FORTUM CORPORATION STOCK EXCHANGE RELEASE 3 FEBRUARY 2026 AT 9:30 EET
Release category: Notice to general meeting
The shareholders of Fortum Corporation (“Fortum” or the “Company”) are invited
to the Annual General Meeting 2026 (the “General Meeting”) of the Company to be
held on Tuesday 31 March 2026, starting at 2:00 p.m. (EEST) at the Conference
Centre of the Helsinki Expo and Convention Centre (Messukeskus Kokoussiipi),
address Rautatieläisenkatu 3, Helsinki, Finland. The reception of the
shareholders who have registered for the meeting and the distribution of voting
ballots will commence at the meeting venue at 12:30 p.m. (EEST). Coffee will be
served prior to the meeting.
The shareholders have the opportunity to exercise their voting rights also by
voting in advance. The instructions regarding the advance voting are presented
in Section C.4 herein.
In addition, the shareholders have the opportunity to follow the General Meeting
online via live webcast on the Company's website at www.fortum.com/agm. It is
not possible for the shareholders to ask questions, make counterproposals,
address the meeting otherwise, or to vote through the webcast. Following the
meeting via webcast is not considered as participation in the General Meeting or
exercise of shareholder rights. The shareholders that wish to follow the webcast
can exercise their voting rights by voting on certain matters on the agenda of
the General Meeting in advance in accordance with the instructions provided
below.
A. Matters on the agenda
The information referred to under agenda items 1-5 and the proposals pertaining
to the formal organisational matters of the General Meeting are included in a
separate organisational document published on the Company's website at
www.fortum.com/agm. The document also constitutes a part of this Notice. The
document may be supplemented at the General Meeting with information that is not
available prior to the General Meeting.
The following matters will be considered at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
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, the auditor's report and the
sustainability reporting assurance report for the year 2025
- The President and CEO's review.
The President and CEO will present a review at the General Meeting, a recording
of which will also be available on the Company's website at www.fortum.com/agm
after the General Meeting.
The financial statements, the consolidated financial statements, the operating
and financial review, the auditor's report and the sustainability reporting
assurance report of Fortum Corporation will be published on the Company's
website at www.fortum.com/annualreport2025 during week 7.
7. Adoption of the financial statements and consolidated financial statements
The Board of Directors proposes that the General Meeting adopt the financial
statements and the consolidated financial statements. The Company's auditor has
supported the adoption of the financial statements.
8. Resolution on the use of the profit shown on the balance sheet and the
distribution of dividend
The distributable funds of Fortum Corporation as at 31 December 2025 amounted to
EUR 6,769,857,747 including the profit for the financial year 2025 of EUR
253,472,257.
The Board of Directors proposes that a dividend of EUR 0.74 per share be paid
for the financial year 2025, which corresponds to 90 % payout of the Group's
comparable earnings per share (EPS) of EUR 0.82.
In Fortum's dividend policy, the payout ratio is 60-90 % of the Group's
comparable EPS. In situations with strong balance sheet and low investments,
Fortum applies the upper end of the range of the payout ratio.
Based on the number of shares registered as at 2 February 2026, the total amount
of dividend would be EUR 663,975,704. The Board of Directors proposes that the
remaining part of the distributable funds be retained in the unrestricted equity
of the Company.
The dividend would be paid to shareholders who on the record date of the
dividend payment 2 April 2026 are recorded in the Company's shareholders'
register held by Euroclear Finland Oy. The Board of Directors proposes that the
dividend be paid on 14 April 2026.
9. Resolution on the discharge from liability of the members of the Board of
Directors and the President and CEO for the financial year 2025
10. Presentation of the Remuneration Report for the Company's Governing Bodies
The Board of Directors proposes that the Remuneration Report for the Company's
Governing Bodies for 2025 be approved. The Remuneration Report for the Company's
Governing Bodies will be published on the Company's website at
www.fortum.com/annualreport2025 during week 7. The resolution of the General
Meeting on the approval of the Remuneration Report is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
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.
