Annual Report 2013 | Suomeksi |

Shareholders' Nomination Board

The Annual General Meeting on 9 April 2013 established a permanent Shareholders' Nomination Board, in accordance with the proposal of the Board of Directors. During the 9 years prior to the Annual General Meeting on 9 April 2013, the Shareholders' Nomination Board had been appointed annually in accordance with the proposal of the majority shareholder, the State of Finland.

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 following matters: 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.

Nomination Board ahead of Annual General Meeting 2014

In September 2013, 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, 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 has decided to propose to the Annual General Meeting 2014, which will be held on 8 April 2014, that the fees to be paid to the members of the Board of Directors remain unchanged compared to 2013

and are for 2014 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. In addition, for each Board and Board Committee meeting a fee of EUR 600 is proposed. For Board members living outside Finland in Europe, the fee for each meeting is proposed to be doubled and for Board members living outside Europe, the fee for each meeting is proposed to be tripled.

In addition, the Shareholders' Nomination Board has decided to propose to the Annual General Meeting 2014 that the Board of Directors comprises eight (8) members and that the following persons be elected to the Board of Directors for a term ending at the end of the Annual General Meeting 2015:

Ms Sari Baldauf (as Chairman), Mr Kim Ignatius (as Deputy Chairman), Ms Minoo Akhtarzand, Mr Heinz-Werner Binzel, Ms Ilona Ervasti-Vaintola and Mr Christian Ramm-Schmidt as well as new members Mr Petteri Taalas and Mr Jyrki Talvitie.

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