Fortum Oyj (FORTUM) Earnings Call Transcript & Summary
April 1, 2025
Earnings Call Speaker Segments
Mikael Silvennoinen
executiveDistinguished shareholders, welcome to this Annual General Meeting of Fortum. Security is -- first and foremost, all before I go on, I would like to give a word for the security manager.
Unknown Attendee
attendeeThank you, and good afternoon regarding security. If there would be an unforeseen event, fire or something else, we should exit along the routes shown on the screen. Our staff will assist evacuation. We try to prevent also everything unforeseen during the event. The meeting point is in front of the main entrances on the Mannerheimintie side of the building. And if there is any health problem, we have a doctor and a first aid counter downstairs, and the staff will be present throughout the meeting. Thank you. I wish you a successful meeting.
Mikael Silvennoinen
executiveThank you, distinguished shareholders. I would like to reiterate my welcome to this Annual General Meeting. This is the 1st of April today. It is April Fools' Day, as you well know, but this meeting is true. It is a fine coincidence, but we are very serious here. In this meeting, we will go through the financial events and achievements of the company in 2024. If 2023 was a significant year of stabilization for Fortum after various turbulences, it can be said that in 2024, the company continued to stabilize its performance and strengthen its financial position further. The February 2024 clarified strategy and its execution progressed in an orderly manner last year despite the challenges in the operating environment. Fortum is now well placed to meet the projected growth in demand of power, although the investment sentiment has weakened in the short term. Fortum set itself new strategic objectives to measure the execution of its clarified strategy. And in that context, the objectives of remuneration were updated. The company will continue to focus on its core business, optimizing its power generation in particular, but it is also preparing with concrete measures for future growth in customer demand by, for example, developing ready-to-build renewable energy and flexible energy generation projects. In March 2024, the AGM a year ago, elected Board members as proposed by the Shareholders' Nomination Board. In the Board, we have had the following 9 persons who I will present to you. Essimari Kairisto, who has been in the Board since 2018, and she has been in the Audit and Risk Committee, its Chair for several years and also Deputy Chair since 2023. Essimari is an independent consultant and also a Board professional. Ralf Christian, he has been in the Board since 2022, and he has a long career with Siemens and General Electric executive positions there, and he is the Technology and Investment Committee Chair. Luisa Delgado. Luisa has been in the Board since 2021, and she is a Board professional, and she has a broad extensive experience in customer business -- consumer business and also in HR management. Luisa is in the Personnel -- People and Remuneration Committee. Jonas Gustavsson has been in the Board since 2023. He has a long career at Sandvik, for example, and also he has been President in AFRY. Jonas is our Technology and Investment Committee member. Marita Niemela. Marita has been in the Board since 2023, and she has a long international career in energy and technology companies and has lived in Australia for years, and now she is Rejlers Finland Sustainable Energy Director and also Technology and Investment Committee member. Teppo Paavola has been in the Board since 2020, an independent consultant and also Board professional, and he has a long career in financial and other companies and their digital businesses. And in Fortum Government, he is in the People and Remuneration Committee. Johan Soderstrom. Johan has been in the Board since 2023. He is from Hitachi Energy, senior consultant, also professional in Board work and is in the Technology and Investment Committee in our Board. And Vesa-Pekka Takala, who's been in the Board since 2023. Vesa-Pekka has a long career in Metsa Group, CEO there, still today and a long career in financial management of companies, and he's in the Audit and Risk Committee of Fortum. I myself have been chairing the Board since 2023. I come from the financial business and consulting, and I have been in the People and Remuneration Committee, chairing that for the past year. Today, I would like to express my thanks to our Deputy Chair, Ms. Essimari Kairisto, who will be leaving the Board. She will leave the company after 7 mandates. And Essimari, a warm thank you to you on behalf of the whole Board and of the Fortum management for your contribution during these past 7 mandates in the Board and also as Chair of the Audit and Risk Committee. Thank you very much. In the Board, there are 3 women and 6 men for the time being, the Chair, the Deputy Chair and the members of all independent -- all independent of the company and its significant shareholders. In 2024, until the March AGM, we had Ms. Maija Strandberg in the Board, who is present here today, and she is as Head of Ownership Steering in the Prime Minister's office, but she stepped down from the Board after the 2024 AGM. In 2024, the Board met 13 times. The attendance rate was 94%. The Board and its committees have extensively discussed and assessed the company's business during the past year. And for example, we visited, among others, the third largest wind park in Narpes. We visited the CHP heating and cooling plant in Suomenoja, Espoo; battery solutions in INGCO and the recycling of waste heat of a data center and heat pump projects in Kirkkonummi. In addition to meeting in offices, we also visited field sites of the company. During 2024, we focused on the fine-tuning and the implementation of the objectives set out in the corporate strategy on evaluating and building on future growth opportunities and on assessing and ensuring the capabilities of the organization. One specific feature of 2024 was the preparation for the functional changes in the company, as required by the so-called sustainability directive and bringing reporting in line with that directive. We will come to discuss this later. In this work, the operative management's contribution was crucial, but the Board and its committees also spent a lot of time on discussing the sustainability directive. In addition, we addressed in our meetings the short and long-term risk scenarios of Fortum's businesses and operating environment and fine-tuned the company's risk appetite. In order to further improve its work, the Board carried out a self-evaluation as part of its mission including the evaluation of committee work as well. Within the framework of its role, the Board has strived to ensure the competitiveness of the company in the long run to provide support to the company to become more visibly a customer-oriented company and to firmly assist the operative management through debate, encouragement and ambitious target setting. In 2024, there were 22 meetings of Board committees plus then 13 meetings of the Board itself. The Audit and Risk Committee assists the Board in tasks relating to financial reporting and control. The People and Remuneration Committee assists the Board in matters related to success of planning and remuneration of the company's management as well as in developing capabilities in the whole organization. The Technology and Investment Committee evaluate Fortum's technological capabilities, prepare major investments for the Board to decide on and discusses customer and partnership solutions for large customers, in particular. In 2025, we will focus on the execution of the company's clarified strategy and on advancing clean transition investments in the Nordic countries. We aim to be ready for the growth phase and nuclear, hydro, wind and increasing renewables and the flexible solutions. We are well placed to advance the green transition of our customers and mitigate climate change. We will be ready for the growth phase and ensure strong financial performance even in a volatile environment. Cooperation between the Board and the operative management in 2024 was uncomplicated and efficient. A good dialogue with the Finnish government and other shareholders continued throughout the year. I would therefore like to thank the shareholders and the AGM for your trust. And I especially thank my colleagues in the Board for your commitment to Fortum. A warm thank to the operative management and personnel for a good performance in the past year. The company is now fitter than ever and well placed to continue its work. As a result of a solid result, a strong balance sheet and excellent liquidity, just like in the March 2024 AGM, we are proposing to pay a record dividend to Fortum's shareholders. This is a record dividend, the biggest one that Fortum ever paid. And the CEO will present this further in his own presentation. I will now officially declare the Annual General Meeting open and welcome you again. We will now move on to agenda point 2, which is organization of the meeting. I propose that the Annual General Meeting be chaired by attorney at law Mikko Heinonen as indicated in the organizational document. And I know he is well prepared for this challenging task. Are there any other proposals from the room? If yes, put up your hand, please. I don't see despite the lights in my eyes that there would be another proposal. So I can say that Mikko Heinonen will Chair this meeting, and I would like to ask him to step up. Mikko, please take your seat.
