NOTICE TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF FORTUM CORPORATION
The shareholders of Fortum Corporation are invited to the Annual General Meeting
to be held on Tuesday, 7 April 2009 at 14:00 pm at Cable Factory's
Merikaapelihalli, address: Tammasaarenlaituri, Entrance J, 00180 Helsinki. The
reception of shareholders who have registered for the meeting will commence at
13:00 pm.
A. Matters on the agenda of the Annual General Meeting and the procedure
1. Opening of the meeting
2. Calling the meeting
3. Election of persons to scrutinise the minutes and to supervise the counting
of votes
4. Legality of the meeting
5. Recording the attendance at the meeting and list of votes
6. Presentation of the financial statements, consolidated financial statements,
operating and financial review, the audit report and the statement of the
Supervisory Board for the year 2008
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 2008. The dividend will be paid to shareholders registered in the
register of shareholders maintained by Euroclear Finland Ltd (former Finnish
Central Securities Depository Ltd) on the record date for dividend payment, 14
April 2009. The Board of Directors proposes that dividend will be paid on 21
April 2009.
9. Resolution on the discharge of the members of the Supervisory Board, the
Board of Directors and the Managing Director
10. Resolution on the remuneration of the members of the Supervisory Board
11. Resolution on the number of members of the Supervisory Board
12. Election of the chairman, the deputy chairman and the members of the
Supervisory Board
13. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Committee proposes that the fees to be paid to the
members of the Board of Directors remain unchanged from 2008 and are as follows:
for the chairman, EUR 66,000 per year; for the deputy chairman, EUR 49,200 per
year; and for each member, EUR 35,400 per year. In addition, a fee of EUR 600
for each meeting of the Board of Directors and its committees is proposed. For
Board members living outside Finland in Europe, the fee for each meeting is
proposed to be doubled. Travel expenses of the members of the Board of Directors
shall be compensated for in accordance with the company's travel policy.
14. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Committee proposes that the Board of Directors
consist of seven (7) members.
15. Election of the chairman, deputy chairman and members of the Board of
Directors
The Shareholders' Nomination Committee proposes that the chairman Peter
Fagernäs, deputy chairman Matti Lehti and members Esko Aho, Ilona
Ervasti-Vaintola, Birgitta Johansson-Hedberg and Christian Ramm-Schmidt be
re-elected and that Sari Baldauf be elected as a new member of the Board of
Directors.
Biographical details of Sari Baldauf are available on Fortum Corporation's
website (www.fortum.com/agm).
16. Resolution on the remuneration of the auditor
On the recommendation of the Audit Committee, the Board of Directors proposes
that the auditor's fee is paid pursuant to invoice approved by the company.
17. Election of auditor
On the recommendation of the Audit Committee, the Board of Directors proposes
that Deloitte & Touche Ltd, chartered accountants, is elected as the auditor.
18. Proposal by the State of Finland to appoint Nomination Committee
The State of Finland proposes that the Annual General Meeting resolve to appoint
a Nomination Committee to prepare proposals concerning Board members and their
remuneration for the following Annual General Meeting. The Nomination Committee
will consist of the representatives of the three main shareholders and, in
addition, as expert members the chairman of the Board of Directors and one other
member, whom the Board of Directors has elected among its members and who is
independent from the significant shareholders. The three shareholders whose
share of the total votes of all the shares of the company is largest on the 2nd
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 informs the Board in writing of this request no later than on 30
October 2009.
The Nomination Committee will be convened by the chairman of the Board of
Directors, and the Committee will choose a chairman from among its own members.
The Committee shall give its proposal to the Board of Directors of the company
at the latest by the 1st of February preceding the Annual General Meeting.
B. Documents of the general meeting
The proposals to the general meeting as well as this notice are available on
Fortum Corporation's website (www.fortum.com/agm). The annual report of Fortum
Corporation, including the company's financial statements, consolidated
financial statements, operating and financial review, audit report and the
statement of the Supervisory Board, is available on the above-mentioned website
no later than 16 March 2009. The proposals to the general meeting and the
financial statements 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 keilaniemi [dot] postitus [at] fortum [dot] com or telephone +358 (0) 10 452
9151 between 10:00 am - 14:00 pm).
C. Instructions for the participants in the general meeting
1. The rights to participate and registration
Each shareholder, who is registered on 27 March 2009 in the shareholders'
register of the company held by Euroclear Finland Ltd (former Finnish Central
Securities Depository Ltd), has the right to participate in the general meeting.
A shareholder, whose shares are registered on his/her personal book-entry
account, is registered in the shareholders' register of the company.
A shareholder, who wants to participate in the general meeting, shall register
for the meeting no later than by 16:00 pm (Finnish time) on 1 April 2009.
Registration can be done:
on the Fortum's website as of 18 February 2009 at www.fortum.com/agm;
by phone +358 (0) 10 452 9460;
by fax +358 (0) 10 262 2727; or
by letter to Fortum Corporation, Corporate Legal Affairs/AGM, P.O. Box 1, 00048
FORTUM, Finland.
Notifications must arrive by 16:00 pm (Finnish time) on 1 April 2009 at the
latest.
In connection with the registration, a shareholder shall notify his/her name,
address, telephone number and the name of the possible assistant. In case
shareholder uses the possibility to register via website he/she shall provide
the identification information required by the service.
2. 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.
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.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the general
meeting, must be entered into the shareholders' register of the company on the
record date, 27 March 2009, of the meeting.
A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders' register of the
company, the issuing of proxy documents and registration for the general meeting
from his/her custodian banks. Further information on these matters can be found
on the company's website www.fortum.com/agm.
4. Other instructions and information
On the date of this notice to the general meeting, 4 February 2009, the total
number of shares in Fortum Corporation is 887,789,330 shares and 887,789,330
votes.
The Cable Factory can be reached by the underground (Ruoholahti station), by
tram (number 8) and by several Espoo and Helsinki bus lines going via
Ruoholahti. Shareholders arriving by car are advised to leave their cars in
Ruoholahti shopping centre's EuroPark parking hall, where more detailed guidance
will be available. Tickets for paying the parking fee will be available from the
guides.
Transportation from Ruoholahti shopping centre to the Cable Factory will be
organised from 12:45 pm onwards.
Espoo, 4 February 2009
FORTUM CORPORATION
Board of Directors