Fortum Corporation STOCK EXCHANGE RELEASE 27 February 2007
Notice of the Annual General Meeting of shareholders and Board of Director's
proposals
- Fortum's Annual General Meeting will be held on 28 March 2007
- The Board of Directors proposes that a dividend of EUR 1.26 per share be paid
- The Board of Directors proposes that the current Articles of Association be
amended
- The Board of Directors proposes that it is authorised to decide to repurchase
the company's own shares
NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of Fortum Corporation are invited to the Annual General Meeting
to be held on Wednesday, 28 March 2007, at 3:00 pm at Cable Factory's
Merikaapelihalli, address: Tammasaarenlaituri, Entrance J, 00180 Helsinki.
Registration of shareholders who have notified the company of their attendance
will begin at 2:00 pm. The Annual General Meeting will be conducted in Finnish
and interpreted simultaneously into Swedish and English.
Matters belonging to the Annual General Meeting pursuant to Paragraph 18 of the
Articles of Association and Section 3 of Chapter 5 of the Companies Act as well
as the other following matters will be on the agenda of the Annual General
Meeting:
1. Adoption of the financial statements and the consolidated financial
statements
2. Distribution of profit
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 1.26 per share be paid based on the adopted balance sheet for the financial
year that ended on 31 December 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. The dividend will be paid to shareholders registered
in the register of shareholders maintained by the Finnish Central Securities
Depository Ltd on the record date for dividend payment, 2 April 2007. The
dividend will be paid on 11 April 2007.
3. Discharge from liability for the Supervisory Board, the Board of Directors
and the Managing Director
4. Remuneration for the members of the Supervisory Board and the Board of
Directors as well as the Auditor
The Shareholders' Nomination Committee proposes to the Annual General Meeting
that the Board of Directors receive the following remuneration: for the
chairman, EUR 55,000 per year; for the deputy chairman, EUR 42,000 per year; and
for each member, EUR 30,000 per year. In addition, a fee of EUR 500 for each
meeting of the Board of Directors and its committees is proposed. For Board
members living outside Finland in Europe the fee for each meeting is proposed to
be doubled.
5. The number of the members of the Supervisory Board and election of chairman,
deputy chairman and members of the Supervisory Board
6. The number of the members of the Board of Directors and election of chairman,
deputy chairman and members of the Board of Directors
The Shareholders' Nomination Committee proposes to the Annual General Meeting
that the chairman Peter Fagernäs, deputy chairman Birgitta Kantola and members
Esko Aho, Birgitta Johansson-Hedberg, Matti Lehti, Marianne Lie and Christian
Ramm-Schmidt be re-elected.
7. Election of Auditor
On the recommendation of the Audit Committee, the Board of Directors proposes
that the Annual General Meeting elect Deloitte & Touche Oy, chartered
accountants, as the auditor.
8. Proposal of the Board of Directors to amend or delete Paragraphs 3, 4, 9, 11,
18 and 19-32 of the Articles of Association
The Board of Directors proposes that the current Articles of Association be
amended to correspond with the provisions of the new Companies Act that came
into force on 1 September 2006 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 and other sections in the
paragraph shall be deleted.
Paragraphs 9 and 11 of the Articles of Association shall be amended so that 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. Points 4 and 5 of sub-section 1 of the
same paragraph shall be amended so that at the Annual General Meeting of
Shareholders the adoption of the financial statements and consolidated financial
statements and 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 shall be deleted.
9. Proposal of the Board of Directors to authorise the Board of Directors to
decide to repurchase the company's own shares
The Board of Directors proposes that the Board of Directors be authorised to
decide to repurchase the company's own shares by using non-restricted equity.
The authorisation is proposed to be valid until the next Annual General Meeting.
The shares will be repurchased in order to steer Fortum's capital structure
towards the agreed target.
The maximum amount of shares to be repurchased is 20 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 the
Helsinki Stock Exchange, which means that they will not be purchased in
proportion to the holdings of the shareholders. The repurchase price of the
shares will be based on the public trading price of Fortum shares.
Shares repurchased by the company shall be cancelled by a separate decision of
the Board of Directors.