Mikko Heinonen
attendeeThank you for your confidence. And on my behalf, I wish a welcome to all participants here present and those following the webcast to this Annual General Meeting. According to the Fortum organizational document attached to the notice of the meeting, we have Deputy General Counsel, Henrik Hinders, as Secretary to the meeting. Please take your seat. Now we have started off. Before moving on to the agenda items, I'd like to state that some common meeting practicalities and the organizational matters under items 1 to 5 on the notice to the meeting are explained in more detail in the Fortum organizational document, which has been distributed as part of the Annual General Meeting materials to all participants. All the items in the attachment will not be handled in detail, but they will be complemented for parts where information was not available before the meeting. Please note that shareholders have the right to take the floor also in items 1 to 5 contained in the organizational document. This document is attached to the minutes of the meeting. Please note regarding the potential interventions that they are to be held at the time determined by the Chairman of the meeting. The speakers are requested to state their name or the shareholder they represent as well as the number of their voting slip. I ask speakers to keep to the item that is up for discussion during their intervention. Please ask for the floor from the meeting assistance located in the different parts of the meeting room. I remind you that the speakers note that you can also follow this meeting as a webcast. The participants have received the annual accounts and the agenda of the meeting, according to which we shall proceed and which also includes the Board proposals. We can now move on to agenda Item 3, election of the persons to scrutinize the minutes and to supervise the counting of votes. I propose that as described in the organizational documents, 2 persons be elected to scrutinize the minutes together with the Chair and 2 persons to supervise the counting of votes. As proposed in the organizational document, Pekka Lankinen and Jukka Ylipesola are proposed to scrutinize the minutes. Pekka Lankinen unfortunately cannot attend this meeting, and therefore, he cannot take up this duty, and it is proposed that the second scrutinizer of the minutes would be [ Kalle Karppinen ] in addition to Jukka Ylipesola and that supervision of counting of the votes, Robert Gordin and Teemu Taivalantti are proposed. Let's check that these persons are present. Jukka Ylipesola, are you here? Yes. And you will take up this. Then [ Kalle Karppinen ], you are also here. Thank you. Robert Gordin is here in the first row and Teemu Taivalantti as well. Any other proposals for scrutinizers of the minutes and counting of votes? No other proposals. We proceed according to this proposal. Moving on to Item 4, recording the legality of the meeting. The notice of the meeting has been published on the 17th of February 2025 in a stock exchange release and on the company website. The company also published a brief advertisement on the convocation of the general meeting in the newspaper Helsinki Sanomat on the 19th of February 2025. The advanced registration according to the notice was at the latest by the 27th of March by 10 a.m. Also, the nominee registered shareholders had to be notified to the temporary shareholders list by the same time at the latest. According to my understanding, the general meeting has been convened in accordance with the provisions of the Articles of Association and the Finnish Companies Act. It is, therefore, constituting a quorum. Any comments on this? Anything to observe related to the notice and convocation of this meeting? No comments. Therefore, I state that the general meeting has been convened in accordance with the provisions of the Articles of Association and the Finnish Companies Act. We are now in agenda Item 5, recording the attendance at the meeting and adopting the list of votes. A list of all shareholders represented at the meeting will be prepared, a list, including a number of votes and shares. At the beginning of the meeting, there were represented altogether, 2,281 shareholders, either through advanced voting or personally at the venue or represented by a proxy or authorized representative. So part have voted in advance. Some are here in person. At the beginning of the meeting, they were represented altogether 675,400,931 shares and votes corresponding to altogether 75.3% of all votes and shares of Fortum. According to the advanced votes, a majority required by the Companies Act is in favor of the proposals made to the Annual General Meeting. The list of votes is updated under any agenda item, if we need to take a vote, and it is appended to the minutes of the meeting and is available for scrutiny at the Chairman's desk. A summary of the division of advanced votes is also appended to the minutes and that the Board members, as we heard, a new member candidate, the company's CEO, CFO, the Principal Auditor and the candidate for principal auditor for 2026 are all present at the meeting. There are also other members of the Fortum leadership team and technical staff. Therefore, this is the status at the beginning of the meeting regarding participation. Confirmed. We can now move on to Item 6, presentation of the 2024 financial statements, the consolidated financial statements, the operating and financial review and the auditor's review as well as the sustainability statement assurance report. The CEO, Markus Rauramo, will now present the financial year 2024 of the Fortum Group. After that, we have the Principal Auditor and authorized Sustainability Auditor, Jukka Vattulainen, will look at the sustainability assurance report from 2024. And after these 2 presentations, we will open the floor for discussions and questions. CEO, Markus Rauramo, the floor is yours.
Markus Rauramo
executiveThank you, Mikko. Good afternoon, shareholders, and a warm welcome to the Annual General Meeting of Fortum on my behalf. I shall start my presentation by showing what Fortum is like as a company today before I go through the events and performance of 2024 as well as our strategy and its execution. Today, Fortum has a competitive and solid position in the Nordics. Up to 99% of the energy we produce is low emission. So it derives from nuclear power or renewable energy sources such as hydropower, wind and solar. 90% of our comparable EBITDA came from the Generation segment, and most of its operating margin comes from our power generation. We are the third cleanest power generator in Europe. The specific emissions of the power we generate are only 11 grams of carbon dioxide per kilowatt hour. Our direct carbon dioxide emissions were very low last year, 1.3 million tonnes. In 2024, personnel satisfaction and engagement continued to rise strongly for the second year in a row. We continued to invest in the foundation of satisfaction, well-being and safety at work, for instance, through comprehensive well-being and safety trainings. The impact of this can also be seen, for example, in the number of sick leaves, which at company level, fell from the previous year to less than 3%. Over the past year, we worked on a common understanding among Fortum employees of how we move towards success, known to us as the Fortum way. Its aim is to deepen our understanding of the foundation and strategy of our operations and to help us act in line with our values. I will come back to our new values published this year a little later in my presentation. In the area of culture and leadership, important themes in 2024 were developing leadership, and we particularly invested in skills that help to manage the change and to succeed in strategy execution. According to our strategic priorities, we also continue to renew our organization and competence with the change programs carried out in several units. Extensive reforms were implemented in the IT and digitalization unit and in the units focusing on consumer and corporate clients. At the end of the year, the headcount of the company was around 4,500, reflecting the impact of divestments in reducing the number of staff. The breakdown of personnel by country is broadly the same as in the previous year. Our diverse leadership team has strong and varied expertise in the energy sector. 