General Meeting

Extraordinary General Meeting of Fortum Corporation

The Extraordinary General Meeting (“General Meeting”) of Fortum Corporation (“Company”) will be held on Wednesday 23 November 2022, starting at 12:00 a.m. (EET) at the Helsinki House of Culture (Finnish: Helsingin Kulttuuritalo), address Sturenkatu 4, Helsinki, Finland. The reception of the shareholders who have registered for the meeting will commence at 10:30 a.m. (EET). No refreshments will be served in connection with the General Meeting.

The shareholders of the Company have the opportunity to exercise their voting rights also by voting in advance. In addition, the shareholders can follow the General Meeting online via webcast on this page.

Shareholders are kindly asked to take into account that the parking space available at the General Meeting venue and its vicinity is limited. Therefore, the Company encourages the shareholders who wish to attend the General Meeting at the venue to arrive with public transport, or alternatively, make use of the advance voting and webcast.

Further instructions regarding the General Meeting are provided below.

The complete notice to the General Meeting including the agenda, the proposal of the Board of Directors to the General Meeting and other General Meeting documents can be found at the bottom of this page.

The Company’s January–September 2022 interim report will be published on 10 November 2022, and will thereafter be available on this page.

Important General Meeting Dates

26 September 2022 at 9.00 a.m. (EEST) General Meeting notice published

3 October 2022 at 10.00 a.m. (EEST) Registration and advance voting begin

11 November 2022 General Meeting record date

16 November 2022 at 4:00 p.m. (EET) Registration and advance voting ends (for shareholders with a Finnish book-entry account or equity savings account)

18 November 2022 at 10:00 a.m. (EET) Registration ends (for nominee-registered shareholders)

23 November 2022 at 12.00 a.m. (EET) Extraordinary General Meeting, reception starts at 10.30 a.m. (EET)

7 December 2022 General Meeting Minutes available on this page at the latest

 

Instructions for the participation in the General Meeting

Right to participate, registration and advance voting

Each shareholder, who on the record date of the General Meeting, 11 November 2022 is registered in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account or equity savings account, is automatically registered in the shareholders' register of the Company.

A shareholder who is registered in the shareholders' register of the Company and wishes to participate in the General Meeting shall register for the meeting no later than on 16 November 2022 at 4:00 p.m. (EET) by giving a prior notice of participation. The notice must be received before the expiration of the above mentioned registration period.

The shareholders’ registration for the General Meeting and the advance voting period commences on 3 October 2022 at 10:00 a.m. (EEST).

Shareholders can register for the General Meeting and vote in advance in the following ways:

a) online athttps://egm.apk.fi/eGM/gm/6166393311_en/faces/jsp/login/login.xhtml

For natural persons, electronic registration and electronic advance voting requires secure strong electronic authentication, and a shareholder may register and vote by logging in using their personal Finnish online banking credentials or a mobile certificate.

For shareholders that are legal entities, electronic registration and electronic advance voting does not require strong electronic authentication. However, the shareholder shall provide the number of its Finnish book entry account and other information required. If a shareholder that is a legal entity uses the electronic Suomi.fi authorisation service further described below, the registration requires strong electronic authentication, which works with personal online Finnish banking credentials or a mobile certificate.

b) by email or by regular mail

A shareholder may register for the General Meeting and submit the advance voting form available at the bottom of this page or corresponding information to Euroclear Finland Oy by email to yhtiokokous [at] euroclear [dot] eu, or by regular mail addressed to Euroclear Finland Oy, Yhtiökokous / Fortum Corporation, P.O. Box 1110, FI-00101 Helsinki.

If a shareholder participates in the General Meeting by submitting the votes in advance to Euroclear Finland Oy, submission of the votes before the end of the registration and the advance voting period constitutes due registration for the General Meeting, provided that they contain the information required for the registration.

Registration for the General Meeting can also take place by phone by calling +358 20 770 6905 (on working days from 9:00 a.m. to 4:00 p.m. EET/EEST). Please note that it is not possible to submit advance votes by phone, however. For advance voting, please use the alternatives provided above. Link to the Advance Voting Form by regular mail

In connection with the registration, the shareholder shall provide the information requested, such as their name, personal identification number or business identity code, address, telephone number and the name of a proxy representative, legal representative or assistant, if any, and the personal identification number of the proxy representative, legal representative or assistant, as applicable.

Please note that the shareholder, their proxy representative, legal representative or assistant, if any, shall be able to prove their identity and/or right of representation at the General Meeting.

Further information about advance voting can be found below in the section “Instructions on electronic advance voting service”. For information regarding legal representatives and proxy representatives, please refer to the section “Proxy representatives and powers of attorney” below.

