FORTUM CORPORATION STOCK EXCHANGE RELEASE
The shareholders of
The Board of Directors of the company has decided on an exceptional annual general meeting procedure on the basis of the temporary law to the Finnish limited liability companies act to limit the spread of the Covid-19 pandemic (677/2020) approved by the Finnish Parliament on
The shareholders can follow the Annual General Meeting online on the company's website at www.fortum.com/agm. The shareholders following the AGM by these means are not considered to be participating in the meeting, which means that they do not have any shareholder rights, such as, the right to ask questions or the right to vote during the meeting.
A. Matters on the agenda
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Matters of order for the meeting
The Chair of the meeting will be attorney-at-law
3. Election of person to confirm the minutes and to verify counting of votes
The person to confirm the minutes and to verify the counting of the votes will be
4. Recording the legal convening of the meeting and quorum
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance during the advance voting period and who have the right to participate in the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Limited Liability Companies Act will be recorded to have attended the Annual General Meeting. The list of votes will be adopted according to the information provided by
6. Presentation of the financial statements, the consolidated financial statements, the operating and financial review and the auditor's report for the year 2020
As participation in the Annual General Meeting can only be done in advance, the company's financial statements, the consolidated financial statements, the operating and financial review and the auditor's report, published by the company and made available on the company's website at www.fortum.com/annualreport2020 on
The President and CEO will present a review at the Annual General Meeting, which can be followed online on the company's website at www.fortum.com/agm, a recording of which will also be available on the company's website after the meeting.
7. Adoption of the financial statements and consolidated financial statements
The Board of Directors proposes that the Annual General Meeting adopt the financial statements and the consolidated financial statements. The company's auditor has supported the adoption of the financial statements.
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The distributable funds of
The Board of Directors proposes to the Annual General Meeting that a dividend of
Based on the number of registered shares as at
9. Resolution on the discharge from liability of the members of the Board of Directors and the President and CEO for the year 2020
10. Presentation of the remuneration report for the company's governing bodies
As participation in the Annual General Meeting can only be done in advance, the remuneration report for the company's governing bodies for 2020, published by the company and made available on the company's website at www.fortum.com/annualreport2020 on
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholder's Nomination Board did not reach a unanimous proposal, and consequently did not make a proposal for the remuneration to be paid to the Board of Directors for their following term of office.
The Chair of the Nomination Board has informed the Nomination Board and the company that the Finnish State will propose to the 2021 Annual General Meeting that, given the prevailing exceptional circumstances, increasing the fees of the Board of Directors for the coming period is not justified.
The Finnish State will propose the following remuneration of the Board of Directors for the term 2021:
- Chair:
EUR 77,200 /year -
Deputy Chair:
EUR 57,500 /year -
Members:
EUR 40,400 /year -
The Chair of the
Audit and Risk Committee , if he/she is not simultaneously acting as Chair or Deputy Chair of the Board of Directors:EUR 57,500 /year.
For each
12. Resolution on the number of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the Board of Directors consist of seven (7) members, including the Chair and the Deputy Chair.
13. Election of the Chair, Deputy Chair and members of the Board of Directors
The Shareholders' Nomination Board proposes that the following persons be elected to the Board of Directors for a term ending at the end of the Annual General Meeting 2022: Ms Essimari Kairisto, Ms
Mr
All candidates have given their consent to the election, and are independent of the company and its major shareholders.
The current board members proposed to be re-elected have been presented on
14. Resolution on the remuneration of the auditor
On the recommendation of the
15. Election of the auditor
On the recommendation of the
The recommendation of the
16. Authorising the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes that the Board of Directors be authorised to decide on the repurchase of the company's own shares as follows:
The aggregate maximum number of own shares to be repurchased would be 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 could be used to repurchase own shares on the basis of the authorisation.
Own shares could 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 would decide how own shares will be repurchased. Own shares could be repurchased using, inter alia, derivatives. Own shares could be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
The authorisation would cancel the authorisation resolved by the Annual General Meeting of 2020 to decide on the repurchase of the company's own shares, and it would be effective until the next Annual General Meeting and in any event no longer than for a period of 18 months.
