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2008-04-01 16:15:00 CEST 2008-04-01 16:15:00 CEST REGULATED INFORMATION Fortum - Decisions of general meetingDECISIONS BY THE ANNUAL GENERAL MEETING OF FORTUMFortum Corporation's Annual General Meeting, which was held in Helsinki on 1 April 2008, adopted the financial statements of the parent company and the Group for 2007, discharged Fortum's Supervisory Board, Board of Directors and the President and CEO from liability for 2007, and decided to pay a dividend of EUR 1.35 per share for 2007. Of this dividend, EUR 0.77 per share is to be paid from the company's recurring earnings and EUR 0.58 per share as additional dividend in order to steer the company's capital structure towards the target. The record date for dividend payment is 4 April 2008 and the dividend payment date is 11 April 2008. Supervisory Board, Board of Directors and Auditor The number of members of Fortum's Supervisory Board was confirmed to be 10. The following persons were elected to the Supervisory Board: Markku Laukkanen (Chairman), Sanna Perkiö (Deputy Chairman), Rakel Hiltunen, Sampsa Kataja, Kimmo Kiljunen, Katri Komi, Juha Mieto and Jukka Mäkelä, who are all Members of Parliament, as well as Martti Alakoski, Member of the City Council of Kurikka and Panu Laturi, Secretary General. The Supervisory Board was elected until the end of the following Annual General Meeting. The Annual General Meeting confirmed the following remunerations for Supervisory Board service: -------------------------------------------------------------------------------- | Chairman | EUR 1,000/month | -------------------------------------------------------------------------------- | Deputy chairman | EUR 600/month | -------------------------------------------------------------------------------- | Member | EUR 500/month | -------------------------------------------------------------------------------- | Meeting fee | EUR 200/meeting | -------------------------------------------------------------------------------- The number of members in the Board of Directors was confirmed to be seven. The following persons were re-elected to the Board of Directors: Peter Fagernäs (Chairman), Matti Lehti (Deputy Chairman), Esko Aho, Birgitta Johansson-Hedberg, Marianne Lie and Christian Ramm-Schmidt. Ilona Ervasti-Vaintola, Group Chief Counsel, was elected as a new member of the Board of Directors. The Board of Directors was elected until the end of the following Annual General Meeting. The Annual General Meeting confirmed the following remuneration for Board Service: -------------------------------------------------------------------------------- | Chairman | EUR 66,000/year | -------------------------------------------------------------------------------- | Deputy chairman | EUR 49,200/year | -------------------------------------------------------------------------------- | Member | EUR 35,400/year | -------------------------------------------------------------------------------- In addition, a EUR 600 meeting fee is paid. The meeting fee is also paid for committee meetings and is paid in double to a member who lives outside Finland in Europe. Authorised Public Accountant Deloitte & Touche Oy was re-elected as auditor, with CGR Mikael Paul having the principal responsibility. Amendment of the Articles of Association The Annual General Meeting of Shareholders resolved to amend Paragraph 8 of the company's Articles of Association so that the maximum number of members to be elected to the Board of Directors, in addition to the chairman and deputy chairman, increases from five to six. Repurchase of the company's own shares The Annual General Meeting authorised the Board of Directors to repurchase the company's own shares by using non-restricted equity. The authorisation is valid until the next Annual General Meeting. The shares will be repurchased in order to steer Fortum's capital structure towards the target. The maximum amount of shares to be repurchased is 15 million shares. In addition, the amount of funds used for the repurchases may not exceed EUR 300 million. The shares will be repurchased through public trading of the securities on OMX Nordic Exchange Helsinki Oy, which means that they will not be purchased in proportion to the holdings of the shareholders. The repurchase price of the shares shall be based on the public trading price of Fortum shares. Shares repurchased by the company shall be cancelled by a separate decision of Board of Directors. Shareholders' Nomination Committee The Annual General Meeting resolved 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 chairman of the Board of Directors, acting as an expert member, and the representatives of the three main shareholders. The three shareholders whose share of the total votes of all the shares of the company is largest on 3 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 31 October 2008. 