Annual Report 2014 | Suomeksi |

Shareholders' Nomination Board

The Annual General Meeting on 9 April 2013 established a permanent Shareholders' Nomination Board.

The purpose and task of the Shareholders' Nomination Board is to prepare and present to the Annual General Meeting, and, if necessary, to an Extraordinary General Meeting, a proposal on the remuneration, number and members of the Board of Directors. In addition, the task of the Shareholders'

Nomination Board is to seek candidates as potential board members.

The Shareholders' Nomination Board consists of four members, three of which shall be appointed by the company’s three largest shareholders, who shall appoint one member each. The Chairman of the Board of Directors serves as the fourth member. The members shall be nominated annually and their term of office shall end when new members are nominated to replace them.

Fortum’s three largest shareholders that are entitled to appoint members to the Shareholders' Nomination Board, shall be determined on the basis of the registered holdings as of the first working day in September in the year concerned. The Shareholders' Nomination Board shall forward its proposals for the Annual General Meeting to the Board of Directors by 31 January each year.

Shareholders' Nomination Board ahead of Annual General Meeting 2015

In September 2014, the representatives of the company’s three largest registered shareholders were invited to the Shareholders' Nomination Board: the Government Ownership Steering Department of the Prime Minister's Office, the Social Insurance Institution of Finland (KELA) and the State Pension Fund (of Finland). The State Pension Fund informed that they will not use their right to nominate. The following persons were appointed to the Shareholders' Nomination Board: Eero Heliövaara, b. 1956, MSc (Econ.) and MSc (Eng.), Director General of the Government Ownership Steering Department, Prime Minister's Office, and Liisa Hyssälä, b. 1948, MSSc, DDS, Director General, Social Insurance Institution of Finland (KELA). The Chairman of the Board of Directors, Sari Baldauf, acts as a member of the Shareholders' Nomination Board.

The Nomination Board convened 4 times and the attendance percentage at the meetings was 100 %.

The Shareholders' Nomination Board will propose to the Annual General Meeting 2015, which will be held on 31 March 2015, that the fees to be paid to the members of the Board of Directors are for a term ending at the end of the Annual General Meeting 2016 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 of Directors. In addition, for each Board of Directors and Board Committee meeting a fee of EUR 600 is proposed. For Board of Directors members living outside Finland in Europe, the proposed fee for each meeting will be doubled and for Board of Directors members living outside Europe, the proposed fee for each meeting will be tripled. For Board of Directors members living in Finland, the proposed fee for each Board of Directors and Board Committee meeting will be doubled for meetings held outside Finland and tripled for meetings held outside Europe. For Board of Directors 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.

In addition, the Shareholders' Nomination Board has decided to propose to the Annual General Meeting 2015 that the Board of Directors comprises of the eight members and that the following person be elected to the Board of Directors for the upcoming term: 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.

Shareholders' Nomination Board 2014

In September 2013, following the establishment of the Shareholders’ Nomination Board, the following persons were appointed to the Shareholders' Nomination Board: Eero Heliövaara, Director General of the Government Ownership Steering Department, Prime Minister's Office; Harri Sailas, b. 1951, MSc (Econ), President and CEO, Ilmarinen Mutual Pension Insurance Company; and Liisa Hyssälä, Director General, Social Insurance Institution of Finland (KELA). In addition, the Chairman of the Board of Directors, Sari Baldauf, was a member of the Shareholders' Nomination Board. The Shareholders' Nomination Board convened three times and the attendance percentage at meetings was 92 %. The Shareholders' Nomination Board presented its proposal covering the members of the Board of Directors and

the remuneration be paid to them, on 30 January 2014. The Annual General Meeting decided on the Board of Directors members and remuneration in accordance with this proposal on 8 April 2014.

The State of Finland, the majority owner in Fortum, complies with the Government Resolution on State Ownership Policy dated 3 November 2011. This resolution defines criteria for Board of Directors candidates.

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