17. Authorising the Board of Directors to decide on the disposal of the company's own shares
The Board of Directors proposes that the Board of Directors be authorised to decide on the disposal of the company's own shares 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 would decide on the conditions of the disposals, including to whom, at what price and in which manner the company's shares are disposed. The disposals could also be made in deviation from the shareholders' pre-emptive rights (directed share issue).
The authorisation would cancel the authorisation resolved by the Annual General Meeting of 2020 to decide on the disposal of the company's own shares, and it would be effective until the next Annual General Meeting and in any event no longer than for a period of 18 months.
18. Authorising the Board of Directors to decide on charitable contributions
The Board of Directors proposes that the Board of Directors be authorised to decide on contributions in the total maximum amount of
The authorisation would be effective until the next Annual General Meeting.
19. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda listed above and this notice are available on
C. Instructions for the participants of the Annual General Meeting
For the purpose of limitation of the spreading of the COVID-19 pandemic, the Annual General Meeting will be organised in such a manner that the shareholders and their proxies proxy representatives cannot attend the meeting in person, nor can they participate in the meeting by means of real-time telecommunications, but it is possible to follow the meeting online at www.fortum.com/agm. The shareholders of the company and their proxies may only participate in the meeting and exercise shareholder rights by means of voting in advance as well as by making counterproposals and presenting questions in advance in accordance with the instructions provided below.
1. Shareholders registered in the shareholders' register
Each shareholder, who on the record date of the Annual General Meeting,
2. Registration and advance voting
Registration and advance voting will begin on
When registering, the shareholder shall provide the information requested. Any personal data provided to
Shareholders with a Finnish book-entry account may register and vote in advance on certain items on the agenda of the Annual General Meeting from
a) on the
For natural persons, electronic advance voting requires secure strong electronic authentication and a shareholder may register and vote by logging in using his/her personal Finnish online banking codes 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 and other information required.
The terms and other instructions related to the advance voting are available on the company's website at www.fortum.com/agm.
b) by email or by regular mail.
A shareholder may submit the advance voting form available on the company's website as of
If a shareholder participates in the Annual General Meeting by submitting the votes in advance to
Instructions regarding the advance voting are also available on the company's website at www.fortum.com/agm.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting also by way of third-party proxy representation. A proxy representative may also participate in the meeting only by means of voting in advance, as described in this notice, or by making counterproposals and presenting questions in advance. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual 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 Annual General Meeting.
The proxy documents, if any, should be submitted to
Submission of the proxy document and the advance votes to
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she would be entitled to be registered in the shareholders' register of the company held by
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 Annual General Meeting from his/her 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 Annual General Meeting into the shareholders' register of the company by the time stated above at the latest, and arrange advance voting on behalf of the holder of nominee registered shares. For the sake of clarity, it is noted that holders of nominee registered shares cannot directly register for the Annual General Meeting on the company's website, but must register via their custodian bank instead.
Additional information about changes in withholding taxation of dividends paid to holders of nominee registered shares in
5. Other instructions and information
Shareholders holding at least one hundredth of all the shares in the company have the right to make a counterproposal on the proposals on the agenda of the Annual General Meeting, to be placed for a vote. Such counterproposals must be submitted to the company by email to agm@fortum.com no later than by
A shareholder may submit questions referred to in Chapter 5 Section 25 of the Finnish Limited Liability Companies Act on matters to be considered at the meeting by
Information on General Meetings laid down in the Finnish Limited Liability Companies Act and the Securities Markets Act is available on the company's website at www.fortum.com/about-us/investors/corporate-governance/general-meeting.
On the date of this notice to the Annual General Meeting, the total number of shares in
Any changes in the ownership of shares that have occured after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting nor the number of votes of the shareholder at the Annual General Meeting.
In Espoo,
The Board of Directors
Further information:
Distribution:
Nasdaq
Key media
www.fortum.com
https://news.cision.com/fortum/r/notice-to-the-annual-general-meeting-of-shareholders-of-fortum-corporation-2021,c3316206
https://mb.cision.com/Main/15253/3316206/1394479.pdf
https://news.cision.com/fortum/i/fortum-flag-web,c2894535
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