12. Resolution on the number of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the number of the members of
the Board of Directors consist of ten (10) members (previously nine) the Chair
and Deputy Chair included.
13. Election of the Chair, Deputy Chair and members of the Board of Directors
The Shareholders' Nomination Board proposes that the following persons be
elected to the Company's Board of Directors of the Company for a term ending at
the end of the Annual General Meeting 2027: Ralf Christian, Luisa Delgado, Jonas
Gustavsson, Stefanie Kesting, Marita Niemelä, Mikael Silvennoinen, Johan
Söderström and Vesa-Pekka Takala are proposed to be re-elected as members, and
Mika Anttonen and Emmanuelle Verger-Chabot are proposed to be elected as new
members.
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 major shareholders in accordance with the Finnish Corporate
Governance Code for listed companies.
The current Board members proposed to be re-elected have been presented on the
Company's website at www.fortum.com/governance and the CVs of the proposed new
members are available at www.fortum.com/agm.
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 the 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.
14. Resolution on the remuneration of the auditor and the sustainability
reporting assurance provider
On the recommendation of the Audit and Risk Committee, the Board of Directors
proposes that the fees of the auditor and the sustainability reporting assurance
provider for the financial year 2027 be paid pursuant to the invoices approved
by the Company.
15. Election of the auditor and the sustainability reporting assurance provider
for the financial year 2027
On the recommendation of the Audit and Risk Committee, the Board of Directors
proposes that KPMG Oy Ab be re-elected as the Company's auditor and the
sustainability reporting assurance provider for the financial year 2027. In
addition, it is proposed that the Annual General Meeting request the auditor to
give a statement on the granting of discharge from liability to the members of
the Board of Directors, the President and CEO and the possible Deputy President
and CEO, on the Board of Directors' proposal for the distribution of funds, and
on the adoption of the financial statements.
KPMG Oy Ab has notified the Company that in the event it is elected as auditor
and sustainability reporting assurance provider for the financial year 2027,
Kirsi Jantunen, APA, ASA, would be the principal auditor and the principal
authorised sustainability auditor.
The recommendations of the Audit and Risk Committee of the Board of Directors on
the election of the auditor and the sustainability reporting assurance provider
are available on the Company's website at www.fortum.com/agm.
16. Amendment of certain articles of the Company's Articles of Association
The Board of Directors proposes that certain articles of the Company's Articles
of Association be amended to reflect recent legislative changes concerning
sustainability reporting. The amendments proposed are of technical nature and
will not have any impact on the Company's operations.
The Board of Directors proposes the following amendments to be made to the
Company's Articles of Association:
Current Proposed new wording (amendments in bold):
wording:
IV FINANCIAL IV FINANCIAL STATEMENTS, AUDIT AND SUSTAINABILITY REPORTING
STATEMENTS ASSURANCE
AND AUDIT
Article 11. Article 11. The Company has one regular auditor, which must be a
The Company firm of auditors referred to in the Auditing Act and one
has one sustainability reporting assurance provider.
regular
auditor,
which must
be a firm of
auditors
referred to
in the
Auditing
Act.
The term of The term of the auditor and the sustainability reporting
the auditor assurance provider shall be one financial period.
shall be one
financial
period.
