General Meeting

​The General Meeting of Shareholders is the highest decision making body of Fortum

Every shareholder has the right to attend the General Meeting, propose items for the agenda of the General Meeting and exercise his/her power of decision in matters belonging to the General Meeting by law, as stipulated in the Finnish Companies Act. Each share is entitled to one vote. A shareholder who is present at the General Meeting of Shareholders also has the right to request information on matters to be considered at the meeting. Before the end of each financial year Fortum states on the Annual General Meeting website and in the Investor Relations calendar the date by which a shareholder must declare his/her proposals to the General Meeting.

Decisions at the General Meeting of Shareholders are primarily made by a simple majority of votes. Such decisions include, for example, resolutions on the adoption of the financial statements, payment of dividends, discharging the members of the Board of Directors and the President and CEO from liability, appointment of the Board of Directors and the external auditors, and deciding on their remuneration.

In accordance with Fortum’s Articles of Association and the Finnish Companies Act, a notice to convene the General Meeting of Shareholders is issued by the Board of Directors. The notice is delivered no more than three months and no less than three weeks before the General Meeting of Shareholders by publishing the notice on the company’s website or in two newspapers chosen by the Board of Directors. The Annual General Meeting of Shareholders is to be held once a year, in June at the latest.

An Extraordinary General Meeting of Shareholders shall be held whenever the Board of Directors finds it necessary or when it is required by law to convene such a meeting.

Annual General Meeting 2019

Fortum Corporation's Annual General Meeting on 26 March 2019 adopted the Financial Statements and the Consolidated Financial Statements for the financial period 1 January-31 December 2018, and discharged from liability the members of the Fortum Board of Directors and the President and CEO for the year 2018.

The Annual General Meeting decided to pay a dividend of EUR 1.10 per share for the financial year that ended on 31 December 2018. The record date for the dividend payment was 28 March 2019 and the dividend payment date was 4 April 2019.

The Annual General Meeting confirmed the remuneration for Board service for the upcoming term as follows: EUR 75,000 per year for the Chairman, EUR 57,000 per year for the Deputy Chairman, EUR 40,000 per year for a Member, and EUR 57,000 per year for the Board member acting as the Chairman of the Audit and Risk Committee if he or she is not simultaneously acting as Chairman or Deputy Chairman of the Board. In addition, a fee of EUR 600 will be paid for each Board meeting and Board Committee meeting. For Board members living outside Finland in Europe, the fee for each meeting will be doubled, and for Board members living outside Europe, the fee for each meeting will be tripled. For Board members living in Finland, the fee for each Board and Board Committee meeting will be doubled for meetings held outside Finland and tripled for meetings held outside Europe. For Board and Committee meetings held as a telephone conference, the basic meeting fee will be paid to all members. No fee will be paid for decisions made without a separate meeting.

The Annual General Meeting decided that the number of the members in the Board of Directors will be nine. Mr Matti Lievonen was elected as Chairman, Klaus-Dieter Maubach as Deputy Chairman, and Ms Eva Hamilton, Mr Kim Ignatius, Ms Essimari Kairisto, Ms Anja McAlister, Mr Veli-Matti Reinikkala, Mr Marco Ryan and Mr Philipp Rösler as Members.

In addition, Deloitte Oy was re-elected as the auditor with Reeta Virolainen, APA, as the principal auditor. The auditor's fee is paid pursuant to an invoice approved by the company.

The Annual General Meeting authorised the Board of Directors to decide on the repurchase and disposal of the company's own shares up to maximum of 20,000,000 shares, which corresponds to approximately 2.25 per cent of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation. It was also decided that own shares cannot be repurchased or disposed for the purposes of the company's incentive and remuneration schemes. These authorisations cancelled the authorisations resolved by the Annual General Meeting of 2018 and they will be effective until the next Annual General Meeting and in any event no longer than for a period of 18 months. The authorisations have not been used as of 26 April 2019.

The Annual General Meeting authorised the Board of Directors to decide on contributions in the total maximum amount of EUR 500,000 for charitable or similar purposes, and to decide on the recipients, purposes and other terms of the contributions. The authorisation will be effective until the next Annual General Meeting. The authorisation has not been used as of 26 April 2019.

All resolutions were taken without voting.

Board decisions

At the meeting held after the Annual General Meeting 2019, Fortum’s Board of Directors elected to the Nomination and Remuneration Committee Matti Lievonen as Chairman and Eva Hamilton, Klaus-Dieter Maubach and Anja McAlister as members. Furthermore, the Board elected to the Audit and Risk Committee Kim Ignatius as Chairman and Essimari Kairisto, Veli-Matti Reinikkala, Marco Ryan and Philipp Rösler as members.

AU18

General Meetings' materials in archive

AU8

Annual General Meeting page