Fortum - Notice to general meeting

Notice to the Annual General Meeting of Shareholders of Fortum Corporation 2014

Espoo, Finland, 2014-02-04 08:00 CET (GLOBE NEWSWIRE) -- FORTUM CORPORATION
STOCK EXCHANGE RELEASE, 4 February 2014 at 9.00 EET 

The shareholders of Fortum Corporation are invited to the Annual General
Meeting to be held on Tuesday, 8 April 2014, starting at 14:00 EET at the main
auditorium of Finlandia Hall, address Mannerheimintie 13 e, Helsinki, Finland
(entrance from Mannerheimintie door M4 and Karamzininkatu door K4). The
reception of shareholders who have registered for the meeting will commence at
13:00 EET. 

A. Matters on the agenda

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Matters of order for the meeting

3. Election of persons to confirm the minutes and to verify counting of votes

4. Recording the legal convening of the meeting and quorum

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the consolidated financial
statements, the operating and financial review and the auditor's report for
2013 

• Review by the President and CEO

7. Adoption of the financial statements and consolidated financial statements
for 2013 

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 1.10 per share be paid
based on the adopted balance sheet for the financial year that ended on 31
December 2013 and the remaining part of the profit shown on the balance sheet
be retained in the company's unrestricted equity. The dividend shall be paid to
the shareholders who on the record date of the dividend payment 11 April 2014
are recorded in the company's shareholders' register held by Euroclear Finland
Ltd. The Board of Directors proposes that the dividend be paid on 22 April
2014. 

9. Resolution on the discharge from liability of the members of the Board of
Directors, the President and CEO and the deputy President and CEO 

10. Resolution on the remuneration of the members of the Board of Directors

• The Shareholders' Nomination Board proposes that the fees to be paid to the
members of the Board of Directors remain unchanged compared to 2013 and are for
2014 as follows: for the chairman, EUR 75,000 per year; for the deputy
chairman, EUR 57,000 per year; and for each member, EUR 40,000 per year, as
well as for the chairman of the Audit and Risk Committee EUR 57,000 per year if
he or she is not at the same time acting as chairman or deputy chairman. In
addition, for each Board and Board Committee meeting a fee of EUR 600 is
proposed. For Board members living outside Finland in Europe, the fee for each
meeting is proposed to be doubled and for Board members living outside Europe,
the fee for each meeting is proposed to be tripled. 

11. Resolution on the number of members of the Board of Directors

• The Shareholders' Nomination Board proposes that the Board of Directors
consist of eight (8) members. 

12. Election of the chairman, deputy chairman and members of the Board of
Directors 

• The Shareholders' Nomination Board proposes that the following persons be
elected to the Board of Directors: Ms Sari Baldauf (as chairman), Mr Kim
Ignatius (as deputy chairman), Ms Minoo Akhtarzand, Mr Heinz-Werner Binzel, Ms
Ilona Ervasti-Vaintola and Mr Christian Ramm-Schmidt as well as new members Mr
Petteri Taalas and Mr Jyrki Talvitie. 

Biographical details of the new proposed Board members are available on Fortum
Corporation's website at www.fortum.com/agm. 

13. Resolution on the remuneration of the auditor

• On the recommendation of the Audit and Risk Committee, the Board of Directors
proposes that the auditor's fee be paid pursuant to invoice approved by the
company. 

14. Election of auditor

• On the recommendation of the Audit and Risk Committee, the Board of Directors
proposes that Deloitte & Touche Ltd, Authorised Public Accountants, be
re-elected as the auditor, and that the general meeting request the auditor to
give a statement on the adoption of the financial statements, the granting of
discharge from liability and the Board of Directors' proposal for the
distribution of funds. Deloitte & Touche Ltd has notified the company that
Jukka Vattulainen, APA, will be the responsible auditor. 

15. Amendment of the Articles of Association

• The Board of Directors proposes that the Articles of Association are amended
as follows: 

o In accordance with the stand of the Ownership Steering of the Finnish State,
the age limit of Board member elects be removed from § 6. 
o A possibility to deliver the notice to a General Meeting by publishing the
notice in the company's website be added to § 12. 
o Certain linguistic and technical amendments be made to § 3 and 4, i.a. by
removing the par value of shares referred to in the Finnish Companies Act. 

16. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda as well as this
notice are available on Fortum Corporation's website (www.fortum.com/agm).
Fortum Corporation publishes its financial statements, consolidated financial
statements, operating and financial review and auditor's report at
www.fortum.com/agm no later than 18 March 2014. The proposals for decisions and
the other above-mentioned documents are also available at the meeting. 

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder who is registered on 27 March 2014 in the shareholders'
register of the company held by Euroclear Finland Ltd has the right to
participate in the Annual General Meeting. A shareholder whose shares are
registered on his/her personal Finnish book-entry account is registered in the
shareholders' register of the company. 

A shareholder who is registered in the company's shareholders' register and who
wants to participate in the Annual General Meeting shall register for the
meeting no later than by 16:00 EET on 3 April 2014 by giving a prior notice of
registration, which shall be received by the company no later than on the
above-mentioned date. Registration can be done as of 6 February 2014: 

a) on Fortum's website www.fortum.com/agm

b) by phone +358 (0) 10 452 9460 (on working days from 8:00 EET to 18:00 EET)

c) by fax +358 (0) 10 452 9319 or

d) by letter to Fortum Corporation, Corporate Legal Affairs/AGM, P.O. Box 1,
00048 FORTUM, Finland. 

In connection with the registration, the shareholder shall notify his/her name,
address, telephone number and the name of a possible assistant. In case the
shareholder uses the possibility to register via the website, he/she shall
provide the identification information required by the service. 

The shareholder, his/her representative or proxy representative shall, where
necessary, be able to prove his/her identity and/or right of representation. 

2. 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
Euroclear Finland Ltd on 27 March 2014. The right to participate in the Annual
General Meeting requires, in addition, that the shareholder on the basis of
such shares has been registered into the temporary shareholders' register held
by Euroclear Finland Ltd at the latest by 10:00 EET on 3 April 2014. For
nominee registered shares, this constitutes due registration for the Annual
General Meeting. 

A holder of nominee registered shares is advised to request well in advance the
necessary instructions regarding the registration in the temporary
shareholders' register, 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 has to register a holder of the nominee
registered shares, who wants to participate in the Annual General Meeting, into
the temporary shareholders' register of the company at the latest by the time
stated above. 

Further information on these matters can also be found on the company's website
www.fortum.com/agm. 

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the meeting by way of proxy representation. A proxy
representative shall produce a dated proxy document or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder at the Annual
General Meeting. When a shareholder participates in the Annual General Meeting
by means of several proxy representatives representing the shareholder, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the Annual General Meeting. 

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. 

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this notice to the Annual General Meeting the total number of
shares in Fortum Corporation, and votes represented by such shares, is
888,367,045. 

Finlandia Hall can be reached by tram (numbers 4, 7 and 10; the stop at the
National Museum of Finland) and bus lines driving along Mannerheimintie.
Shareholders arriving by car may park at their own cost in Q-Park Finlandia
with direct underground passage to Finlandia Hall. 

In Espoo, 3 February 2014
Fortum Corporation
The Board of Directors

Further information:
Kaarina Ståhlberg, General Counsel, Fortum Corporation, Tel. +358 10 452 5350



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www.fortum.com