venue

The shareholders of Fortum Corporation are invited to the Annual General Meeting to be held on Thursday, 23 April 2020, starting at 2:00 p.m. (EET) at the company headquarters, address Keilalahdentie 2-4, Espoo, Finland.

Registration for the meeting begins on 30 March 2020. Register online

The complete notice to the Annual General Meeting of Shareholders of Fortum Corporation, the agenda, the proposals of the Board of Directors to the AGM and the other AGM documents can be found at the bottom of this page.

Precautionary measures related to the coronavirus situation

Fortum takes the coronavirus situation very seriously and aims to ensure the best interests of the company and its shareholders by holding the Annual General Meeting on 23 April 2020. By holding the meeting, the Annual General Meeting can decide on the payment of the approximately EUR 977 million dividend proposed by the Board of Directors. The largest shareholders of Fortum Corporation include, among others, the State of Finland and mutual pension insurance companies.

Fortum will impose several precautionary measures to be able to hold the meeting and to ensure the safety of the persons who have to be present at the meeting. The meeting shall be kept as short as possible, and all presentations prepared in advance will be shortened significantly. The company will publish a more comprehensive video review by the President and CEO on its website prior to the meeting.

Fortum urges shareholders to avoid attending the Annual General Meeting at the meeting venue. Due to the coronavirus epidemic, the Annual General Meeting can only be held if the number of participants at the meeting is so low that the meeting can be held in compliance with the instructions given by authorities. Therefore, the company recommends that shareholders vote in advance or alternatively authorise Merilampi Attorneys Ltd. to represent them at the meeting (free of charge). The shareholders can follow the meeting via a live video stream. It is possible for those shareholders who have voted in advance or issued a power of attorney to pose questions to the company in advance until 4:00 p.m. 14 April 2020 regarding matters to be considered at the meeting. The company may consider the questions received when preparing proposals for the General Meeting and aims at responding to them at the meeting to the extent possible. A template power of attorney as well as further instructions for the authorisation, advance voting, video stream service and posing questions can be found below.

Under the circumstances, to ensure the decision-making process and to shorten the length of the meeting, the company has received an advance notice from the largest shareholders representing a majority of all the shares in the company that they support the proposals of the Board of Directors to the Annual General Meeting, the statement of the Board of Directors on agenda item 20, and the proposals of the Shareholders' Nomination Board to the Annual General Meeting.  

No refreshments will be served nor meeting materials distributed in connection with the meeting. Fortum follows all instructions given by authorities and will update its instructions regarding the Annual General Meeting if necessary. The company will disclose separately should there be further instructions for the meeting.

The right to participate and registration

Each shareholder who is registered on 9 April 2020 in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the Annual 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 wishes to participate in the Annual General Meeting shall register for the meeting no later than by 4:00 p.m. (EET) on 14 April 2020.

Registration can be done as of 30 March 2020:

  1. online
  2. by phone +358 (0) 20 770 6905 (on working days from 9:00 a.m. to 4:00 p.m.); or
  3. by post addressed to Fortum Corporation, Corporate Legal Affairs/AGM, P.O. Box 100, 00048 FORTUM, Finland.

Fortum strongly recommends that shareholders primarily register through the website or by phone, as in the current situation the company has difficulties to follow incoming mail regularily due to e.g. remote-work recommendations.

In connection with the registration, the shareholder shall notify his/her name, personal identity code, address, telephone number and the name of his/her assistant and proxy representative, and the personal identity code of his/her proxy representative, if any. In case the shareholder chooses to register online, he/she shall provide the identification information required by the service. Any personal data disclosed to the company by a shareholder will only be used in connection with the Annual General Meeting and the necessary registrations related to the Annual General Meeting.

The shareholder, his/her representative or proxy representative shall be able to prove his/her identity and/or right of representation at the meeting venue.

Registrations submitted to the cancelled Annual General Meeting, convened to be held on 17 March 2020, will not be valid for this Annual General Meeting, therefore, previously registered shareholders must also re-register.

Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which he/she would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd on the record date of the Annual General Meeting, 9 April 2020. In addition, the right to participate in the Annual General Meeting requires that the shareholder, on the basis of such shares, has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd by 10:00 a.m. (EET) on 20 April 2020 at the latest. For the nominee registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request well in advance the necessary instructions regarding the registration in the temporary shareholders' register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. For the sake of clarity, it is noted that holders of the nominee registered shares cannot directly register for the Annual General Meeting on Fortum's website, but must register via a custodian bank.The account management organisation of the custodian bank has to register a holder of the nominee registered shares who wishes to participate in the Annual General Meeting into the temporary shareholders' register of the company by the time stated above at the latest.