5 of the 10 members of the group leadership team are women even after we get 2 new leadership team members during the spring and summer. I am very pleased that our new Legal Director, Kati Levoranta; and our HR Director, Karin Svenske Nyberg, joined our team. Their broad experience in Nordic companies that are leading in their industry supports the development of our business and group functions when we move on towards our future targets. I would like to introduce the current members of our leadership team. First, our Chief Financial Officer, Tiina Tuomela; then Mikael Lemstrom, Executive Vice President in Hydro Generation; Petra Lundstrom, Executive Vice President in Nuclear Generation; Simon-Erik Ollus, Executive Vice President of Corporate Customers and Markets; Mikael Ronnblad, Executive Vice President in Consumer Solutions and Digitalization and Innovation; Peter Strannegard, Executive Vice President in Renewables and Decarbonization; and finally, Nebahat Albayrak, Executive Vice President in Sustainability and Corporate Relations. All in all, we pay special attention to the diversity of the leadership teams in business and support functions, both in terms [indiscernible] of the year. However, our achieved power price reached a good level through successful hedging and physical optimization. We continued our efficiency improvement program with a target to gradually lower annual fixed costs by EUR 100 million, excluding inflation by the end of this year. By the end of 2024, we reduced our fixed cost base by more than EUR 60 million. The strategic review of the Circular Solutions businesses that are defined as nonstrategic progressed well during 2024. The recycling and waste business, the turbine and generator services and the bio-based solutions business were divested. We will continue our strategic review of the remaining businesses. We promoted our strategy with determination during the year. This is connected, for instance, to having our ambitious science-based climate targets validated by an external operator. I will soon tell you more about promoting the strategy and our sustainability targets. Our financial position continues to be strong with very low leverage at the end of the year. On that note, Fortum's Board of Directors is proposing a dividend of EUR 1.40 per share, corresponding to 140% of the earnings per share. This is comprised of EUR 0.90 corresponding to a 90% payout of comparable earnings per share and a special dividend of EUR 0.50. All in all, the dividend corresponds to a 10.4% yield according to the share price at the end of the year. Through the proposed special dividend, Fortum activates its balance sheet and rectifies its current very strong liquidity position. By and large, I think we succeeded well last year in a still quite volatile market environment. The biggest thanks naturally goes to our committed personnel that has made this possible. Next, I shall go through the most essential comparable financial figures concerning the development of Fortum's continuing operations for the whole year 2024. We managed to reach a solid yield, although power prices were clearly lower than the year before. I am particularly pleased with our ability to optimize our production, where our performance was even higher than our guidelines. The comparable profit/EBIT for the whole year 2024 was EUR 1.2 billion in total. Our comparable earnings per share were exactly EUR 1 per share. Our balance sheet continued to strengthen. Fortum's financial net debt to comparable EBITDA was 0.2x at the end of 2024, while it was 0.5 at the end of the previous year. The maximum level we set is 2 to 2.5x. The low leverage gives us a solid foundation to continue preparing for growth and developing Fortum. Let's take a closer look at our performance. The comparable EBITDA decreased in 2024 compared to the previous year being EUR 1.6 billion. Also, the comparable operating profit declined being EUR 1.2 billion. The comparable net result was EUR 900 million. The comparable earnings per share in 2024 were EUR 1 exactly. In Fortum's dividend policy, the payout ratio is 60% to 90% of the group's comparable earnings per share. As mentioned, the proposed dividend consists of EUR 0.90 corresponding to a 90% payout of comparable earnings per share and of a special dividend of EUR 0.50. The full year net cash flow from operating activities was EUR 1.4 billion. The decrease in cash flow from the previous year was mainly due to the lower comparable EBITDA. The balance sheet total at the end of 2024 was just over EUR 17 billion. The balance sheet total decreased mainly due to the divestment of our recycling and waste business. We have a very good financial position, and our balance sheet is very strong. Our total equity is over EUR 9 billion, and our interest-bearing debt at the end of the year was EUR 4.8 billion. At the same time, we have a very strong liquidity position. At the end of the year, we have sufficient liquidity reserves, EUR 8.2 billion in total, of which EUR 4.1 billion are liquid assets and EUR 4.1 billion are unraised standby credits and overdraft facilities. With a strong liquidity position, we continue to optimize our cash and credit lines to manage the future impact of volatile electricity prices and changing market sentiment. We aim to maintain adequate and optimal liquidity, while minimizing net financing costs. I will now discuss how we executed our strategy last year. To start with here, you can see the core of our strategy that we published in 2023. With our power, we want to build the world where people, businesses and nature thrive together. To achieve this purpose, we need to transform and develop to be able to deliver clean energy reliably and drive the decarbonization of industry, i.e., to reduce carbon emissions. You can also see on this slide our new values that I referred to earlier, which guide us in our everyday work and in the execution of our strategy. These are: we aim high, we care, we win together. The decarbonization and electrification of industry are expected to even double the demand for power by 2050, as you can see in the right-hand graph. The increase in demand is expected from several sectors such as different industrial and hydrogen projects and data centers. The Nordic countries are a particularly attractive location to energy-intensive industries, which require energy at a large scale. Energy prices in the Nordics have historically been extremely competitive compared with Continental Europe. The Nordics have another significant advantage. Our energy systems are really clean. Almost all output comes from zero emission energy sources. Last year, we continued to execute our strategy with determination, and let's look now more closely what we achieved. Starting with our priority, we deliver reliable clean energy. In 2024, we focused on our core business in power generation and promoted several relevant projects to be able to meet even better the needs of the system, society and our customers. Our objective is to ensure productivity and security of supply now and in the long term. The extension of the lifetime of the Loviisa nuclear power plant until 2050 progressed as planned. We decided to modernize the low-pressure turbines, among other things. We also reached an important milestone in securing a reliable western alternative for our nuclear fuel supply when we loaded the first batch of Westinghouse fuel to Loviisa in August. We promoted in several ways our exit plan from all coal-based generation in the company's own activities. As part of the Espoo Clean Heat program, we closed the last coal-fired unit for district heat production, a year ahead of schedule. We also decided to invest EUR 100 million in the decarbonization of the Czestochowa combined CHP plant in Poland. Our commitment to the clean transition is at the core of our strategy. We worked on our science-based climate targets last year and have them validated by the international Science Based Targets initiative, SBTi, in January of this year. Let us look at our priority called driving decarbonization in industry. There, we continue to see robust underlying customer demand. We believe this reflects the power demand growth in longer term. Long-term partnerships play a vital role in ensuring predictability in long-term energy procurement and advancing electrification. We are well placed to offer our customers both new renewable energy and base load supplied in the lifetime extended Loviisa nuclear power plant until 2050. We are getting ready for future growth by developing renewable energy projects for wind and solar, which we can start executing at customers' request. We have onshore wind and solar projects of approximately 5 gigawatts in permit processes across the Nordic countries with more to come in early development phases. We started to develop several potential sites across Finland that can be offered to our customers for data center or industrial use. One of these sites in Rauma, we started to develop a site for a sustainable synthetic aviation fuel plant together with Norsk e-Fuel and Port of South Rauma. We continued our feasibility study on the prerequisites for new nuclear power and published the results last week. It is our conclusion that there are no economic conditions for the construction of a new nuclear plant for the time being. We will continue to develop new nuclear power as an alternative in the long run. Potential decisions will be taken in the far future. Instead, an excellent alternative is the extension of a lifetime of a plant, as we have done in