Article 16. Article 16. The Annual General Meeting of shareholders shall: be
The Annual presented with
General 1. the financial statements, including consolidated financial
Meeting of statements, and a report by the Board of Directors;
shareholders 2. the auditors' report and the sustainability reporting
shall: be assurance report;
presented decide on
with 3. the adoption of the financial statements and consolidated
1. the financial statements;
financial 4. the use of the profit shown on the balance sheet;
statements, 5. the discharge from liability for the members of the Board of
including Directors and the Managing Director and his/her deputy, if there
consolidated is one;
financial 6. the remuneration policy, if necessary;
statements, 7. the adoption of the remuneration report;
and a report 8. the remuneration of the Board members and the auditor and
by the Board the sustainability reporting assurance provider;
of 9. the number of the members of the Board of Directors;
Directors; elect
2. the 10. the chairperson, deputy chairperson and members of the Board
auditors' of Directors; and
report; 11. the auditor and the sustainability reporting assurance
provider; and
decide on
3. the
adoption of
the
financial
statements
and
consolidated
financial
statements;
4. the use
of the
profit shown
on the
balance
sheet;
5. the
discharge
from
liability
for the
members of
the board of
Directors
and the
Managing
Director and
his/her
deputy, if
there is
one;
6. the
remuneration
policy, if
necessary;
7. the
adoption of
the
remuneration
report;
8. the
remuneration
of the Board
members and
the auditor;
9. the
number of
the members
of the Board
of
Directors;
elect
10. the
chairperson,
deputy
chairperson
and members
of the Board
of
Directors;
and
11. the
auditor; and
17. Authorising the Board of Directors to decide on contributions
The Board of Directors proposes that the Board of Directors be authorised to
decide on contribution in the total maximum amount of EUR 1,500,000 to Aalto
University for the purpose of establishment of a full-time endowed professorship
in the energy strategy area. The contribution to Aalto University to be made
pursuant to a decision under the authorisation would be paid in several
instalments, tentatively during the years 2026-2030.
The Board of Directors further proposes that the Board of Directors be
authorised to decide on contributions in the total maximum amount of EUR 500,000
for charitable or similar purposes, and to decide on the recipients, purposes
and other terms of the contributions.
In addition, the Board of Directors proposes that the Board of Directors be
authorised to decide on contributions in the total maximum amount of EUR
1,000,000 for incidental emergency relief or similar purposes as needed, and to
decide on the recipients, purposes and other terms of the contributions.
The authorisations would be effective until the next Annual General Meeting.
18. Closing of the meeting
B. Documents of the General Meeting
This Notice, including the agenda of the General Meeting, the decision proposals
and the organisational document of the General Meeting are available on the
Company's website at www.fortum.com/agm. The financial statements, the
consolidated financial statements, the operating and financial review, the
auditor's report, the sustainability reporting assurance report and the
Remuneration Report for the Company's Governing Bodies for 2025 will be
published on the Company's website at www.fortum.com/annualreport2025 during
week 7.
The decision proposals and the other aforementioned documents will also be
available at the General Meeting.
The minutes of the General Meeting will be available at www.fortum.com/agm as
from 14 April 2026 at the latest.
C. Instructions for the participants of the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who on the record date of the General Meeting, 19 March 2026,
is registered in the shareholders' register of the Company held by Euroclear
Finland Oy, has the right to participate in the General Meeting. A shareholder
whose shares are registered on their personal Finnish book-entry account
(including equity savings account) is automatically registered in the
shareholders' register of the Company. Any changes in the ownership of shares
that have occurred after the record date of the General Meeting do not affect
the right to participate in the General Meeting nor the number of votes of the
shareholder at the General Meeting.
The use of proxies is described below.
The registration for the General Meeting and the advance voting will commence on
16 February 2026 at 10:00 a.m. (EET). A shareholder, who is registered in the
shareholders' register of the Company and wishes to participate in the General
Meeting, shall register for the meeting no later than on 26 March 2026 at 10:00
a.m. (EET). The notice must be received by Innovatics Oy before the end of the
above-mentioned registration period.
Further information and instructions on the advance voting are provided below in
Section C.4.
The registration can be done in the following ways:
a. via Fortum's website at www.fortum.com/agm
Electronic registration requires secure strong electronic authentication of the
shareholder or their legal representative or proxy with Finnish, Swedish, or
Danish online banking credentials or a mobile certificate;
b. by email addressed to agm@innovatics.fi. Shareholders registering by email
shall attach to their email message the registration form and/or the advance
voting form (if any) available on the Company's website at www.fortum.com/agm or
equivalent information;
c. by post addressed to Innovatics Oy, General Meeting / Fortum Corporation,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. Shareholders registering by
post shall attach the registration form and/or advance voting form (if any)
available on the Company's website at www.fortum.com/agm or equivalent
information; or
d. by phone dialling +358 10 2818 909 (on weekdays between 9:00 a.m. and 12:00
p.m. and 1:00 p.m. and 4:00 p.m. (EET)). Shareholders are advised to note that
advance voting is not available when registering by phone.
