HELSINKI, 12-2-2015 — /EuropaWire/ — The shareholders of Fortum Corporation are invited to the Annual General Meeting to be held on Tuesday, 31 March 2015, 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
2014
• Review by the President and CEO
7. Adoption of the financial statements and consolidated financial statements
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 and an
extra dividend of EUR 0.20 per share be paid based on the adopted balance sheet for the financial year that ended on 31 December 2014, i.e. the total amount of dividend to be paid is EUR 1,154,877,158.50. The remaining part of the profit shown on the balance sheet shall be retained in the company’s unrestricted equity. The dividend and the extra dividend shall be paid to the shareholders who on the record date of the dividend payment 2 April 2015 are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend and the extra dividend be paid on 14 April 2015.
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 Annual General Meeting has on 8 April 2014 resolved that the fees paid to the members of the Board of Directors are 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.
• The Annual General Meeting has on 8 April 2014 resolved that the fee for each Board and Board Committee meeting is EUR 600. For Board members living outside Finland in Europe, the fee for each meeting has been doubled and for Board members living outside Europe, the fee for each meeting has been tripled.
• The Shareholders’ Nomination Board proposes that the fees to be paid to the members of the Board of Directors for the following term of office are as follows: for the chairman, EUR 90,000 per year; for the deputy chairman, EUR 65,000 per year; and for each member, EUR 45,000 per year, as well as for the
chairman of the Audit and Risk Committee EUR 65,000 per year if he or she is not at the same time acting as chairman or deputy chairman of the Board Directors.
• In addition, the Shareholders’ Nomination Board proposes that the fee for each Board and Board Committee meeting for the following term of office is EUR 600. For Board members living outside Finland in Europe, the proposed fee for each meeting will be doubled, and for Board members living outside Europe, the proposed fee for each meeting will be tripled. For Board members living in Finland, the proposed fee for each Board and Board Committee meeting will be doubled for meetings held outside Finland and tripled for meetings held outside Europe. For Board and Committee meetings held as a telephone conference, the proposed fee will be paid as single to all members. No fee will be paid for decisions made without a separate meeting.
• The largest shareholder of the company, the Finnish State, which owns approximately 50,76% of the shares in the company at the date of the Notice to the Annual General Meeting, has notified the Board of Directors of the company that, in deviation from the proposal made by the Shareholders’ Nomination
Board, it will propose to the Annual General Meeting that the yearly fees to be paid to the members of the Board of Directors remain at the current level for the following term of office.
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, Mr Petteri Taalas and Mr Jyrki Talvitie as well as new members Ms Eva Hamilton and Mr Tapio Kuula.
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. 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 on week 10 at the latest. 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 19 March 2015 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 26 March 2015 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 4 February 2015:
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 19 March 2015. 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 26 March 2015. 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 from the car park to Finlandia Hall.
In Espoo, 3 February 2015
Fortum Corporation
The Board of Directors
Further information:
Sirpa-Helena Sormunen, General Counsel, Fortum Corporation,
Tel. +358 10 452 5350
Distribution:
NASDAQ OMX Helsinki
Key media
www.fortum.com
- 28-Mar-2025: Digi Communications N.V. announces the conclusion of Facilities Agreements by companies within Digi Group
- Aeroluxe Expeditions Enters U.S. Market with High-Touch Private Jet Journeys—At a More Accessible Price ↗️
- SABIO GROUP TAKES IT’S ‘DISRUPT’ CX PROGRAMME ACROSS EUROPE
- EU must invest in high-quality journalism and fact-checking tools to stop disinformation
- ¿Está Banco Azteca al borde de la quiebra o de una intervención gubernamental? Preocupaciones crecientes sobre la inestabilidad financiera
- Netmore and Zenze Partner to Deploy LoRaWAN® Networks for Cargo and Asset Monitoring at Ports and Terminals Worldwide
- Rise Point Capital: Co-investing with Independent Sponsors to Unlock International Investment Opportunities
- Netmore Launches Metering-as-a-Service to Accelerate Smart Metering for Water and Gas Utilities
- Digi Communications N.V. announces that a share transaction was made by a Non-Executive Director of the Company with class B shares
- La Ballata del Trasimeno: Il Mediometraggio si Trasforma in Mini Serie
- Digi Communications NV Announces Availability of 2024 Preliminary Financial Report
- Digi Communications N.V. announces the recent evolution and performance of the Company’s subsidiary in Spain
- BevZero Equipment Sales and Distribution Enhances Dealcoholization Capabilities with New ClearAlc 300 l/h Demonstration Unit in Spain Facility
- Digi Communications NV announces Investors Call for the presentation of the 2024 Preliminary Financial Results
- Reuters webinar: Omnibus regulation Reuters post-analysis
- Patients as Partners® Europe Launches the 9th Annual Event with 2025 Keynotes, Featured Speakers and Topics
- eVTOLUTION: Pioneering the Future of Urban Air Mobility