Loviisa, which is free from risks and also profitable. We have started to explore possibilities for flexible pumped storage hydropower in Sweden to provide much needed flexible balancing power. And to conclude, I'd like to say a few words about our priority transforming and developing, which is mainly connected to internal transformation. The strategic review of the Circular Solutions business, which are not at the core of Fortum's strategy, progressed well during 2024. We divested our recycling and waste business, the turbine and generator services and the bio-based solutions business. The sales price of the recycling and waste business was approximately EUR 800 million on a debt and cash-free basis, and we recorded a tax-exempt capital gain of EUR 176 million in the fourth quarter. We have continued our efficiency program with the target of progressively reducing annual fixed costs by EUR 100 million, excluding inflation by the end of 2025. In 2024, we diminished our recurring fixed cost base by more than EUR 60 million. At the same time, we have taken measures influencing fixed costs in order to be prepared for future growth, such as the development of renewables and new sites. You may remember that we published the strategic targets last year with clear key performance indicators, KPIs, to measure progress and our work. The targets are set for 4 strategically relevant sectors, which we want to improve in order to ensure optimal performance and risk management. We, first of all, want to ensure a high fleet availability of nuclear and hydropower to strengthen our leadership position in the Nordics. This is also beneficial for the security of supply. The availability rates of our power plants have historically been very good, and we aim to improve them even further. Last year, we met our hydro availability KPI, but fell short of our long-term nuclear availability target because there were several unplanned and extended outages during the year. Secondly, our flexible hydropower resources are a strong competitive advantage in creating value. Our guidance for the so-called optimization premium from flexible energy generation is at EUR 6 to EUR 8 per megawatt hour for our entire power generation, which has historically been around EUR 1 to EUR 3 per megawatt hour. There are several factors influencing optimization, the key ones being flexibility and environmental values, i.e., the guarantees of origin of hydro and nuclear power. Here, we reached a very good outcome, EUR 8.7 per megawatt hour last year. Despite the overrun, we will keep the EUR 6 to EUR 8 target for the future. Our third target is to stabilize income streams. In order to reduce our exposure to power prices, we hedge our power generation to ensure predictable and steady cash flow. It is our objective to increase the share of long-term energy procurement contracts with our industrial customers. Our target is to hedge at least 20% of our outright generation volume in the rolling 10-year period by the end of 2026. At year-end, we had hedged 18% of our generation volume for the years 2025 to 2034. The fourth KPI is linked to our capacity to invest in longer-term growth once demand picks up. We are developing potential investment project pipelines for solar and onshore wind generation. Our target is to have a minimum of 800-megawatt ready-to-build capacity by the end of 2026. We are on track with this target, as there are some 5 gigawatt of onshore wind and solar projects in the permit processes across the Nordic countries with more to come in early development phases. Here, you can see some of our investments that were ongoing last year. The Espoo Clean Heat program was making good progress at the Espoo and Kirkkonummi sites, where waste heat will be taken off the upcoming Microsoft data centers and at the electricity-based plant in the Nuijala site, Espoo. All in all, we want to invest around EUR 300 million in the Espoo Clean Heat program. In our renewables business, the Pjelax wind farm, the third largest in Finland, that the Chairman also referred to, was fully commissioned in the second quarter of last year. Its commercial operations started at the beginning of July in the context of a power purchase agreement with Helsinki Energy, Helen. The lifetime extension at the Loviisa nuclear power plant is on track. Capital expenditure there will total around EUR 1 billion between 2023 and 2050. We also took the decision to invest EUR 100 million in the decarbonization of our Czestochowa CHP plant in Poland. In addition, we started to develop several potential sites suitable for data center and industrial use, but this doesn't involve important capital. We have estimated that the group's capital expenditure for the years 2025 to '27 would amount to EUR 1.4 billion, of which annual growth capital expenditure is estimated to be in the range of EUR 150 million to EUR 300 million. Possible acquisitions are not included in these figures. New investment decisions can be taken depending on the -- how the market situation and investment environment develop, and they could be around EUR 250 million. While making prudent and selected investments, we remain able to pay a dividend in line with our dividend policy. During the past 5 years, we have paid out EUR 5.1 billion in dividends, including this year's proposed dividend. I will now address our capital allocation principles. Our priorities are connected to how we use our balance sheet to make investments and pay dividends to shareholders. We follow closely the trends in the markets, but continue being prudent and disciplined in our capital allocation. Our key target is to ensure that our credit rating remains at minimum BBB. As we've said, our financial net debt to comparable EBITDA can be 2.0 to 2.5 at most. Today, our balance sheet is very strong and leverage is closer to 0. Our strong financial position was noticed last year by Standard & Poor's, which raised our credit rating to BBB+ with stable outlook. The logic behind our capital allocation is that where investment potential is limited and we do not make large investments, we allocate more capital to shareholders as dividend. Instead, if and when we have profitable capital expenditure projects, we will allocate less capital to our shareholders' dividend returns and more to promising projects. Since customer demand of power in the Nordics is now at a low, we don't see profitable investment opportunities into new production capacity that would meet our criteria. Capital expenditure always means building profitable megawatts. As I said before, we are now building up our investment readiness to be prepared for the growth in demand. Following our dividend policy, we pay between 60% and 90% of our comparable earnings per share as dividend. The payout ratio is constructed so that the upper end of the range is applied in situations with a strong balance sheet and lowest investments, while the lower end of the range would be applied with high leverage and/or significant investments. For this reason, we now prioritize higher dividends. You can see this in the Board's dividend proposal, which aims to improve the use of the company's own capital and rectify its current very strong liquidity position. I would now like to address a very important theme to sustainability and our targets concerning the climate and biodiversity. As I told you earlier, we drafted our science-based emissions reduction targets during 2024 to have them validated by the international Science Based Targets initiative. In January 2025, we were happy to introduce our ambitious SBTi verified targets, which include net zero greenhouse gas emissions across our value chain by 2040. Our own emissions are low even today, but we nevertheless aim at reductions in excess of what the 1.5 degrees would require. When drafting our SBTi targets, we kept our coal exit target by the end of 2027 as well as our targets for specific emissions. Our ambitious biodiversity target remains as they were to have no net loss of biodiversity from existing and new operations from 2030 onwards. In addition, the company will reduce its negative terrestrial impacts in upstream production by 50% by the year 2030. We are currently working on a detailed group level biodiversity transition plan and expect it to be completed by the end of this year. Before I finish my intervention, I would like to thank you, dear shareholders, on behalf of the whole Fortum Group and personally for your trust in us. Together with you, we want to advance the energy transition, mitigate climate change and use our power to build a world where people, businesses and nature thrive together. Thank you very much.
Mikael Silvennoinen
executiveThank you, President and CEO, Markus Rauramo. At this point, we will have the Principal Auditor's report and the sustainability assurance report. You can find these in the meeting materials from Page 32. Jukka Vattulainen, authorized public accountant representing Deloitte.
