Fortum Oyj : AGM 2021 minutes of the meeting . pdf, 1.6 MB

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Minutes 1/2021

Unofficial Translation

(Translation of the original document in the Finnish language. In case of discrepancy, the Finnish language shall prevail.)

ANNUAL GENERAL MEETING 2021 OF FORTUM CORPORATION

Time:	Wednesday, 28 April 2021 at 2:00 p.m. (EEST) - 3:14 p.m. (EEST).
Venue:	The company headquarters, Keilalahdentie 2-4, Espoo, Finland.
Present:	The Board of Directors of Fortum Corporation has resolved, pursuant to Section 2(2)
	of the Act 677/2020, that shareholders and their proxy representatives can participate
	in the Annual General Meeting (the "Meeting") and exercise shareholder rights only by
	voting in advance and by submitting counterproposals and asking questions in advance.
	Shareholders were represented at the Meeting in accordance with the list of votes
	adopted at the Meeting (Appendix 3).
	President and CEO Markus Rauramo, General Counsel Sirpa-Helena Sormunen, the
	Chair and the secretary of the Annual General Meeting, the person to confirm the
	minutes and to verify the counting of votes and technical personnel were present at the
	meeting venue. Chair of the company's Board of Directors Matti Lievonen, Chair of
	the Shareholders' Nomination Board Kimmo Viertola and the new Chair of the Board
	of Directors elected at the Meeting, Veli-Matti Reinikkala, participated via video
	connection. The representative of the company's auditor and the representative of
	Euroclear Finland Oy participated via remote connection.

• OPENING OF THE MEETING
  Chair of the Board of Directors Matti Lievonen welcomed the shareholders to follow the Meeting, gave the opening speech of the Chair of the Board of Directors via video connection and opened the Meeting.

• CALLING THE MEETING TO ORDER
  Manne Airaksinen, attorney-at-law, acted as Chair of the Meeting in accordance with the Meeting notice, and he called Henrik Hinders, Vice President, Head of Corporate Legal, to act as secretary of the Meeting.
  The Chair briefly presented the special measures taken by the company related to the coronavirus situation. It was noted that shareholders had had a possibility to participate in the Meeting and to exercise shareholder's rights only by voting in advance and by submitting counterproposals and asking questions in advance. Shareholders had had a possibility to vote in advance by using the advance voting system provided by Euroclear

Fortum Corporation	Business ID 1463611-4
Fortum Oyj	VAT Reg.No FI14636114
Domicile Espoo

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Minutes 1/2021

Unofficial Translation

Finland Oy, or by submitting the advance voting form available on the company's website, or the corresponding information to Euroclear Finland Oy. It was noted that shareholders had also been offered a possibility to follow the Meeting via live video stream, but following the Meeting via live video stream did not constitute participation in the Meeting, and the followers of the Meeting would not have the possibility, for instance, to ask questions, speak, make proposals or vote.

It was noted that the meeting would be conducted in Finnish, with simultaneous interpreting to English for the followers of the video stream.

It was noted that the proposals of the Shareholders' Nomination Board to the Annual General Meeting had been published by a stock exchange release and on the company's website on 29 January 2021 (and the updated proposals of the Shareholders' Nomination Board - on 29 March 2021) and as part of the notice to the Annual General Meeting published on 29 March 2021. The proposals of the Board of Directors of Fortum Corporation to the Annual General Meeting had been published by a stock exchange release and on the company's website as part of the notice to the Annual General Meeting published on 29 March 2021. The proposal of the State of Finland had been described in the notice to the Annual General Meeting and published on the company's website.

It was noted that the documents concerning the financial statements, the remuneration report for the company's governing bodies, and the proposals made to the Annual General Meeting, as well as other documents and information required by the Finnish Limited Liability Companies Act and the Securities Markets Act had been available for the shareholders on the company's website for the period required by the Companies Act prior to the Annual General Meeting.

It was noted that no counterproposals to be placed for a vote had been received by the company from shareholders by the deadline of 12 noon (EEST) on 6 April 2021. Shareholders had had a possibility to present questions to the company's management in accordance with the notice to the Annual General Meeting by 14 April 2021, and answers to the questions had been provided on the company's website on 19 April 2021.

Since participation in the Meeting has been possible only in advance, a vote has been conducted on all agenda items to be resolved. Furthermore, the Chair noted that under the temporary Act (677/2020) it had been possible to vote against each agenda item without submitting a counterproposal.

The summary list of votes cast in the advance voting and the voting results provided by Euroclear Finland Oy was attached to the minutes (Appendix 1). The Chair noted that it was possible in each agenda item that a shareholder had not provided a proper voting instruction, in which case the shareholder is not considered to be represented in the relevant agenda item. For this reason, the number of shareholders and shares represented is not the same in each agenda item.

It was noted that the meeting arrangements complied with the Finnish Limited Liability Companies Act, the temporary Act (677/2020) and the government bill concerning it, as well as company practice and recommendations of the Advisory Board of the Finnish Listed Companies. It was noted that the company or Euroclear Finland Oy were not

Fortum Corporation	Business ID 1463611-4
Fortum Oyj	VAT Reg.No FI14636114
Domicile Espoo

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Minutes 1/2021

Unofficial Translation

aware of any technical or other problems or ambiguities related to the advance voting or the Meeting procedures, more generally, and that it has been possible to verify the participation rights of shareholders and validity of the counting of the votes through means equal to those used in ordinary general meetings.