- Reuters webinar: Effective Sustainability Data Governance
- Las acusaciones de fraude contra Ricardo Salinas no son nuevas: una perspectiva histórica sobre los problemas legales del multimillonario
- Digi Communications N.V. Announces the release of the Financial Calendar for 2025
- USA Court Lambasts Ricardo Salinas Pliego For Contempt Of Court Order
- 3D Electronics: A New Frontier of Product Differentiation, Thinks IDTechEx
- Ringier Axel Springer Polska Faces Lawsuit for Over PLN 54 million
- Digi Communications N.V. announces the availability of the report on corporate income tax information for the financial year ending December 31, 2023
- Unlocking the Multi-Million-Dollar Opportunities in Quantum Computing
- Digi Communications N.V. Announces the Conclusion of Facilities Agreements by Companies within Digi Group
- The Hidden Gem of Deep Plane Facelifts
- KAZANU: Redefining Naturist Hospitality in Saint Martin ↗️
- New IDTechEx Report Predicts Regulatory Shifts Will Transform the Electric Light Commercial Vehicle Market
- Almost 1 in 4 Planes Sold in 2045 to be Battery Electric, Finds IDTechEx Sustainable Aviation Market Report
- Digi Communications N.V. announces the release of Q3 2024 financial results
- Digi Communications NV announces Investors Call for the presentation of the Q3 2024 Financial Results
- Pilot and Electriq Global announce collaboration to explore deployment of proprietary hydrogen transport, storage and power generation technology
- Digi Communications N.V. announces the conclusion of a Memorandum of Understanding by its subsidiary in Romania
- Digi Communications N.V. announces that the Company’s Portuguese subsidiary finalised the transaction with LORCA JVCO Limited
- Digi Communications N.V. announces that the Portuguese Competition Authority has granted clearance for the share purchase agreement concluded by the Company’s subsidiary in Portugal
- OMRON Healthcare introduceert nieuwe bloeddrukmeters met AI-aangedreven AFib-detectietechnologie; lancering in Europa september 2024
- OMRON Healthcare dévoile de nouveaux tensiomètres dotés d’une technologie de détection de la fibrillation auriculaire alimentée par l’IA, lancés en Europe en septembre 2024
- OMRON Healthcare presenta i nuovi misuratori della pressione sanguigna con tecnologia di rilevamento della fibrillazione atriale (AFib) basata sull’IA, in arrivo in Europa a settembre 2024
- OMRON Healthcare presenta los nuevos tensiómetros con tecnología de detección de fibrilación auricular (FA) e inteligencia artificial (IA), que se lanzarán en Europa en septiembre de 2024
- Alegerile din Moldova din 2024: O Bătălie pentru Democrație Împotriva Dezinformării
- Northcrest Developments launches design competition to reimagine 2-km former airport Runway into a vibrant pedestrianized corridor, shaping a new era of placemaking on an international scale
- The Road to Sustainable Electric Motors for EVs: IDTechEx Analyzes Key Factors
- Infrared Technology Breakthroughs Paving the Way for a US$500 Million Market, Says IDTechEx Report
- MegaFair Revolutionizes the iGaming Industry with Skill-Based Games
- European Commission Evaluates Poland’s Media Adherence to the Right to be Forgotten
- Global Race for Autonomous Trucks: Europe a Critical Region Transport Transformation
- Digi Communications N.V. confirms the full redemption of €450,000,000 Senior Secured Notes
- AT&T Obtiene Sentencia Contra Grupo Salinas Telecom, Propiedad de Ricardo Salinas, Sus Abogados se Retiran Mientras Él Mueve Activos Fuera de EE.UU. para Evitar Pagar la Sentencia
- Global Outlook for the Challenging Autonomous Bus and Roboshuttle Markets
- Evolving Brain-Computer Interface Market More Than Just Elon Musk’s Neuralink, Reports IDTechEx
- Latin Trails Wraps Up a Successful 3rd Quarter with Prestigious LATA Sustainability Award and Expands Conservation Initiatives ↗️
- Astor Asset Management 3 Ltd leitet Untersuchung für potenzielle Sammelklage gegen Ricardo Benjamín Salinas Pliego von Grupo ELEKTRA wegen Marktmanipulation und Wertpapierbetrug ein
- Digi Communications N.V. announces that the Company’s Romanian subsidiary exercised its right to redeem the Senior Secured Notes due in 2025 in principal amount of €450,000,000
- Astor Asset Management 3 Ltd Inicia Investigación de Demanda Colectiva Contra Ricardo Benjamín Salinas Pliego de Grupo ELEKTRA por Manipulación de Acciones y Fraude en Valores
- Astor Asset Management 3 Ltd Initiating Class Action Lawsuit Inquiry Against Ricardo Benjamín Salinas Pliego of Grupo ELEKTRA for Stock Manipulation & Securities Fraud
- Digi Communications N.V. announced that its Spanish subsidiary, Digi Spain Telecom S.L.U., has completed the first stage of selling a Fibre-to-the-Home (FTTH) network in 12 Spanish provinces
- Natural Cotton Color lancia la collezione "Calunga" a Milano
- Astor Asset Management 3 Ltd: Salinas Pliego Incumple Préstamo de $110 Millones USD y Viola Regulaciones Mexicanas
- Astor Asset Management 3 Ltd: Salinas Pliego Verstößt gegen Darlehensvertrag über 110 Mio. USD und Mexikanische Wertpapiergesetze
- ChargeEuropa zamyka rundę finansowania, której przewodził fundusz Shift4Good tym samym dokonując historycznej francuskiej inwestycji w polski sektor elektromobilności
- Strengthening EU Protections: Robert Szustkowski calls for safeguarding EU citizens’ rights to dignity
- Digi Communications NV announces the release of H1 2024 Financial Results
- Digi Communications N.V. announces that conditional stock options were granted to a director of the Company’s Romanian Subsidiary
- Digi Communications N.V. announces Investors Call for the presentation of the H1 2024 Financial Results
- Digi Communications N.V. announces the conclusion of a share purchase agreement by its subsidiary in Portugal
- Digi Communications N.V. Announces Rating Assigned by Fitch Ratings to Digi Communications N.V.