Jukka Vattulainen
attendeeChairman, shareholders, audience, thank you. My name is Jukka Vattulainen. I have been the principal auditor, authorized public accountant on behalf of Deloitte from 2020 onwards. Before going through the opinions of the auditor report and the sustainability assurance report, I go through the key audit matters for 2024. For the audit team, the consolidated audit targets have been Finland, Sweden, Norway and Poland. And in all these operating countries, I have had several other authorized auditors joining me and specialists, for example, for IFRS IT and derivative instrument auditors as well as sustainability auditors. And the 2024 audit plan is based on our understanding on the Fortum strategy business as well as the risk assessment of different items of the financial statements. And we have gone through our report together with the Audit Committee in June 2024. According to this audit plan, the key audit measures have been, for example, the valuation of property, plant and equipment and goodwill. 60% of the EUR 17 billion balance sheet and the significance is that there are depreciations and other indications of depreciations and these, of course, require significant management judgment, for example, the relation of power prices and the fluctuation of that. The second key audit matter is the shares in nuclear waste and nuclear provisions. And this, because the IFRS accounting treatment, requires technical dealing with these matters. And the third matter is, as the CEO already mentioned, a fair value measurements of derivatives and hedge accounting. This, of course, has -- can have significant impact on the financial statements. Based on the audit work, we do not have any significant observations on the financial statements. We have audited the financial statements. The -- we have reported to the Audit Committee -- Audit and Risk Committee in December and then the consolidated financial statements audits and has also been dealt with the Audit and Risk Committee in February 2025, in their meeting. After this -- based on this audit, we have issued a standard audit report, and as our opinion, we state that the consolidated financial statements give a true and fair view of the group's financial position, financial performance and cash flows in accordance with the IFRS accounting standards as adopted by the EU. The financial statements give a fair and true view of the parent company's financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. Our opinion is consistent with the additional report submitted to the Audit Committee. Other opinions related to other items of the agenda, we support that the financial statements should be adopted. The proposal by the Board of Directors regarding the use of the profit shown on the balance sheet is in compliance with the Companies Act, and we support that the Board of Directors and the President and CEO should be discharged from liability for the financial period audited by us. This was signed in Espoo on the 17th of February 2025. Next, I will go through the assurance report of the sustainability statement. Fortum has, for the first time, now prepared, according to the Accounting Act and EU Sustainability Reporting Directive, a sustainability statement that is the object of a statutory limited assurance. This sustainability statement is part of the activity review by the Board, and it describes the essential sustainability factors and related measures in the framework of the ESR standards. The sustainability audit company, Deloitte, on behalf of them, I have been the sustainability auditor. I am an authorized sustainability auditor. And this principle assure of the sustainability statement concerns financial year 2024. The report covers whether requirements laid down in Chapter 7 of the Accounting Act, double materiality are fulfilled and that the essential sustainability matters as required in the ESR standards are covered and that Article 8 requirements, i.e., EU taxonomy have been fulfilled. Based on the sustainability statement, limited assurance engagement, we have issued a standard sustainability statement in Espoo February 2025.
Mikael Silvennoinen
executiveThank you, Jukka Vattulainen. We have now listened to the President, CEO review on the financial statements and operating review. The financial statements consist of the income statement, balance sheet notes to the accounts and the cash flow statement and the consolidated financial statement and the Board of Directors' report, including the sustainability statement this year. The documents, including the income statement and the operating and financial review have been available to shareholders on the company website from the 18th of February 2025 and have been also issued as a press release. The originals of these documents can be consulted at the secretary's desk. We have also now heard reports from the auditor and the sustainability auditor. We can move on now to the discussions. You can ask questions on the CEO's review, the auditor's report as well as the sustainability assurance report. You can ask questions also in English and Swedish. And I am sure that mainly these questions will concern the leadership team of the company. Therefore, we take a couple of questions at time. And I'm sure that CEO, Markus Rauramo will answer or then instruct another person in the leadership team to respond from the left side of the meeting room. Pekka Jaakkola, you have the floor, please. Then we continue to Microphone 5 and Microphone 3. Pekka Jaakkola first.
Unknown Shareholder
shareholderChairman, ladies and gentlemen, Pekka Jaakkola, voting slip #48. I thank the Chairman of the Board for the opening speech and the President and CEO for a very clear and fluent review. A couple of points on administration first. I'm very pleased, and I'm sure so are many others, about the previous Board of Fortum having been replaced by the current one. And I do hope that those members who will be reelected continue to be good members of the Board. And this is not April Fool's joke. And then a couple of questions on finances and technicalities. I am somewhat surprised by hearing lately that Fingrid is assuming that the use of power in Finland in the next decade would double -- would be doubled. And as far as I understand, largely the whole power of Finland that is transferred through transmitters into so-called power work. There, we get the gigawatt-hours. It's been about 13,500 megawatts, so 13.5 gigawatts. And if I understood correctly, your review just now, you were talking about 5 gigawatts. A large part will still be missing depending on how much you have an ability to evaluate the significance and role of Fingrid. Could it be so that Fingrid would like to push this matter forward so that it would potentially get funds for building new lines and network? This is a grid. And this is my first part of the question. And then the second one is the pumped reserve hydropower thing. I believe it's not easily feasible in Finland, but rather would be so in Sweden. So I would like to hear more about this. How this could be done together with Sweden? And depending on your response, perhaps I will have a follow-up question on the hydropower.
Unknown Executive
executiveThank you for these. And we go to the back of the room to microphone 5. There you go.
Unknown Shareholder
shareholderYes. Thank you. My name is Hannu Virtanen. Could the President and CEO first answer to Pekka's question because it's a rather lengthy question. Maybe I will ask my question after that.
Unknown Executive
executiveNow let's hear Mr. Virtanen's question at the same time. Thank you.
Unknown Shareholder
shareholderOkay. So my name is Hannu Virtanen, and 321 is the number of my voting slip. So I have kind of an orientating remark. I was listening to the radio, and they mentioned the use of energy, how it will be used globally. And surprise, surprise, 3 quarters are fossil, coal and oil and so on. And in the European level, we only use 4% of fossil energy. And my question is that, does it feel somehow frustrating? Can we make the world a better place when Fortum is hardly using any fossils anymore, whereas China, India, the United States are still polluting this world? Does it make any sense to be so careful? And I have a follow-up question here. If we were to use all the cheap materials, coal and oil and so on, how effective would Fortum's production be then when we're doing so well even now? Now that's the first part of the question. And then the second part, Mr. CEO mentioned that you have EUR 100 million reduction in fixed costs. In your strategic priorities, you say you're renewing the company and the strategy. So I would like to hear where you get EUR 100 million reduction. Does it require intensification, efficiency work? Isn't it a huge amount? Do you need to divest something? I would be interested in hearing how you can reduce EUR 100 million in a year.
Unknown Executive
executiveThank you. Now we have the questions of Jakkul and Virtanen. Maybe we will get answers to them first.