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 they would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the General Meeting, 11 November 2022. In addition, the right to participate in the General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. (EET) on 18 November 2022 at the latest. For the 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 of the Company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account management organisation of the custodian bank shall temporarily register the holder of the nominee-registered shares who wishes to participate in the General Meeting into the shareholders' register of the Company by the time stated above at the latest, and, as applicable, take care of the advance voting on behalf of the holder of the nominee-registered shares within the registration period for the nominee-registered shares. Please note that holders of nominee-registered shares cannot directly register for the General Meeting online on this page, but must register via their custodian bank instead.

Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights at the meeting also by way of third-party proxy representation. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares with which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

The proxy documents, if any, should be notified in connection with the registration, and they should be submitted to Euroclear Finland Oy by email addressed to yhtiokokous [at] euroclear [dot] eu, or by regular mail addressed to Euroclear Finland Oy, Yhtiökokous / Fortum Corporation, P.O.Box 1110, FI-00101 Helsinki, no later than by the end of the registration period, by which time the proxy documents must have been received by Euroclear Finland Oy.

Submission of the proxy document, and the advance votes, if applicable, to Euroclear Finland Oy before the end of the registration and advance voting period constitutes due registration for the General Meeting, provided that they contain the information required for the registration as described above.

Shareholders that are legal entities can also use the electronic Suomi.fi authorisation service in Euroclear Finland’s general meeting service for authorising their proxies, instead of using the traditional proxy authorisation. In this case, the shareholder that is a legal entity authorises a representative appointed by it in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). When registering, the representative must identify themselves with strong electronic authentication in Euroclear Finland’s general meeting service, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.

Instructions on electronic advance voting service

Shareholders with a Finnish book-entry account or equity savings account may vote in advance on the agenda matter 6 of the General Meeting during the period from 3 October 2022 at 10:00 a.m. (EEST) until 16 November 2022 at 4:00 p.m. (EET). Advance votes will be taken into account if the ownership is entered into the shareholders' register of the company held by Euroclear Finland Oy on the record date of the General Meeting, 11 November 2022.

A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the General Meeting or vote on a possible counterproposal, if they are present at the General Meeting.

For natural persons, electronic advance voting requires secure strong electronic authentication, and a shareholder may register and vote by logging in using their personal Finnish online banking credentials or a mobile certificate.

For shareholders that are legal entities, electronic advance voting does not require strong electronic authentication. However, the shareholder shall provide the number of its Finnish book entry account or equity savings account and other information required. If a shareholder that is a legal entity chooses to use the electronic Suomi.fi authorisation service further described above, the registration requires strong electronic authentication, which works with personal online banking credentials or a mobile certificate.

A shareholder may vote on the matters as per their choice and change their pre-cast votes during the whole pre-voting period, and may also continue to browse the pre-cast votes in the electronic advance voting service even after General Meeting. The shareholder may also print out a confirmation of the votes they have given in advance in the advance voting service.

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

Following the General Meeting online

The shareholders will have an opportunity to follow the General Meeting online on this page. The videolink for following the General Meeting online will be published on this page on the day of the EGM, Wednesday 23 November 2022 at the latest.

Shareholders are asked to take into account that following the meeting via webcast is not considered participating in the General Meeting, and that it is not possible for the shareholders to exercise their shareholder rights in the General Meeting through the webcast.

Shareholders that wish to follow the webcast can exercise their voting rights by voting on the matter on the agenda in advance in accordance with the instructions provided above.

Processing of personal data in connection with the General Meeting

Any personal data provided to the Company or Euroclear Finland Oy by a shareholder will only be used for the purposes of the EGM and processing of the necessary registrations related to the General Meeting.

For more information about the processing of the personal data related to the General Meeting, please see the separate General Meeting privacy notice on this page.

Other information

In case of questions related to the participation in the General Meeting, registration, advance voting, or in any other General Meeting-related matters, kindly contact egm [at] fortum [dot] com.

Pursuant to Chapter 5, Section 25 of the Finnish 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. Information on General Meetings laid down in the Finnish Companies Act and the Securities Markets Act is available at www.fortum.com/about-us/investors/corporate-governance/general-meeting.

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

Any changes in the ownership of shares that have occurred after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the number of votes of the shareholder at the General Meeting.

Meeting materials

Annual General Meeting 28 March 2022

Decisions by Fortum Corporation's Annual General Meeting 2022

The Annual General Meeting of Fortum Corporation was held at the company headquarters in Espoo, Finland on 28 March 2022 under special arrangements.

The Annual General Meeting adopted the Financial Statements and the Consolidated Financial Statements for the financial period 1 January-31 December 2021. In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that a dividend of EUR 1.14 per share will be paid for the financial year that ended on 31 December 2021, which corresponds to EUR 1,012,655,690 in aggregate, and that the remaining part of the distributable funds shall be retained in the shareholders’ equity. The dividend will be paid to shareholders who on the record date of the dividend payment 30 March 2022 are recorded in the company’s shareholders’ register held by Euroclear Finland Oy. The dividend will be paid on 6 April 2022.