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 2 February preceding the Annual General Meeting. The proposal by the shareholder George Jauhiainen to dissolve the Supervisory Board was not accepted. Fortum Corporation Maria Romantschuk Senior Vice President, Corporate Communications Distribution: OMX Nordic Exchange Helsinki Key media www.fortum.com APPENDIX: Members of the Board of Directors Peter Fagernäs Chairman, Born 1952, Master of Laws Main occupation: Chairman of the Board of Oy Hermitage Ab and Managing Partner of Hermitage Co Ltd Primary work experience: Chairman of the Board, Pohjola Group Plc Chairman of the Board, Conventum Plc CEO, Conventum Plc Member of the Board, Merita Bank CEO, Prospectus Oy Various positions at Kansallis-Osake-Pankki Key positions of trust: Member of the Board of Finnlines Plc and Winpak Ltd., Canada Independent member of Fortum's Board of Directors since 2004 Matti Lehti Vice Chairman, born 1947, PhD (Econ) Main occupation: Chairman of the Board of TietoEnator Corporation Primary work experience: President and CEO and member of the Board, TietoEnator Corporation, Tietotehdas Oy and TietoGroup Deputy Managing Director, Rautakirja Oy Key positions of trust: Member of the Board of Pöyry Plc, Chairman of the Foundation for Economic Education, Vice Chairman of the Helsinki School of Economics Foundation and Chancellor of the Helsinki School of Economics Independent member of Fortum's Board of Directors since 2005 Esko Aho Born 1954, Master of Political Sciences Main occupation: President of Sitra, the Finnish Innovation Fund Primary work experience: Prime Minister of Finland Member of Parliament Leader of the Centre Party Lecturer at Harvard Key positions of trust: Member of the Board of Russian Venture Company Independent member of Fortum's Board of Directors since 2006 Ilona Ervasti-Vaintola born 1951, LL.M., Trained on the bench Main occupation: Sampo plc, Group Chief Counsel, Principal Attorney, Secretary of the Board of Directors of Sampo plc. Member of the Group Executive Committee. Primary work experience: Mandatum Bank plc, Chief Counsel and member of the Board Mandatum & Co Ltd, Director, Partner Union Bank of Finland Ltd, Head of Financial Law Department, Legal counsel Key positions of trust: Member of the Board or Fiskars Corporation, OMX Nordic Exchange Group Oy and Finnish Literature Society; Chairman of Legal Committee and Member of the Panel on Takeovers and Mergers at the Central Chamber of Commerce of Finland Independent member of Fortum's Board of Directors since 2008 Birgitta Johansson-Hedberg Born 1947, Bachelor of Art, Master of Psychology Main occupation: Director Primary work experience: President and CEO of Lantmännen President and CEO of Foreningssparbanken Resident Director for Scandinavia, Wolters Kluwer Key positions of trust: Chairman of the Board of University of Umeå, Vinnova and Vägverket Konsultråd, Vice Chairman of the Board of A-banan, Member of the Board of Botnia-banan, Sveaskog and Finansinspektionen Independent member of Fortum's Board of Directors since 2004 Marianne Lie Born 1962, Law and Political Science studies at the University of Oslo (UiO) Main occupation: Director Primary work experience: Director General, Norwegian Shipowners' Association (NSA) Managing Director, Helsevakten Telemed AS, a company within the Umoe-Group Managing Director, Vattenfall Norge AS Director, Department of Information and Industrial Policy, NSA Key positions of trust: Chairman of the Board of Punkt Ø, Member of the Board of Kverneland ASA and Arendals Fossekompani ASA Independent member of Fortum's Board of Directors since 2005 Christian Ramm-Schmidt born 1946, B. Sc. (Econ.) Main occupation: Senior Partner of Merasco Capital Ltd. Primary work experience: President of Baltic Beverages Holding Ab (BBH) President of Fazer Biscuits Ltd., Fazer Chocolates Ltd., Fazer Confectionery Group Ltd. Director, ISS ServiSystems Oy Key positions of trust: Chairman of the Board of Derbes Brewery (BBH), Kazakhstan, Member of the Board of Oy Chips Ab, Bang & Bonsomer Oy, Orkla CIS Holding Ltd, Tradeka Group Ltd, MDC Education Group and Sarbast Plus Brewery (BBH), Uzbekistan Independent member of Fortum's Board of Directors since 2006 |
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