Fortum Oyj : Minutes of the AGM 2023 of Fortum Corporation

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Minutes 1/2023

(An unofficial translation of the original document in Finnish into English)

ANNUAL GENERAL MEETING 2023 OF FORTUM CORPORATION

Time:	Thursday, 13 April 2023 at 2:00 p.m. (EEST).
Venue:	Helsinki Expo and Convention Centre, conference wing Siipi, Rautatieläisenkatu 3,
	Helsinki, Finland
Present:	Shareholders were present at the meeting in person, represented by proxy or having
	voted in advance, in accordance with the list of votes adopted at the meeting (Appendix
	2).
	In addition, all members of the Board of Directors, with the exception of Anja
	McAlister, the proposed new members of the Board of Directors with the exception of
	Johan Söderström, the President and CEO, members of the Company's senior
	management, the Company's principal auditor and technical personnel were present at
	the meeting.

1. OPENING OF THE MEETING
   Chair of the Board of Directors of the Company Veli-Matti Reinikkala opened the meeting, welcomed the shareholders and others present and gave the opening speech of the Chair of the Board of Directors.
2. CALLING THE MEETING TO ORDER
   Mikko Heinonen, attorney-at-law, was elected Chair of the General Meeting, and he called Henrik Hinders, VP, Head of Corporate Legal, to act as secretary.
   The Chair explained certain procedures and matters of order related to the meeting. It was noted that the General Meeting resolved to approve the procedures and matters of order.
   It was noted that the shareholders had had the opportunity to exercise their voting rights by voting in advance on certain agenda items. It was further noted that the General Meeting could be followed online via webcast on the Company's website, but it was not possible to ask questions, make proposals at the meeting, address the meeting in other ways, or to vote via the webcast. In addition, following the meeting via webcast was not considered participating in the General Meeting within the meaning of the Companies Act. The meeting participants or individual persons addressing the meeting were not filmed individually in the meeting hall.
   It was noted that the meeting would be conducted in Finnish and simultaneous interpreting into Swedish and English would be provided for the participants. In addition, the General Meeting would be recorded for the Company's internal use.

Fortum Corporation	Business ID 1463611-4
Fortum Oyj	VAT Reg.No FI14636114
Domicile Espoo

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Minutes 1/2023

(An unofficial translation of the original document in Finnish into English)

It was noted that the proposals by the Shareholders' Nomination Board and the Board of Directors to the General Meeting had been published by means of stock exchange releases on 27 January 2023 and 2 March 2023, respectively. The proposals had also been published in their entirety on the Company's website on the said dates.

1. ELECTION OF PERSONS TO SCRUTINISE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES
   Pekka Lankinen and Jukka Vähäpesola were elected to scrutinise the minutes. Michaela Motzkin-Niemi and Teemu Taivalantti were elected to supervise the counting of the votes.
2. RECORDING THE LEGALITY OF THE MEETING
   It was noted that the notice to the General Meeting had been published by a stock exchange release as well as on the Company's website on 2 March 2023. The Company had also published a short notice about the convening of the meeting in the Finnish newspaper Helsingin Sanomat on 6 March 2023.
   It was recorded that the General Meeting had been convened in accordance with the provisions of the Articles of Association and the Companies Act.
   The notice to the meeting was attached to the minutes (Appendix 1).
3. RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES
   A report of the attendees as at the beginning of the meeting and a list of votes represented at the meeting were presented, according to which a total of 1,997 shareholders were represented at the meeting either by advance voting, in person at the meeting venue or represented by a legal representative or by proxy. It was noted that a total of 662,131,484 shares and votes, corresponding to approximately 73.8 per cent of all the shares and votes in the Company, were represented at the beginning of the meeting.
   The list of the attendees as at the beginning of the meeting and the list of votes represented at the meeting were attached to the minutes (Appendix 2). It was noted that the list of votes would be adjusted to correspond to the attendance at the beginning of a possible vote.
   The Chair noted that the shareholders had had the opportunity to vote in advance in respect of agenda items 7-19, and that the advance votes would be taken into account in the voting result in case of a full counting of votes was to be conducted in a particular agenda item. In addition, all the custodian banks representing the nominee-registered shareholders had participated in the advance voting on behalf of the shareholders represented by them. An agenda item subject to advance voting was considered to be presented unchanged at the General Meeting in accordance with the Companies Act. A summary of the distribution of the advance votes was attached to the minutes (Appendix 3).

Fortum Corporation	Business ID 1463611-4
Fortum Oyj	VAT Reg.No FI14636114
Domicile Espoo

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Minutes 1/2023

(An unofficial translation of the original document in Finnish into English)

The Chair noted that unless a full counting of the votes was conducted under an agenda item, the number of opposing votes, and in respect of the resolutions requiring a qualified majority, also the number of abstaining votes would be recorded in the minutes under each agenda item. To the extent the opposing advance votes had been presented without any counterproposals under such agenda items where it was not possible to vote against the proposal without presenting a counterproposal, such votes would not be formally acknowledged as opposing votes, and they would not be recorded under the relevant agenda items.

It was further noted that all the members of the Board of Directors, with the exception of Anja McAlister, the proposed new members of the Board of Directors, with the exception of Johan Söderström, the President and CEO, members of the Company's senior management, the Company's principal auditor and technical personnel were present at the meeting.

