FORTUM CORPORATION STOCK EXCHANGE RELEASE 17 DECEMBER 2025 AT 16:30 EET
Release category: Other information disclosed according to the rules of the
Exchange
The Shareholders' Nomination Board of Fortum has submitted its proposals to the
Annual General Meeting 2026 to Fortum's Board of Directors. The Annual General
Meeting is planned to be held on Tuesday 31 March 2026.
Members of the Board of Directors
The Shareholders' Nomination Board proposes that the Board of Directors consist
of ten (10) members (previously nine) the Chair and the Deputy Chair included.
The Shareholders' Nomination Board proposes the following persons to be elected
to the Board of Directors for a term ending at the end of the Annual General
Meeting 2027:
Proposed to be re-elected as members:
Ralf Christian,
Luisa Delgado,
Jonas Gustavsson,
Stefanie Kesting,
Marita Niemelä,
Mikael Silvennoinen,
Johan Söderström, and
Vesa-Pekka Takala.
Proposed to be elected as new members to the Board:
Mika Anttonen and
Emmanuelle Verger-Chabot.
Mikael Silvennoinen is proposed to be elected as Chair and Jonas Gustavsson as
Deputy Chair of the Board of Directors. Teppo Paavola, who has been a Board
member since 2020, is not available for re-election.
All candidates have consented to the appointment and all are independent of the
company and its significant shareholders in accordance with the Finnish
Corporate Governance Code for listed companies.
In accordance with the charter of the Shareholders' Nomination Board and the
Corporate Governance Code applicable to companies listed at Nasdaq Helsinki, the
task of the Shareholders' Nomination Board is to ensure that the proposed Board
as a whole possesses extensive competences and experience relevant for the
company, in addition to ensuring the qualifications of the individual Board
member candidates. The Shareholders' Nomination Board is also responsible for
ensuring that Board diversity principles are appropriately taken into account
and that the proposed Board composition also meets the other requirements set
forth by the legislation and the Finnish Corporate Governance Code for listed
companies. On the subject of the election procedure of the Board members, the
Shareholders' Nomination Board suggests that the shareholders take a stand on
the Board composition and nominations as a whole.
Remuneration of the Board of Directors
The Shareholders' Nomination Board of Fortum Corporation annually submits its
proposal to the Annual General Meeting for resolution in accordance with the
charter of the Shareholders' Nomination Board.
The proposal of the Shareholders' Nomination Board on the remuneration of the
Board of Directors of Fortum Corporation is based on the program published as a
stock exchange release on 29 January 2021, in accordance with which the aim has
been to bring the remuneration of the Board of Directors to market level by
2026. The Shareholders' Nomination Board considers that with this proposal, the
goals of the program to increase the Board remuneration have been achieved in
accordance with the plan.
Benchmark data prepared by an external advisor has been used in defining the
market level. The aim has been to include the most relevant benchmark group
possible consisting of companies listed in Helsinki but conducting their
business globally.
The Shareholders' Nomination Board proposes the following fixed annual fees to
be paid to the Chair, Deputy Chair and the other members of the Board of
Directors for the term starting at the end of the Annual General Meeting 2026
and ending at the end of the Annual General Meeting 2027 (the fees resolved by
the Annual General Meeting 2025 shown in parentheses):
· Board Chair: EUR 175,000 (currently EUR 155,000)
· Board Deputy Chair: EUR 95,000 (EUR 85,000),
· Committee Chairs: EUR 95,000 (EUR 85,000), in case that they do not
simultaneously serve as Chair or Deputy Chair of the Board of Directors; and
· Board members: EUR 75 000 (EUR 68,000)
In addition, the Shareholders' Nomination Board proposes that the meeting fee
payable to a Board member, also for the Committee meetings, be EUR 1,000 (EUR
1,000) for each meeting, or EUR 2,000 (EUR 2,000) in case the member travels to
the meeting outside their country of residence. When a member participates in
the meeting via remote connection, or for the decisions that are confirmed
without convening a meeting, the meeting fee be EUR 1,000 (EUR 1,000). The
travel expenses of Board members are compensated in accordance with the
company's travel policy.
Further, the Shareholders' Nomination Board proposes that the annual fee for the
Board work of the Board members be paid in company shares and in cash in such a
way that approximately 40% of the amount of the annual fee be payable in shares
acquired on behalf and in the name of the Board members, and the remainder in
cash. The company will pay the costs and the transfer tax related to the
purchase of the company shares.
The shares will be acquired on behalf and in the name of the Board members
within two weeks following the publication of the company's first quarter 2026
interim report. If share purchases cannot be carried out within the
aforementioned schedule due to a reason related to the company or a Board
member, the shares will be acquired later, or the annual fee will be paid fully
in cash. The meeting fees are proposed to be paid fully in cash.
Members of the Shareholders' Nomination Board
Maija Strandberg, Director General, Prime Minister's Office, Ownership Steering
Department, serves as the Chair of the Shareholders' Nomination Board. The
members of the Shareholders' Nomination Board are Mikko Mursula, President and
CEO of Ilmarinen Mutual Pension Insurance Company and Risto Murto, President and
CEO of Varma Mutual Pension Insurance Company. Chair of Fortum Board of
Directors Mikael Silvennoinen serves as expert to the Shareholders' Nomination
Board without right to vote.
Fortum Corporation
Additional information:
Maija Strandberg, Chair of the Shareholders' Nomination Board of Fortum, tel.
+358 50 407 8423.
The CVs of the proposed new Board members are attached to this release.
Distribution:
Nasdaq Helsinki
Main media
www.fortum.com
Fortum
Fortum is a Nordic energy company. We generate and deliver reliable energy to
our customers and the Nordic energy system while at the same time helping
industries decarbonise their processes and grow. Our core operations comprise
efficient and best-in-class low-carbon power generation, customer services, and
heating and cooling. Fortum's power generation is already 99% from renewable or
nuclear sources with one of the lowest specific CO2-emissions in Europe. We are
guided by our ambitious SBTi-validated emission reduction targets on our way
towards net-zero by 2040. For our ~4,500 employees, we commit to be a safe and
inspiring workplace. Fortum's share is listed on Nasdaq
Helsinki. fortum.com (https://www.fortum.com)