Markus Rauramo
executiveThank you for the comments and feedback on my clear presentation. I tried to make things easily understandable. And these questions were very good. As to the growth and Fingrid, Fingrid is estimating the customer queries on production and consumption. And we, of course, compare it to what Simon in his organization, I think he's responsible for the large corporate customers. So I think we talk about the same customer projects, steel, aluminum, hydrogen, battery, factories and data centers. And basically, we agree with Fingrid on what the demand looks like. We see that the Nordic countries are a very good place for growth. We have affordable energy. It is good to be located here. Then how to respond to this demand. There, we get to the question of the pumped power, where we need that -- what we needed for where you asked about 13, 15 gigawatt being the top level in Finland. And when -- the next 5 to 10 years, we will only have a new power generation from wind and solar. And as we know, wind and solar are discontinuing, so it needs flexible power generation to support it. And very quickly, flexibility -- everybody's flexibility, we've seen that at the times of high and low prices. But in particular, it comes from batteries and different kinds of flexible devices, but there's a problem with batteries that their duration, how long they can provide power is about 1 to 2 hours. So we are now eagerly looking for other forms of providing us with flexible production and to store energy when we have many days or even weeks without much wind or sunshine. And in this matter, Fortum through [indiscernible] that it owns, it's already producing pumped reserve hydropower, and we are very closely engaged in that work. So we have several projects worth hundreds of megawatts. In Finland, and in Sweden recently, we also started a feasibility study of this pumped hydropower, and we have projects in Varmland and in Delägarna. And there, we also have several -- what's actually the storage of a couple of gigawatts already. So we talk about the duration and power being on a whole different scale. So I think we're going to need this to be able to come up with a kind of energy system as we desire, and somewhere in the future, nuclear is an opportunity. We want to maintain that option. As we said, currently, we do not see that building new nuclear would be profitable. But I think it is important that we keep up that opportunity the year 2050 when Loviisa's current permits will be terminated. It's 25 years away. But we need to think about whether we want to continue nuclear activities in Loviisa, if that will be possible. We want to keep that possibility should there be the prerequisites for it. And then there was a question regarding our sustainability targets, actually, SBTi, the European Union objectives and Fortum's own targets. And, of course, we start from the fact that although you could use coal and oil, power generation is actually much more expensive that way than what we have prices in Nordic. And we have, of course, countries like Italy, where the prices are almost double the prices that we have for future here. And although we have some gas capacity, it's not actually profitable to use in commercial purposes now. So the prices should be much higher. And as to possibilities of continuing with it, it doesn't really make sense to Fortum. Of course, 99% of our production is emission-free and our investors, clients, everybody wants the power they purchase from us that it's clean. And, of course, the consumer of electricity wants to buy that electricity and wants to have a guarantee for that. But it is my clear opinion, there's no point in going back to coal now that we have exited coal, and we have basically clean production. Where you get EUR 100 million from? That's, of course, a good question. You can think about how that would be possible. Fortum looks very different now than what we used to look like 2, 3 years ago. We were a company of 2,000, even 3,000. We had business in Russia. We had Uniper. We had a lot of district heat operations. We have recycling and waste business. We had plenty of processes and systems that we no longer need, and we don't need the capacity then to come up with all these operations within the company that we used to have. And to be honest, in our company, as in many others, we have systems in place that have come to the end of their life cycle, and it takes a lot of care to maintain them. We have hundreds of systems, and their maintenance costs a lot of money. So to streamline these things, Mika is actually running this work on the IT and digitalization side. And Tina on her behalf on the financial side. So yes, of course, this also leads to it having impact on the personnel. We have had negotiations in different parts of the organization. Unfortunately, this also has an impact on people, but it's true that in a company of 5,000, where we have smaller businesses, we don't need that many people anymore. But we have a competitive company that is well positioned to meet the future demand by customers.
Unknown Executive
executiveThank you for good responses. And then on the right-hand side of the room at microphone 3, there's the next question.
Unknown Shareholder
shareholderJor Melusanen, voting slip number of 596. As previous occupational safety engineer, I paid attention to your incident frequency rate for this is very poor. So what do you intend to do for the future situation? The company is, otherwise, in good position, but these figures are really bad.
Unknown Executive
executiveAnd the next question at microphone 2 and another question at microphone 1, and then, we'll answer to these questions.
Unknown Shareholder
shareholderYes. Thank you to the President and CEO for a very good summary. My voting slip number is 186, and my name is [indiscernible]. I have 2 questions. First, the future of wind power is very interesting. And as we all know, Finland and the Nordics are seeing a lot of new wind power, for Fortum has a 5 gigawatt portfolio, maybe even more being developed. And I'm thinking about the business side profitability. We know that cannibalization is increased. When there is wind, all the mills are running. And when there is no wind, we need to get power from somewhere else. Last year, as far as I understand, we had about 1,000 hours of 0 or negative prices per hour. So is it -- is the term capture rate right for wind power? It was about 75% last year. So the wind power price was 75% of the average price in stock, the stock exchange. So my question is, business-wise, how will that work when investments are quite large and long term? Then another question. It's related to nuclear power and the potential Loviisa 3. Of course, it's a long-term scenario. But have you been thinking about -- I'm sure you've been thinking about the different alternatives now that the masks were dropped good 3 years ago. Would it make sense to not put all your eggs in one basket? Perhaps closer to the Swedish border, you could find alternative locations for nuclear power. Thank you.
Unknown Executive
executiveThank you. And then we have some questions at microphone 1. We get the answers after that, and then, we go back to microphone 3, 5 and 4, but now microphone 1, please.
Unknown Shareholder
shareholderYes. Mika Laaksonen, 171. I have 3 quick questions. The first one has to do with the electricity taxation change for data centers, how that has changed or will change the forecast on the use of power and the introduction of data centers within the borders of Finland? The second question is about the distributable funds in the balance sheet. Now you have the special dividend of EUR 0.50 is melting them down by 1/5 according to my quick calculation. I guess, you want to comment on that in detail. But my question has to do with, what kind of things are you assessing in the future years to lighten up that balance sheet in relation to the special dividend? And the third thing was Russia that was mentioned. Russian operations, as far as I understand, they haven't privatized things for a private operator. They are now being possessed by the government, the state. And my question is if you have any alternative scenarios about the depreciation that something else could happen than that the current situation being the status quo?
Unknown Executive
executiveThank you. And then quick answers to these questions.
