FORTUM CORPORATION PRESS RELEASE 21 MAY 2019
Uniper SE is hosting its Annual General Meeting in Düsseldorf, Germany, on 22 May 2019. With its 49.99% holding, Fortum is Uniper’s largest shareholder and will now be represented at the AGM for the first time since closing of the Public Tender Offer (PTO) on Uniper in June 2018.
In addition to a listed company’s regular agenda items, Uniper’s other major shareholders, Cornwall GmbH & Co. KG (Elliott) and KVIP International V L.P. (Knight Vinke), had put forward motions on the agenda on a DPLTA (domination agreement) and spin-off of Uniper’s Russian or Swedish operations respectively. Since the initial announcement of our agreement to acquire shares in Uniper in 2017, Fortum has consistently said that we would be a constructive and supportive shareholder. In line with our position, Fortum welcomes the shareholders’ announcement today to withdraw their motions.
The agenda also carries a proposal – initiated by Elliott and postponed from last year’s AGM – to nominate a special auditor at Uniper relating to the management’s conduct during Fortum’s PTO. Also postponed from last year, is the item on discharging Uniper’s Management Board for 2017.
Fortum and Uniper have made progress in discussions regarding a shared vision for the companies. However, Fortum remains concerned about certain aspects of Uniper’s conduct during and after the PTO process, including actions taken in Russia that resulted in regulatory restrictions.
In view of the considerable burden that a Special Audit would impose on the company and its management team, Fortum will not vote in favour of the Special Audit motion. However, we do not consider it appropriate to discharge management for 2017 and 2018 while our concerns remain unaddressed. Our preference is to postpone the discharge vote, in order to provide additional time for this issue to be resolved satisfactorily.
“I look forward to working with the reconstituted management team once the new CEO and CFO are in office. The remaining concerns need to be addressed and further progress must be made on putting into action a shared vision for our companies,” states Pekka Lundmark, President and CEO of Fortum.
More information on Uniper’s AGM:
Pauliina Vuosio, VP, Communications, Project Office tel. +358 50 453 2383
Investors and analysts:
Ingela Ulfves, VP, IR and Financial Communications tel. +358 40 515 1531
Måns Holmberg, Manager, IR and Financial Communications tel. +358 44 518 1518
Rauno Tiihonen, Manager, Investor Relations, tel. +358 10 453 6150