• ELECTION OF PERSON TO CONFIRM THE MINUTES AND TO VERIFY COUNTING OF VOTES
  Veli Siitonen acted as the person to confirm the minutes and to verify the counting of votes in accordance with the Meeting notice.

• RECORDING THE LEGAL CONVENING OF THE MEETING AND QUORUM
  It was noted that the notice to the Meeting had been published by a stock exchange release and on the company's website on 29 March 2021. Information about the convening of the Meeting had also been published in Finnish newspaper Helsingin Sanomat on 8 April 2021.
  It was noted that no considerations regarding the legal convening of the meeting had been presented to the company in the context of the Meeting procedure.
  It was noted that the Annual General Meeting had been convened in accordance with the provisions of the Articles of Association and the Finnish Limited Liability Companies Act, as well as the Act 677/2020, providing for temporary deviation from certain provisions of the Companies Act, and therefore the Meeting was legitimate and constituted a quorum.
  The notice to the Meeting was attached to the minutes (Appendix 2).

• RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES
  A list of shareholders who had voted in advance during the advance voting period either in person or through a proxy representative and who according to Chapter 5, Section 6 and 6 a have a right to participate in the Meeting was presented. It was noted that a total of 1 793 shareholders had participated in the advance voting representing 622 116 972 shares and votes.
  The list of attendees and the list of votes represented at the Meeting were attached to the minutes (Appendix 3).

Fortum Corporation	Business ID 1463611-4
Fortum Oyj	VAT Reg.No FI14636114
Domicile Espoo

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Minutes 1/2021

Unofficial Translation

• PRESENTATION OF THE FINANCIAL STATEMENTS, THE CONSOLIDATED FINANCIAL STATEMENTS, THE OPERATING AND FINANCIAL REVIEW AND THE AUDITOR'S REPORT FOR THE YEAR 2020
  It was noted that because the shareholders or their proxy representatives had been able to participate in the Meeting only in advance, the annual report published on 16 March 2021, which includes the company's Annual Accounts, the review by the Board of Directors and the auditor's report, and which has been available on the company's website, is deemed to have been presented to the Annual General Meeting.
  Markus Rauramo, President and CEO of the company, presented Fortum Corporation's financial statements, consolidated financial statements and the operating and financial review of the Board of Directors for the financial year of 1 January - 31 December 2020. The review was attached to the minutes (Appendix 4).
  The documents concerning the financial statements and the auditor's report were attached to the minutes (Appendices 5-6).

• ADOPTION OF THE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS
  It was recorded that 621 636 001 shares and votes representing approximately 69.98 % of all the shares and votes in the company participated in the vote. It was recorded that 621 166 827 votes representing approximately 99.92 % of the votes cast had voted for the adoption of the annual accounts and 469 174 votes representing approximately 0.08 % of the votes cast had voted against the adoption of the annual accounts. The number of shares that were represented in the agenda item but abstained from casting a vote was 478 166.

Based on the result of the vote, the Annual General Meeting resolved to adopt the financial statements and the consolidated financial statements for the financial year of 1 January - 31 December 2020.

• RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDEND
  It was noted that the Board of Directors had proposed to the General Meeting that a dividend of EUR 1.12 per share would be paid for the financial year that ended on 31 December 2020. The remaining part of the distributable funds will be retained in the shareholders' equity. According to the evaluation of the Board of Directors, payment of the dividend will not compromise the company's liquidity.
  According to the proposal of the Board of Directors, the dividend would be paid to shareholders who are recorded in the shareholders' register held by Euroclear Finland Oy on the record date of the dividend payment 30 April 2021. According to the proposal, the dividend would be paid on 7 May 2021.
  The proposal of the Board of Directors was attached to the minutes (Appendix 7).

Fortum Corporation	Business ID 1463611-4
Fortum Oyj	VAT Reg.No FI14636114
Domicile Espoo

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Minutes 1/2021

Unofficial Translation

It was recorded that 622 110 650 shares and votes representing approximately 70.03 % of all the shares and votes in the company participated in the vote. It was recorded that 622 110 650 votes representing 100.00 % of the votes cast had voted for the proposal of the Board of Directors and 0 votes representing 0 % of the votes cast had voted against the proposal of the Board of Directors. The number of shares that were represented in the agenda item but abstained from casting a vote was 4 336.

Based on the result of the vote, the Annual General Meeting resolved that a dividend is paid for the financial year that ended on 31 December 2020 in accordance with the proposal of the Board of Directors. The record date of the dividend payment is 30 April 2021 and the dividend will be paid on 7 May 2021.

• RESOLUTION ON THE DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT AND CEO FOR THE YEAR 2020
  It was noted that the discharge from liability for the financial year 1 January 2020 - 31 December 2020 concerned all the persons who served as members of the Board of Directors and as President and CEO during the financial year 2020:
  The persons who served as Members of the Board of Directors for the whole of 2020: Eva Hamilton
  Essimari Kairisto Matti Lievonen Klaus-Dieter Maubach Anja McAlister Veli-Matti Reinikkala Philipp Rösler
  and
  Kim Ignatius, until 23 April 2020 Teppo Paavola, as from 23 April 2020 Annette Stube, as from 23 April 2020 and
  Pekka Lundmark, President and CEO until 30 June 2020 Markus Rauramo, President and CEO as from 1 July 2020.
  It was noted that the auditor had supported in the auditor's report that all persons who had served as members of the Board of Directors and as President and CEO during the financial year 2020 be discharged from liability.

Fortum Corporation	Business ID 1463611-4
Fortum Oyj	VAT Reg.No FI14636114
Domicile Espoo