In connection with the registration, a shareholder must provide the required
information, such as their name, date of birth or business identity code,
address, telephone number and/or email address and the name of a proxy
representative, legal representative, guardian or assistant, if any, and the
date of birth and telephone number and/or email address of the proxy
representative or legal representative, as applicable. Any personal data
provided to Innovatics Oy and Fortum by a shareholder will only be used for the
purposes of the General Meeting and for the processing of related registrations.
The shareholder, their proxy representative, legal representative, guardian or
assistant, if any, shall be able to prove their identity and/or right of
representation at the General Meeting.
Further information about registration and advance voting is available by phone
during the registration period of the General Meeting by calling Innovatics Oy
at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m.
to 4:00 p.m. (EET).
2. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights
at the meeting also by way of third-party proxy representation. A proxy
representative may also vote in advance in accordance with the instructions
provided herein. The proxy representative must first authenticate in the
electronic registration service and advance voting (if applicable) personally
with strong authentication, after which they will be able to register and vote
in advance on behalf of the shareholder whom they represent.
A proxy representative shall provide a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder at the
General Meeting. Providing the right to represent can be done by using the
suomi.fi e-authorizations service available in the electronic registration
service.
If a shareholder participates in the General Meeting by means of several proxy
representatives representing the shareholder with shares in different book-entry
accounts, the shares with which each proxy representative represents the
shareholder in question shall be identified in connection with the registration
for the General Meeting.
A proxy document template and the voting instructions are available on the
Company's website at www.fortum.com/agm. Any proxy documents are requested to be
submitted primarily as an attachment as part of the electronic registration, or
alternatively, by post addressed to Innovatics Oy, General Meeting / Fortum
Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by email
addressed to agm@innovatics.fi no later than by the end of the registration
period, by which time the proxy documents must have been received by Innovatics
Oy. In addition to submitting the proxy documents, the shareholder or their
proxy representative must make sure to register for the General Meeting in
accordance with the instructions provided herein.
Shareholders can also use the electronic Suomi.fi authorisation service in the
electronic registration service for authorising their proxies instead of using
the traditional proxy authorisation. In this case, the shareholder authorises a
representative appointed by it in the Suomi.fi service at www.suomi.fi/e
-authorizations (using the authorisation topic “Representation at the General
Meeting”). When registering, the representative must identify themselves with
strong electronic authentication in the electronic registration service, after
which the electronic mandate is automatically checked. The strong electronic
authentication works with personal banking credentials or a mobile certificate.
For more information, see www.suomi.fi/e-authorizations
3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the
General Meeting by virtue of such shares based on which they would be entitled
to be registered in the shareholders' register of the Company held by Euroclear
Finland Oy on the record date of the General Meeting, 19 March 2026. In
addition, the right to participate in the General Meeting requires that the
shareholder, on the basis of such shares, has been temporarily registered into
the shareholders' register held by Euroclear Finland Oy by 10:00 a.m. (EET) on
26 March 2026 at the latest. For nominee-registered shares, this constitutes due
registration for the General Meeting. Any changes in the ownership of shares
that have occurred after the record date of the General Meeting do not affect
the right to participate in the General Meeting nor the number of votes of the
shareholder at the General Meeting.
A holder of nominee-registered shares is advised to request well in advance the
necessary instructions regarding the temporary registration in the shareholders'
register of the Company, the issuing of proxy documents, voting instructions and
registration for and attendance at the General Meeting as well as advance voting
from their custodian bank. The account management organisation of the custodian
bank shall temporarily register the holder of the nominee-registered shares who
wishes to participate in the General Meeting into the shareholders' register of
the Company by the time stated above at the latest, as well as take care of
advance voting on behalf of the nominee-registered shareholder prior to the
expiry of the registration period. For the sake of clarity, it is noted that
holders of nominee-registered shares cannot directly register for the General
Meeting on the Company's website, but must register via their custodian bank
instead.