10. Proposal by the State of Finland to appoint a Nomination Committee
The State of Finland represented by the Ministry of Trade and Industry, proposes
that the Annual General Meeting resolve 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
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 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 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.
11. Proposal of shareholder George Jauhiainen to dissolve the Supervisory Board
Availability of documents
The annual report of Fortum including the financial statements and the proposals
mentioned above in sections 8 and 9 will be available to shareholders on
Fortum's website (www.fortum.com/agm) from 13 March 2007 and will be sent to
shareholders on request (please send e-mail to keilaniemi.postitus@fortum.com or
telephone +358 (0) 10 45 29151 between 10:00 am - 2:00 pm (Finnish time) on
business days). They are also available at the Annual General Meeting.
Right to attend the Annual General Meeting
Shareholders who are registered on 16 March 2007 in the register of shareholders
of the company, maintained by the Finnish Central Securities Depository Ltd, are
entitled to attend the Annual General Meeting.
Shareholders who hold their shares under the name of a nominee can be
temporarily registered in the register of shareholders of the company on 16
March 2007 to allow attendance at the Annual General Meeting.
Shareholders wishing to attend the Annual General Meeting must notify the
company of their attendance by 4:00 pm (Finnish time) on 21 March 2007 at the
latest. The notifications will be accepted starting from 1 March 2007. You may
notify your attendance
- at the Fortum website at www.fortum.com/agm
- by phone on +358 (0) 10 452 9460
- by fax on +358 (0) 10 262 2727
- by letter to Fortum Corporation, Corporate Legal Affairs/ AGM, P.O. Box 1,
00048 FORTUM, Finland.
Notifications must arrive by 4:00 pm (Finnish time) on 21 March 2007 at the
latest.
Powers of attorney
Any powers of attorney should be delivered so that they arrive by 4:00 pm
(Finnish time) on 21 March 2007 at the latest.
Instructions and information to the participants
Cable Factory can be reached by the underground (Ruoholahti station), by tram
number 8 and by several Espoo and Helsinki bus lines going via Ruoholahti.
Shareholders arriving by car are advised to leave their cars in Ruoholahti
shopping centre's EuroPark parking hall, where more detailed guidance will be
available. Tickets for paying the parking fee will be available from the guides.
Transportation from Ruoholahti shopping centre to Cable Factory will be
organised from 1:45 pm.
Separate invitations shall not be sent to the shareholders.
In Espoo, on 27 February 2007
Fortum Corporation
The Board of Directors
APPENDIX 1:
THE BOARD OF DIRECTORS PROPOSES TO THE ANNUAL GENERAL MEETING AN AMENDMENT OF
THE ARTICLES OF ASSOCIATION
The Board of Directors of Fortum Corporation proposes to the Annual General
Meeting of Shareholders to be held on 28 March 2007 that the Annual General
Meeting would resolve to amend the company's present Articles of Association as
follows:
1. The minimum and maximum capital requirements in Paragraph 3, sub-section 1 of
the Articles of Association shall be deleted.
2. 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.
3. 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.
4. 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.
5. 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.
APPENDIX 2:
PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE TO REPURCHASE THE
COMPANY'S OWN SHARES
The Board of Directors of Fortum Corporation proposes that the Annual General
Meeting of Shareholders on 28 March 2007 authorise the Board of Directors to
decide to repurchase the company's own shares by using non-restricted equity.
The authorisation is proposed to be valid until the next Annual General Meeting.
The shares will be repurchased in order to steer Fortum's capital structure
towards the agreed target.
The maximum amount of shares to be repurchased is 20 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 the
Helsinki Stock Exchange, which means that they will not be purchased in
proportion to the holdings of the shareholders. The repurchase price of the
shares will be based on the public trading price of Fortum shares. The
repurchases shall be carried out and settled according to the Rules of the
Helsinki Stock Exchange and any other applicable rules.
Shares repurchased by the company shall be cancelled by a separate decision of
the Board of Directors.
The repurchase will not have a material impact on the division of the ownership
of the shares and the voting rights.
In Espoo on 27 February 2007
Fortum Corporation
The Board of Directors
Distribution:
Helsinki Stock Exchange
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Notice of the Annual General Meeting of shareholders and Board of Director's proposals
| Source: Fortum