NOTICE OF THE EXTRAORDINADY GENERAL MEETING OF SHAREHOLDERS OF
FORTUM CORPORATION
The shareholders of Fortum Corporation are invited to the
Extraordinary General Meeting of shareholders to be held on
Thursday, 18 December 2003 at 3.00 pm (Finnish time) at the
companys head office, address: Keilaniementie 1, Espoo.
Registration of shareholders who have notified the Company of
their attendance will begin at 2.00 pm (Finnish time).
The following items are on the agenda of the Extraordinary General
Meeting of Shareholders:
A. Amendments to the Articles of Association
The State of Finland represented by the Ministry of Trade and
Industry has proposed to the Board of Directors of Fortum
Corporation that the Articles of Association of the Company would
be amended. Due to this the Board of Directors proposes that the
sections 2, 6, 7, 8, 9, 10, 14 and 18 of the Articles of
Association would be amended.
The main contents of the amendments are as follows:
- The section 2 regarding the branch of industry shall be amended
so that the company may carry on its business operations also in
its subsidiary companies and affiliate companies as well as in
joint ventures.
- The section 7 regarding the duties of the Supervisory Board
shall be amended so that confirming the number of members on the
Board of Directors and election of the members of the Board of
Directors as well as appointment of the President shall be removed
from the duties of the Supervisory Board.
- The section 8 regarding the election and the term of office of
the members of the Board of Directors shall be amended so that the
members of the Board of Directors shall be elected in the General
Meeting of Shareholders and the term of office of the members of
the Board of Directors shall expire at the end of the first Annual
General Meeting of Shareholders following the election.
- The section 9 regarding the duties of the Board of Directors
shall be amended so, that the mention according to which the
selling of shares of the company established in the demerger of
Fortum Oil and Gas Oy which carries on the oil business can be
decided by the Board of Directors only subject to a prior
authorisation from the General Meeting of Shareholders, shall be
added to the section. This amendment proposal shall be dealt with
in the General Meeting of Shareholders only provided that the
parliament has prior to the Extraordinary General Meeting of
Shareholders adopted the Government bill number 94/2003 On giving
the parliaments consent to measures on consequence of which the
state may abandon the majority shareholding in the oil business of
Fortum Corporationö.
- The section 9 regarding the duties of the Board of Directors
shall be amended so that the mention regarding assignment and
mortgaging of real property shall be removed.
- A mention according to which the Board of Directors shall
appoint the President, shall be added to the section 10 regarding
the President.
- The section 14 regarding the notice convening the General
Meeting of Shareholders shall be amended so that the notice
convening the General Meeting of Shareholders shall be issued by
the Board of Directors.
- A mention according to which the remuneration for the members of
the Board of Directors and the number of members on the Board of
Directors shall be decided as well as the Chairman, Vice Chairman
and the members of the Board of Directors shall be elected at the
Annual General Meeting of Shareholders, shall be added to the
section 18 regarding the Annual General Meeting of Shareholders.
- In addition, wording clarifications, which will not affect the
subject matter, shall be made to sections 6 and 9.
B. Authorisation to sell shares
The State of Finland represented by the Ministry of Trade and
Industry proposes, that the General Meeting of Shareholders would
authorise the Board of Directors of the Company to sell the shares
of the company practising oil business which company is to be
established in the demerger of the current Fortum Oil and Gas Oy
pursuant to what has been presented in the Government bill number
94/2003 and provided that the parliament has approved the
Government bill.
Documents
The proposal of the Board of Directors will be available for
shareholders perusal from 10 December 2003 at the Companys head
office, address Keilaniementie 1, 02150 Espoo. The Company will
send copies of the proposal of the Board of Directors on request
to shareholders, and they can be ordered by telephone from +358
(0)10 452 9151 or by email from juha [dot] ahonen [at] fortum [dot] com.
Right to attend
The shareholders who are registered with the register of
shareholders of the Company, maintained by the Finnish Central
Securities Depository Ltd, on Monday, 8 December 2003, are
entitled to attend the Extraordinary General Meeting of
Shareholders.
Shareholders who hold their shares under the name of a nominee can
be temporarily registered with the register of shareholders of the
Company on 8 December 2003 to allow attendance at the General
Meeting of Shareholders.
Shareholders wishing to attend the General Meeting of Shareholders
must notify their attendance by 4.00 pm (Finnish time) on Friday,
12 December 2003, either
- by telephone on +358 (0)10 452 9460,
- by fax on +358 (0)10 262 2727,
- by email on fortum [dot] yhtiokokous [at] yhteyspalvelut [dot] elisa [dot] fi, or
- by letter to Suvi Åkerblom, Fortum Corporation, P.O. Box 1, FIN-
00048 FORTUM, Finland.
Written notifications must arrive by 4.00 pm (Finnish time) on 12
December 2003.
Powers of attorney
Any powers of attorney should be delivered with the notification
so that they arrive by 4.00 pm (Finnish time) on 12 December 2003.
In Espoo, 27 November 2003
Fortum Corporation
Board of Directors
Fortum Corporation
Carola Teir-Lehtinen
Senior Vice President, Corporate Communications
Distribution:
Helsinki Stock Exchanges
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