Markus Rauramo
executiveWell, that was a big bunch of questions. On the occupational safety question, the matter is on the agenda of the Board and the leadership team. It's the first one. And if this was frequency rate for sick leaves, that would be a very poor figure, but this is all registered incidents, so not just the sick leave ones. But certainly, it is in our focus. We -- I don't want anybody to become injured at work, and therefore, may be losing their ability to work in the short term or permanently or that there would be a serious fire or anything that would interrupt production. The TRIF, the total recordable incident frequency, to be less than 1. And now when we have the frequency at 4, the maturity of them are twisting of ankle or damages to hands or fingers or some more minor incidents that have led to just a couple of days absence. And then there were more severe cases of falling down, maybe a bigger load has fallen down. But definitely, this is part of everyone's included everyday business and life. Without safety, there is no future. That's quite clear. The cannibalization of wind power is the right observation. This is exactly what's going on. This is the feature of wind and solar power. They are more difficult to direct or steer. And when the sun shines, we get solar power, and when there's wind, we get wind power. And there are days when we don't have either one. And, therefore, we are trying to develop these batteries and other solutions like the pumped hydropower. And so that together with our clients, Simon and many others in the leadership team, are trying to make products where we could get 80%, 90% coverage for all the hours per year. And this is a consequence of our clients in steel, aluminum, hydrogen, synthetic fuels, battery factories, data centers. They all say that they need stable power, not fluctuating power. And we are in a race -- or we have the competitive advantage of having one of the largest hydropower production in the Nordics. So we can combine new solar and wind power with hydropower and thereby provide customers with this steady generation. And the last point I want to make in this connection is that, of course, at the same time, as we notice this phenomenon of having low and even negative prices, we see that it is a fairly permanent phenomenon. And, therefore, we have developed services to our customers that they will benefit from the low prices. So, therefore, we have the Espoo Clean Heat, where we have -- or are building about 300 megawatts of electrified district heat, and then, we've had a 100-megawatt power reserves. When power is -- electricity is cheap, we will provide district heat, and we can then provide our clients with cleaner and more affordable heat and power. So I believe that we will get these new systems and solutions in time, but the cannibalization is a reality. In fact, the lower prices will probably be a permanent phenomenon in the Nordic countries. And then about Loviisa, as location, certainly our whole nuclear power portfolio contains Loviisa as one part, but of all our generation, we have locations in 4 places; Olkiluoto, Loviisa, Forsmark and Oskarshamn in Sweden. So the geographical risk is already disbursed. And when you talk about where new nuclear, should there be any way could be built, in that sense, Loviisa is relevant place. We go back to Simon talking to the clients. If we tell somebody that we have an opportunity to build nuclear power if you're willing to pay the price, very quickly, the client is asking where you would build the new nuclear power plant. Therefore, it is good that we actually have locations for that sometime in the future. And this is why we have now negotiated a deal with Loviisa City of Fortum buying [indiscernible], the -- a site north of the current nuclear power plant. This is a site that we can use for some other energy uses or even to build nuclear power, but we can openly say that should we start construction in that site, it's quite hard to build a new power plant on the [indiscernible] side. So it's better to have this flexibility. What we're talking about future opportunities here. And I would like to add that, of course, it would be nice to have a number of alternative places, but particularly with regard to nuclear power in our portfolio, nuclear power employees, device suppliers, the whole society around it, we have hundreds if not thousands of people in these towns or sites who have been working with nuclear for decades. So should we open a whole new site, we're going to start with 0. So it's a huge competitive advantage to have nuclear activities in 4 locations for Fortum, then we're not starting from scratch, but we have all the know-how competence that we need should we build a new nuclear power plant. Talking about the reduced tax rate, the difference to the normal one is about 50% rise to those industries that have had the lowered tax rate applied to them. So, of course, it is a significant change or difference rather. And it has 2 kinds of implications. If the power price is higher, of course, it's marginally -- has the impact of having less interest. Of course, the liquidity, the ability to pay off the data centers is very good. So it's only a small fraction of their costs unlike in steel or aluminum. Then there's a thing that when things change, there's always some insecurity involved. But, of course, we are also being realistic on a recall for the state economy needing to be in balance. And therefore, the government needs to look at where they can get operators that can actually pay. And then we had a question of special dividends and balance sheet. We have EUR 8 million liquidity, EUR 9 billion of whole equity and a lot of distributable funds. And there are no huge investments inside right now. Then it makes sense to return capital to shareholders. And, of course, in the future, we are going to act according to our dividend policy. So we have about 60% to 90% distribution rate. But whenever the Board is evaluating this, it, of course, takes the whole situation of the company into account. And it is very important to me that when we came up with this proposal, we listened carefully to what our clients are saying, what kind of demand we can expect for '27, '28, '29, what our offerings portfolio will be like, will that be solar, wind, hydro, what we are working on now. So we can see that now we can, at the same time, pay a good dividend and a higher dividend than what our dividend policy would require. While we can also say to our client that if you need more power we can build new wind, solar, batteries, the kind of power you need. So we can implement our strategy on a broad scale. The last question had to do with Russia. And there, the question was that company, Rosimushchestvo, is a state-owned company, and it took possession from the management point of view. It took over our Russian operations, and Mr. Kozhevnikov became the CEO there. And this was good 2 years ago. Since then, we haven't been informed about production. Finances, we have absolutely no view into the company, and therefore, Fortum has written down these assets. And we also have 2 legal cases underway. We are asking through arbitration compensation from the Russian Federation for the assets we've lost there. And another case has to do with group internal lending, and now, we are demanding the payback and the interest from the company that we officially still own. As to the future scenarios, we are still the owner. So we've had earlier sales processes in place. There is interest in it, but the company hasn't had the permission to pay those -- back those loans, and Fortum hasn't had permission to sell, and therefore, the depreciation is a valid approach to this. But, of course, we are monitoring the situation very closely and want to defend our rights through different legal procedures.
Unknown Executive
executiveThank you. Then there was microphone 3 at the back of the room, please.
Unknown Shareholder
shareholderAna Kurilic, 520. First of all, I would like to thank and then ask questions. District heating price in Espoo has gone up only by inflation, and it was a good achievement because we have now exited the cheap coal. Fortum has known how to use modern ways to make energy and generate energy. 5 years ago, in the general meeting, the then CEO promised that they will take measures for district heating isolation. And even today, there are very often a very thin isolation for district heating pipelines, but -- it is not credible for the conservation of nature if isolation is so thin -- or insulation is so thin. Houses are well insulated, but district heating pipelines, there are ways -- there are tenfold wasted heat compared with houses or buildings. So when and how is Fortum going to remedy the situation so that credibility will not be threatened? And my second question, in the past years, we've asked about Russia -- Russian and German losses -- or losses because of Germany and Russia. The CFO Rauramo -- or the CEO, Rauramo, has omitted to mention how much income and interest and interest on interest would have been available if the grid had not been sold that long ago. Well, if the ones who have a monopoly on the grid has the right to make money on them, I calculated that EUR 3 billion would have been available. Or is this the right amount to your understanding?
Unknown Executive
executiveThen microphone 5 and 4. Just one question, please.
Unknown Shareholder
shareholder27, I represent my wife. About wind, and we haven't talked very much about geothermal in Lauttasaari Island, lots of buildings are dropping off district heating, introducing geothermic heating and -- but nevertheless, electricity -- the power consumption in those buildings will grow. If this trend continues, does it have an impact on the overall consumption in Finland? . Then short comment on nuclear and Loviisa. I used to be building Loviisa there. And I remember that the site is very good and safe, close to the border, nobody will hurt it.
Unknown Executive
executiveThen microphone 4, please. Mr. Jaakkola, briefly.
Unknown Shareholder
shareholderYes, briefly, Chairman and President. Yes, there are good answers to my questions, but I would still like to bother you with this one. As the biggest power generator in Finland, you are also interested in the smaller nuclear plants. Could you -- the SMRs, could you say something about that 1.6 tonne costs EUR 10 billion? We don't have that money. And then hydro, the pumping storage plant, is that going to be processed? 60 years ago, I was on an internship in Germany and Switzerland. Lot of craft there, and there was lots of water and a small waterfall. And then Pumpen Strike. The storage often was hundreds of meters -- or 1,000 meter high lake or lakes of heights. So I think if you could advance this in Sweden, if not in Finland.
Unknown Executive
executiveWell, let's take some answers here, and then, the rest of the questions if you could put up your mic in your hands. But now, Markus, let's start with district heating first.