- Digi Communications N.V. announces significant agreements concluded by the Company’s subsidiaries in Spain
- SGW Global Appoints Telcomdis as the Official European Distributor for Motorola Nursery and Motorola Sound Products
- Digi Communications N.V. announces the availability of the instruction regarding the payment of share dividend for the 2023 financial year
- Digi Communications N.V. announces the exercise of conditional share options by the executive directors of the Company, for the year 2023, as approved by the Company’s Ordinary General Shareholders’ Meetings from 18th May 2021 and 28th December 2022
- Digi Communications N.V. announces the granting of conditional stock options to Executive Directors of the Company based on the general shareholders’ meeting approval from 25 June 2024
- Digi Communications N.V. announces the OGMS resolutions and the availability of the approved 2023 Annual Report
- Czech Composer Tatiana Mikova Presents Her String Quartet ‘In Modo Lidico’ at Carnegie Hall
- SWIFTT: A Copernicus-based forest management tool to map, mitigate, and prevent the main threats to EU forests
- WickedBet Unveils Exciting Euro 2024 Promotion with Boosted Odds
- Museum of Unrest: a new space for activism, art and design
- Digi Communications N.V. announces the conclusion of a Senior Facility Agreement by companies within Digi Group
- Digi Communications N.V. announces the agreements concluded by Digi Romania (formerly named RCS & RDS S.A.), the Romanian subsidiary of the Company
- Green Light for Henri Hotel, Restaurants and Shops in the “Alter Fischereihafen” (Old Fishing Port) in Cuxhaven, opening Summer 2026
- Digi Communications N.V. reports consolidated revenues and other income of EUR 447 million, adjusted EBITDA (excluding IFRS 16) of EUR 140 million for Q1 2024
- Digi Communications announces the conclusion of Facilities Agreements by companies from Digi Group
- Digi Communications N.V. Announces the convocation of the Company’s general shareholders meeting for 25 June 2024 for the approval of, among others, the 2023 Annual Report
- Digi Communications NV announces Investors Call for the presentation of the Q1 2024 Financial Results
- Digi Communications intends to propose to shareholders the distribution of dividends for the fiscal year 2023 at the upcoming General Meeting of Shareholders, which shall take place in June 2024
- Digi Communications N.V. announces the availability of the Romanian version of the 2023 Annual Report
- Digi Communications N.V. announces the availability of the 2023 Annual Report
- International Airlines Group adopts Airline Economics by Skailark ↗️
- BevZero Spain Enhances Sustainability Efforts with Installation of Solar Panels at Production Facility
- Digi Communications N.V. announces share transaction made by an Executive Director of the Company with class B shares
- BevZero South Africa Achieves FSSC 22000 Food Safety Certification
- Digi Communications N.V.: Digi Spain Enters Agreement to Sell FTTH Network to International Investors for Up to EUR 750 Million
- Patients as Partners® Europe Announces the Launch of 8th Annual Meeting with 2024 Keynotes and Topics
- driveMybox continues its international expansion: Hungary as a new strategic location
- Monesave introduces Socialised budgeting: Meet the app quietly revolutionising how users budget
- Digi Communications NV announces the release of the 2023 Preliminary Financial Results
- Digi Communications NV announces Investors Call for the presentation of the 2023 Preliminary Financial Results
- Lensa, един от най-ценените търговци на оптика в Румъния, пристига в България. Първият шоурум е открит в София
- Criando o futuro: desenvolvimento da AENO no mercado de consumo em Portugal
- Digi Communications N.V. Announces the release of the Financial Calendar for 2024
- Customer Data Platform Industry Attracts New Participants: CDP Institute Report
- eCarsTrade annonce Dirk Van Roost au poste de Directeur Administratif et Financier: une décision stratégique pour la croissance à venir
- BevZero Announces Strategic Partnership with TOMSA Desil to Distribute equipment for sustainability in the wine industry, as well as the development of Next-Gen Dealcoholization technology
- Editor's pick archive....