Proxy representatives and powers of attorney

The company urges shareholders to avoid attending the Annual General Meeting at the AGM venue. Instead, the company recommends that shareholders vote in advance or alternatively authorise Merilampi Attorneys Ltd. to represent them free of charge at the meeting. However, also shareholders wishing to authorise a proxy or submit their votes in advance are required to register for the meeting as described above, even if they do not attend the meeting at the meeting venue themselves. By authorising Merilampi Attorneys Ltd, shareholders can exercise their rights at the Annual General Meeting through a representative.

A template power of attorney can be found below, and it is possible to specify item by item, how the representative shall act and possibly vote in the meeting.The template power of attorney for authorising Merilampi Attorneys Ltd. shall be delivered in either by e-mail attachment (e.g. PDF) to [email protected], or by regular mail to address: Merilampi Attorneys Ltd,  Keskuskatu 7, 00100 HELSINKI, Finland, before the last date and time for registration.

A shareholder may also participate in the Annual General Meeting and exercise his/her rights at the meeting by way of third-party 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 Annual General Meeting. Proxy documents and powers of attorney for authorising a third-party proxy representative should be delivered by e-mail to [email protected], or by mailing the documents to the following address: Fortum Corporation, Corporate Legal Affairs/AGM, P.O. Box 100, 00048 FORTUM, Finland before the last date and time for registration. The original proxy document should be presented at the Annual General Meeting at the latest, if required.

Advance voting service

A shareholder, who has a Finnish book-entry account, may vote in advance on certain items on the agenda of the Annual General Meeting through the Euroclear Finland online service from March 30, 2020 until April 14, 2020 at 4:00 p.m. (EET). Unless a shareholder who is voting in advance is present in person or by proxy in the meeting, he/she may not be able to exercise his/her right under the Finnish Limited Liability Companies Act to request information or a vote in the meeting, and should decision proposals regarding certain agenda item change after the beginning of the advance voting period, his/her possibility to vote on such item may be restricted.The Finnish personal identity code or business ID and book-entry account number of the shareholder is needed for voting in advance. The book-entry account number can be found, e.g., in the book-entry account statement.

Through the advance voting service, a shareholder may vote in advance without attending the meeting. Advance votes will be taken into account if a vote is held at the meeting and if the ownership is entered into the shareholders' register of the company held by Euroclear Finland Oy on the record date of the Annual General Meeting, 9 April 2020.

A shareholder may comment on matters of his/her choice and change his/her pre-cast votes during the pre-voting period and may continue to browse the pre-cast votes even after the Annual General Meeting. The shareholder may also print out a confirmation of the votes he/she has given in advance.

The shareholder is connected to the electronic Annual General Meeting through a secure internet connection. The communication connection used is encrypted using SSL technology, which is commonly used, e.g., by online banks.

Watching the Annual General Meeting via a video link and sending questions in advance

Shareholders who have registered for the Annual General Meeting by the due date may follow the meeting via a video link. The video link is personal and shall be ordered by April 23 2020 at 13:00 through the link below. Subscribing to the video connection link requires a strong identification with the Finnish bank code or mobile certificate. Owners of nominee registered shares cannot subscribe the video link.

The shareholder will not attend the meeting by following it via a video link. In addition, he/she may not participate in a vote through the video link, even if he/she has registered for the meeting. Thus this is not a case of remote participation under the Finnish Companies Act, but a possibility to follow the general meeting by video link.

Link to order the video/sending questions.

It is possible for those shareholders who have voted in advance or issued a power of attorney to pose questions to the company in advance regarding the matters to be considered at the meeting until 4:00 p.m. EET 14 April 2020. The company may consider the questions received when preparing proposals for the General Meeting and aims at responding to them at the meeting to the extent possible.

Other information

Information pertaining General Meetings laid down in the Finnish Companies Act and the Securities Markets Act is available here.

Any changes in the ownership of shares that have occurred after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder at the Annual General Meeting.

Pursuant to Chapter 5 Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of the notice to the Annual General Meeting, 30 March 2020, the total number of shares in Fortum Corporation, and votes represented by such shares, is 888,294,465.

Meeting materials:

Notice to the Annual General Meeting 2020

Proposal by the Board of Directors for the use of profit

Proposals of the Shareholders Nomination Board

Proposal by the Board of Directors for the remuneration of the auditor

Proposal by the Board of Directors for the election of the auditor

Proposal by the Board of Directors on the repurchase of the company's own shares

Proposal by the Board of Directors on the disposal of the company's own shares

Proposal by the Board of Directors on charitable contributions

WWF proposal for Fortum AGM

Statement of the Board on WWF proposal for Fortum AGM 2020

New board candidates' CVs:

Teppo Paavola CV

Annette Stube CV

Other materials:

Power of attorney - voting instructions

Fortum Remuneration Policy for Governing Bodies

Financials 2019 (incl. financial statements and operating and financial review)

Governance 2019

Remuneration 2019

Privacy notice

Varsinainen yhtiökokous 2020 sivulle

AU18

Materials of Fortum's General Meetings in archive