4. Advance voting
A shareholder whose shares in the Company are registered in their personal
Finnish book-entry account (including equity savings account) may vote in
advance on certain matters on the agenda of the General Meeting during the
period from 16 February 2026, 10:00 a.m. (EET) until 26 March 2026, 10:00 a.m.
(EET).
A shareholder who has voted in advance may only request information under the
Finnish Companies Act, request a vote at the General Meeting or vote on a
possible counterproposal, if they or their proxy representative participate in
the Annual General Meeting at the meeting venue.
Advance voting can be done in the following ways:
a. via Fortum's website at www.fortum.com/agm. Logging in to the service is
done in the same way as for the registration as described in section C.1 herein.
Electronic advance voting requires strong identification of the shareholder or
their legal representative or proxy with Finnish, Swedish, or Danish bank ID, or
a mobile certificate.
b. by email by submitting the advance voting form available on the Company's
website at www.fortum.com/agm or equivalent information to Innovatics Oy to
agm@innovatics.fi; or
c. by post by submitting the advance voting form available on the Company's
website at www.fortum.com/agm or equivalent information addressed to Innovatics
Oy, General Meeting / Fortum Corporation, Ratamestarinkatu 13 A, FI-00520
Helsinki, Finland.
The advance votes must have been received by Innovatics Oy by the end of the
advance voting period. The submission of votes by email or by regular mail
before the end of the registration and advance voting period shall be regarded
as registration for the General Meeting, provided that it contains the above
information required for the registration.
On the part of nominee-registered shareholders, the advance voting takes place
through their account management organisation. The account management
organisation may vote in advance on behalf of the nominee-registered
shareholders represented by it in accordance with the provided voting
instructions within the registration period.
The agenda items subject to advance voting are deemed to be presented unchanged
at the General Meeting. Therefore, under agenda item 13, if any of the members
proposed to be elected to the Board of Directors are unavailable for election to
the Board of Directors at the General Meeting for any reason, the number of the
proposed members unavailable for election will be automatically decreased from
the number of the members of the Board of Directors to be elected, and the
remaining candidates available for election will be elected in accordance with
the proposal of the Shareholders' Nomination Board. Instructions regarding the
advance voting and the terms related to the electronic advance voting are also
available on the Company's website at www.fortum.com/agm.
5. Other instructions and information
The language of the meeting will be Finnish. Simultaneous interpretation into
English and Swedish will be available at the General Meeting.
The Company will arrange an opportunity to follow the meeting online via live
webcast. Detailed instructions for following the webcast will be available on
the Company's website at www.fortum.com/agm before the General Meeting.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting. Information on General
Meetings laid down in the Finnish Companies Act and the Securities Markets Act
is available on the Company's website at www.fortum.com/about
-us/investors/corporate-governance/general-meeting.
On the date of this Notice to the General Meeting, the total number of shares in
Fortum Corporation and votes represented by such shares is 897,264,465.
Any changes in the ownership of shares that have occurred after the record date
of the General Meeting do not affect the right to participate in the General
Meeting nor the number of votes of the shareholder at the General Meeting.
Messukeskus can be reached by trams 13, 7, 9 and 2. In addition, all commuter
and intercity trains stop at Pasila railway station from which the distance to
Messukeskus by foot is approximately 500 metres. Pasila can also be reached by
several buses from around Helsinki. The visitors arriving by their own car may
park at their own cost at the designated parking area of Messukeskus Kokoussiipi
(Conference Centre) (address Ratamestarinkatu 13). Furthermore, Messukeskus'
parking lot Messuparkki (address Ratapihantie 17) may be used.
In Espoo, 2 February 2026
FORTUM CORPORATION
The Board of Directors
Kati Levoranta, Executive Vice President, Legal, General Counsel
For contact: agm@fortum.com
Distribution:
Nasdaq Helsinki Ltd
Key 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)