2007-03-28 17:35:27 CEST
2007-03-28 17:35:27 CEST
REGULATED INFORMATION
Fortum - Decisions of general meeting
DECISIONS BY THE ANNUAL GENERAL MEETING OF FORTUM
Fortum Corporation's Annual General Meeting, which was held in Helsinki on 28 March 2007, adopted the financial statements of the parent company and the Group for 2006, discharged Fortum's Supervisory Board, Board of Directors and the President and CEO from liability for 2006, and decided to pay a dividend of EUR 1.26 per share for 2006. Of this total dividend, EUR 0.73 per share is in accordance with the Group's dividend policy and EUR 0.53 per share is additional dividend proposed in order to steer Fortum's capital structure towards the agreed target level. The record date for dividend payment is 2 April 2007 and the dividend payment date is 11 April 2007. 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: Timo Kalli (Chairman), Rakel Hiltunen (Deputy Chairman), Kimmo Kiljunen, Jari Koskinen, Sirpa Paatero, Oras Tynkkynen and Ben Zyskowicz, who are all Members of Parliament, as well as Martti Alakoski, Member of the City Council of Kurikka, Lasse Hautala, Chairman of the City Council of Kauhajoki and Mikko Immonen, Member of the Community Council of Mynämäki. 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), Birgitta Kantola (Deputy Chairman), Esko Aho, Birgitta Johansson-Hedberg, Matti Lehti, Marianne Lie and Christian Ramm-Schmidt. 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 55,000/year | -------------------------------------------------------------------------------- | Deputy chairman | EUR 42,000/year | -------------------------------------------------------------------------------- | Member | EUR 30,000/year | -------------------------------------------------------------------------------- In addition, a EUR 500 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 the company's present Articles of Association as follows: The minimum and maximum capital requirements in Paragraph 3, sub-section 1 of the Articles of Association shall be deleted. Paragraph 4 of the Articles of Association shall be amended so that the company's shares belong to the book-entry system in accordance with the provisions of the Finnish Act on Book-Entry System. Other sections in the paragraph shall be deleted. Paragraphs 9 and 11 of the Articles of Association shall be amended so that instead of signing for the company the term "representing the company" adopted under the new Finnish Companies Act shall be used. Paragraph 18, sub-section 1, point 1 of the Articles of Association shall be amended so that at the Annual General Meeting of Shareholders the financial statements, which include consolidated financial statements and the Operating and Financial Review, shall be presented; and points 4 and 5 so that at the Annual General Meeting of Shareholders the adoption of the financial statements and consolidated financial statements as well as the use of the profit shown in the balance sheet shall be decided on. Paragraphs 19-32 of the Articles of the Association relating to redemption of shares are proposed to be deleted since the Finnish Securities Markets Act includes a corresponding mandatory provision. Repurchase of the company's own shares The Annual General Meeting authorised the Board of Directors to repurchase the company's own shares with funds available for distribution of profit. The authorisation is valid until the next Annual General Meeting. The shares will be acquired in order to direct the capital structure of the company towards the agreed target level. The maximum amount of shares to be repurchased is 20 million. In addition, the amount of consideration used for the acquisitions may not exceed EUR 300 million. The shares will be repurchased through public trading of the securities on the Helsinki Stock Exchange, which means that they will not be purchased in proportion to the holdings of the shareholders. The acquisition price of the shares must be based on the price of Fortum's share in public trading. Shares repurchased by the company shall be cancelled through a separate decision made by the 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 the 1st day of 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 the case of an owner required by the Securities Markets Act to report certain changes in ownership (flagging by shareholder required), ownership distributed among various funds, for example, will be counted as one holding, should the owner inform the Board in writing of this request no later than on 31 October 2007. 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 the 1st of February preceding the Annual General Meeting. The proposal by the shareholder George Jauhiainen to dissolve the Supervisory Board was not accepted. Fortum Corporation Carola Teir-Lehtinen Senior Vice President, Corporate Communications Distribution: Helsinki Stock Exchange 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 Simultaneous positions of trust: Member of the Board of Finnlines Plc and Winpak Ltd., Canada Independent member of Fortum's Board of Directors since 2004 BIRGITTA KANTOLA Deputy Chairman, born 1948, Master of Laws Main occupation: Director Primary work experience: Executive Vice President (Finance), Nordic Investment Bank Vice President and CFO, International Finance Corporation, Washington D.C. Simultaneous positions of trust: Member of the Board of Akademiska Hus AB, Nordea Bank AB, StoraEnso Oyj, Varma Mutual Pension Insurance Company, Vasakronan AB and Åbo Akademi Independent member of Fortum's Board of Directors since 2001 ESKO AHO Born 1954, Master of Political Sciences Main occupation: President of the Finnish National Fund for Research and Development (Sitra) Primary work experience: Prime Minister of Finland 1991-1995 Member of Parliament 1983 -2003 Leader of the Centre Party 1990 -2002 Lecturer at Harvard 2000 -2001 Simultaneous positions of trust: Chairman of a group of experts on European innovation policy 2005 -2006 Independent member of Fortum's Board of Directors since 2006 BIRGITTA JOHANSSON-HEDBERG Born 1947, Bachelor of Art, Master of Psychology Main occupation: Director Primary work experience: President and CEO, Lantmännen President and CEO, Föreningssparbanken Resident Director for Scandinavia, Wolters Kluwer Simultaneous positions of trust: Member of the Board of Sveaskog, Chairman of the Board of the University of Umeå and Member of Aktiemarknadsnämnden Independent member of Fortum's Board of Directors since 2004 MATTI LEHTI 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 Simultaneous positions of trust: Member of the Board of Pöyry Plc and Confederation of Finnish Industries EK, 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 MARIANNE LIE Born 1962, Law and Political Science studies at the University of Oslo (UiO) Main occupation: Director General, Norwegian Shipowners Association (NSA) Primary work experience: Managing Director, Helsevakten Telemed AS, a company within the Umoe-Group Managing Director, Vattenfall Norge AS Director, Department of Information and Industrial Policy, NSA Simultaneous 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 Simultaneous 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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