1. PRESENTATION OF THE FINANCIAL STATEMENTS, THE CONSOLIDATED FINANCIAL STATEMENTS, THE OPERATING AND FINANCIAL REVIEW AND THE AUDITOR'S REPORT FOR THE YEAR 2022
   Markus Rauramo, President and CEO of the Company, presented a review of Fortum Group's activities in 2022. The review was attached to the minutes (Appendix 4).
   In addition, President and CEO Rauramo presented Fortum Corporation's financial statements, which included the income statement, balance sheet and cash flow statement with their respective appendices, and the consolidated financial statements and the operating and financial review of the Board of Directors for the financial year 2022. It was recorded that the parent company's financial statements had been prepared in accordance with the Finnish accounting standards and the consolidated financial statements in accordance with the international accounting standards (IFRS).
   It was noted that the financial statements had been available on the Company's website as from 3 March 2023, in addition to which they were also available at the meeting venue.
   The documents concerning the financial statements were attached to the minutes (Appendix 5).
   Principal auditor of the Company Jukka Vattulainen presented the auditor's report. The auditor's report was attached to the minutes (Appendix 6).
   Shareholders presented questions and comments on the financial statements and the Company's activities for the financial year. President and CEO Rauramo responded to the shareholders' questions.
2. ADOPTION OF THE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS
   The General Meeting resolved to adopt the financial statements and the consolidated financial statements for the financial year 1 January - 31 December 2022.

Fortum Corporation	Business ID 1463611-4
Fortum Oyj	VAT Reg.No FI14636114
Domicile Espoo

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Minutes 1/2023

(An unofficial translation of the original document in Finnish into English)

A total of 222,627 opposing advance votes of the shareholders were recorded under this agenda item.

8 RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE DISTRIBUTION OF DIVIDEND

It was noted that the the distributable funds of Fortum Corporation as at 31 December 2022 had amounted to EUR 6,291,275,608 of which the profit for the financial year 2022 totaled EUR 1,542,734,239.

It was noted that the Board of Directors had proposed to the General Meeting that a dividend of EUR 0.91 per share would be paid for the financial year that ended on 31 December 2022, EUR 816,510,663 in total. In accordance with the proposal of the Board of Directors, the remaining part of the distributable funds would be retained in the shareholders' equity. In accordance with the assessment of the Board of Directors, the payment of dividend will not compromise the Company's liquidity.

In accordance with the proposal of the Board of Directors, the dividend will be paid in two instalments.

The first dividend instalment of EUR 0.46 per share would be paid to shareholders who on the record date of the first dividend instalment 17 April 2023 are recorded in the Company's shareholders' register held by Euroclear Finland Oy. In accordance with the proposal, the first dividend instalment would be paid on 24 April 2023.

The second dividend instalment of EUR 0.45 per share would be paid to shareholders who on the record date of the second dividend instalment 2 October 2023 are recorded in the Company's shareholders' register held by Euroclear Finland Oy. In accordance with the proposal, the second dividend instalment would be paid on 10 October 2023.

It was noted that the Board of Directors had further proposed to the General Meeting that the Annual General Meeting would authorise the Board of Directors to resolve, if necessary, on a new record date and date of payment for the second dividend instalment, should the rules of Euroclear Finland Oy or statutes applicable to the Finnish book- entry system be amended or should other rules binding upon the Company so require. The proposal of the Board of Directors was attached to the minutes (Appendix 7).

The General Meeting resolved that dividend for the financial year that ended on 31 December 2022 be paid in accordance with the proposal of the Board of Directors.

It was further resolved to authorise the Board of Directors to resolve, if necessary, on a new record date and date of payment for the second dividend instalment, should the rules of Euroclear Finland Oy or statutes applicable to the Finnish book-entry system be amended or should other rules binding upon the Company so require. It was recorded that the agenda item was discussed. Shareholder Lasse Reunanen (ballot number 477) asked his opinion on the dividend to be paid as single instalment to be minuted.

A total of 2,888,036 opposing advance votes of the shareholders were recorded under this agenda item.

Fortum Corporation	Business ID 1463611-4
Fortum Oyj	VAT Reg.No FI14636114
Domicile Espoo

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Minutes 1/2023

(An unofficial translation of the original document in Finnish into English)

9 RESOLUTION ON THE DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT AND CEO FOR THE FINANCIAL YEAR 2022

It was noted that the resolution on the discharge from liability concerned all the persons who had served as members of the Board of Directors and as President and CEO during the financial year 2022, as follows:

Members of the Board of Directors for the whole of 2022:

• Luisa Delgado
• Essimari Kairisto
• Anja McAlister
• Teppo Paavola
• Veli-MattiReinikkala
• Philipp Rösler
• Annette Stube

and

• Ralf Christian as from 28 March 2022
• Kimmo Viertola as from 28 March 2022

and

• Markus Rauramo, who served as President and CEO of the Company for the whole of 2022.

It was noted that the auditor had in the auditor's report provided a supportive opinion regarding discharge from liability for all the persons who had served as members of the Board of Directors and as President and CEO during the financial year 2022.

It was recorded that the agenda item was discussed. Shareholder Pekka Jaakkola (ballot number 133) asked his dissenting opinion on the discharge from liability of the board members to be minuted. Shareholder Lasse Reunanen (ballot number 477) stated that a special audit should be conducted. Other shareholders did not join the position of Reunanen, and he did not require a counting of votes under the agenda item.

The General Meeting resolved to discharge the persons who had served as members of the Board of Directors and as President and CEO during the financial year 1 January - 31 December 2022 from liability.

A total of 7,888,690 opposing advance votes of the shareholders were recorded under this agenda item.

Fortum Corporation	Business ID 1463611-4
Fortum Oyj	VAT Reg.No FI14636114
Domicile Espoo