The Annual General Meeting resolved to discharge from liability for the year 2021 all the persons who had served as members of the Board of Directors and as President and CEO during the year 2021.

The Annual General Meeting resolved to approve the remuneration report for the company’s governing bodies for 2021. The resolution is advisory.

Board of Directors, remuneration and auditor

In accordance with the proposal of the Shareholders’ Nomination Board, the Annual General Meeting resolved that, in line with the earlier decision in principle to increase the remuneration, the annual fee of the Chair, Deputy Chair and other members of the Board of Directors will be changed as follows:

  • for the Chair EUR 88,800 per year,
  • for the Deputy Chair EUR 63,300 per year,
  • for a Member EUR 43,100 per year, and
  • for the Chair of the Audit and Risk Committee: EUR 63,300 per year in case he/she does not simultaneously act as Chair or Deputy Chair of the Board of Directors.

In addition to the aforementioned annual fee, fixed fees will be paid for the Committee work as follows:

  • for a Member of the Audit and Risk Committee EUR 3,000 per year,
  • for the Chair of the Nomination and Remuneration Committee EUR 5,000 per year,
  • for a Member of the Nomination and Remuneration Committee EUR 2,000 per year,
  • for the Chair of any additional Committee established by a Board decision EUR 5,000 per year, and
  • for a Member of any additional Committee established by a Board decision EUR 2,000 per year.

The meeting fee payable to a Board member, also for the Committee meetings will be EUR 800 for each meeting, or EUR 1,600 in case the member travels to the meeting outside his/her country of residence. When a member participates in the meeting via remote connection, or for the decisions that are confirmed without convening a meeting, the meeting fee will be EUR 800. The travel expenses of Board members are compensated in accordance with the company’s travel policy.

The annual fee for the Board work of the Board members will be paid in company shares and in cash in such a way that approximately 40 % of the amount of the annual fee will be payable in shares acquired on behalf and in the name of the Board members, and the remainder in cash. The company will pay the costs and the transfer tax related to the purchase of the company shares.

The shares will be acquired on behalf and in the name of the Board members within two weeks following the publication of the company’s first quarter 2022 interim report. If share purchases cannot be carried out within the aforementioned schedule due to a reason related to the company or a Board member, the shares will be acquired later, or the annual fee will be paid fully in cash.

The meeting fees and the fixed fees for the Committee work will be paid fully in cash.

In accordance with the Shareholders’ Nomination Board’s proposal, the Annual General Meeting resolved that the Board of Directors will consist of nine members, the Chair and the Deputy Chair included.

In accordance with the Shareholders' Nomination Board’s proposal, the Annual General Meeting resolved to elect the following persons to the Board of Directors for a term ending at the end of the Annual General Meeting 2023: Mr Veli-Matti Reinikkala as Chair, Ms Anja McAlister as Deputy Chair, and Ms Luisa Delgado, Ms Essimari Kairisto, Mr Teppo Paavola, Mr Philipp Rösler, Ms Annette Stube, Mr Ralf Christian and Mr Kimmo Viertola as Members.

Further details of the members of the Board of Directors are available on the company's website at www.fortum.com/governance.

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay the auditor’s fee pursuant to an invoice approved by the company.

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to re-elect Deloitte Oy as the auditor. Deloitte Oy has notified the company that Jukka Vattulainen, APA, will act as the responsible auditor.

Repurchase and disposal of the company's own shares

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to decide on the repurchase of the company's own shares, and at the same time cancel the repurchase authorisation resolved by the Annual General Meeting of 2021 as follows:

The maximum number of own shares to be repurchased is 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.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors will decide how own shares will be repurchased. Own shares can also be repurchased using derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

The authorisation cancelled the authorisation resolved by the Annual General Meeting of 2021 to decide on the repurchase of the company’s own shares, and it will be effective until the next Annual General Meeting and in any event no longer than for a period of 18 months.

In addition, the Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to decide on the disposal of the company's own shares, and at the same time cancel the disposal authorisation resolved by the Annual General Meeting of 2021 as follows:

The number of shares to be disposed based on the authorisation shall not exceed 20,000,000 shares, which corresponds to approximately 2.25 per cent of all the shares in the company.

The Board of Directors will decide on all the other conditions of the disposals, including to whom, at what price and in which manner the company's shares are disposed. The disposals may also be made in deviation from the shareholders’ pre-emptive rights (directed share issue).

The authorisation cancelled the authorisation resolved by the Annual General Meeting of 2021 to decide on the disposal of the company’s own shares, and it will be effective until the next Annual General Meeting and in any even no longer than for a period of 18 months.

Charitable contributions

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise 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.

Minutes of the Annual General Meeting 2022

The minutes of the Annual General Meeting

Reports and presentations

Materials of Fortum's General Meetings