Markus Rauramo
executiveThis has been our objective, to cap the rise in fossil costs and go to electrified district heating. And while optimizing district heating by using waste heat, biomass and investing also in them, we also want to optimize how the whole district heating grid is maintained. So it is a misunderstanding to say that we wouldn't follow the trends, what are the waste -- what is the waste of or the loss of during transmission. And, of course, insulation of the pipelines is very important. The generation is beneficial to us. And even with the waste, it is in line with investment. Of course, we do not build anything where heat is wasted and around. And we want to pass that benefit to customers. Then the grids and sales and why it was done back then in the past. Of course, in the public, it might be said that grid gives stable income, and they don't need anything. But actually, when Fortum started to study this possibility of selling the grade or divesting the grade, the tolerable yield was lower half of what was our target and the grids. Although you don't see them in your everyday life, but if the operating profit was EUR 500 million for the whole business, investment was EUR 400 million and even more, so there was a very, very small cash flow left for Fortum. And it meant a constant maintenance, and the whole business was regulated. So that was not logic to keep that. The EUR 100 million difference gives you an indication of where the annual margins were. So our target back then was to find businesses where our skills would give better results for generation. The end result was not what we wished, of course, but we have heard that before. Then we talked about wind power and geothermal heat. And geothermal business, when I talked about green heat, Espoo, in Espoo and Kirkkonummi, we are construct -- they construct a lot of capacity for geothermal using waste heat from hospitals and data centers from Microsoft, from shopping malls and commercial real estate. The low heat comes to us, and we increase the level of the heat with hydro pumps. And when we connect the data centers, there are going to be a lot of pumps, air and hydro, hydro-hydro or then the data centers, where we get at low levels, and the hydro-hydro will bring up that. And then there are electric boilers when we need intermittent or peak capacity. But the same that encourages consumers to construct their own geothermal, has also encouraged us for those pumps air source and air pumps. In Otaniemi, if you remember, we have drilled a hole up to 7 kilometers deep, but we couldn't make the circulation of water efficient. So we achieved a couple of dozen megawatts. But now in Nuijala or in other place, Hepokorpi, we get the same efficiency on earth with heat pumps. And then what happens, of course, these consume electricity, these production methods. But there have been a lot of combined CHP. When we produce heat, we also produce power. For now this whole equation turns upside down. So electricity generating industry becomes producing and consuming part. Otherwise, the electricity system would be in much trouble when the CHP electricity has meant several gigawatts. So we need in the heat side to think out of the box. Then the pumped storage of hydropower. So the height is important and also the size of the storage, which brings us the efficiency. So we are looking for those sites in Finland and in Sweden, where Fortum has access, and Kemijoki, of course, is one that -- where we can use water from the Kemijoki River. And in Sweden, we are direct owners of those sites, where we can build a reservoir, which is of sufficient distance from the plant. Of course, we do not have 1,000 meter heights in the Nordic countries. The SMR reactors, in our study for new nuclear, we studied 11 different types with Petra and [indiscernible]. We went around different reactors in Korea, U.K., France, U.S., the Arab Emirates and earlier in other places, too. And as a summary, I can say that the ADF, Westinghouse and Korea's nuclear hydrogen can be visited, these conventional 1,000 mega -- 1,400, 1,600 mega plants in operation. There is no Western SMR operational for the time being. So that is that SMR's logic is very good. You can produce them in bigger production batches, but they have the same modular as for the bigger ones. So we will continue our study that we have scaled down 3 types of the 11 that we visited. One Westinghouse, APR, Hyundai combination 1,000 mega AP and GE Hitachi 100-mega reactor. The first is now being constructed in Ontario, Darlington, which is to be completed by 2029. So the team is going to visit the construction site, but this is where the critical work have not yet started, but GE has faith that it is going to be good. So if what we learned of Olkiluoto 3, we are not going to buy the first in class, but we want to have a fully operational. Ones of the SMRs are a possibility in its commitment in further -- future. But as an idea, they are very good.
Unknown Executive
executiveSure. Thank you. Then there were requests, a couple of them, microphone 5 and 1 and 4; 5, 1, 4 microphones.
Unknown Shareholder
shareholderThank you, Chairman. And thank you for your presentation. Andreas Cullinan, I'm assisting Marita Nattinen with cart 380, and I all but have one question as you requested. We heard about the pumped capacity and hydro regulation. It is very bad for ecosystems. There was a study by the government this year, which showed this. But it can be exercised only where there is a particular -- a specific permit as per case law. It has been very profitable in a short term, and Fortum's partly or wholly owned facilities have exercised it, although the question has been whether you have had the permits, the Vuoksi Pyhäkoski Hydropower Plant of Fortum, where the regulation will end this year. The permit process is in the authorities, has been sold for 1 year, and the application was based on a result, which is that there is no short-term authorization. Kemijoki, also in the local paper last year, there is also a complaint, administrative complaint for the regulation of Isohara River.
Unknown Executive
executiveCould you put up your question, please?
Unknown Shareholder
shareholderYes, negative result would have an effect on the regulation of the river. So question, have you estimated the risk that many of those plants? The short-term regulation is coming to an end. And what would that mean for the shareholders?
Unknown Executive
executiveThen, microphone one, please.
Unknown Shareholder
shareholderLasse Sironinen, 421 is my voting card. Complementary questions, please. First of all, about coal exit by 2027, how many coal reserves do you still have? What's going to happen to them? I heard in the radio that the company is also finishing that. . A short question too about the write-offs of Russian business. What about the proceedings, legal proceedings? Should you not have direct contacts if Russians so permit with the peace process, if it's possible for Russians to give some of the assets back? Of course, maybe I don't know if legal proceedings are sufficient.
Unknown Executive
executiveAnd then microphone number 4.
Unknown Shareholder
shareholderChairman, I wanted to ask -- 455, Hannu Virtanen. Didn't you see me? I put up my hand for a very long, long time, so the round. Here, it's true that the lights blinds me. Okay. No question at this time then, no longer.
Unknown Executive
executiveSo we have 2 questions and 2 more, but let's take these first, and then, microphones 1 and 5 will prepare. .
Markus Rauramo
executiveOkay. The first one question was very important. I talked about the STBi targets, about biodiversity, onshore, and studying the best indicators about our impact on waters. What the exact indicators would be? We are working hard for the ecosystems, the -- in waterways, we restore different biological sites and follow the impact of our activities on the biodiversity in those rivers. It's good. Of course, we haven't had possibilities for long-term regulation, and then, the short-term regulation has been our solution. But in the past 10 years, we have constructed battery solutions, which respond to that short-term regulation, biotopes, and also if there are a couple of minutes of water streams. Of course, it has an impact on the turbines. So we have an interest also to find ways of diminishing the burden on the equipment and also on biodiversity. We have constant interaction with authorities. We, of course, respect the laws and regulations. We also want to have constructive discussion on when decarbonizing, when using more solar and wind. We need intermittent power for short term. So energy system is becoming more and more fragile and unstable. There are less baseload and more intermittent, where energy can sometimes be at a very low level. So this is on our risk map, of course, constantly evaluating and also on top of our agenda. Then on coal, our possible -- the Meri-Pori unit, there are coals stored there, which belong to the Center for Security of Supply. They are going to be kept there if there's an emergency, where the Center for Security of Supply would be able to use them in a national emergency. And what happens to coal after the agreements come to an end that is to the Finnish Center of Emergency Action. So it is a question at a national level, what sort of security of supply we need after the Meri-Pori will close. For Russia, we follow closely what happens. We haven't had any political discussions with Russia. Our contact as a company, we have asked what the payback of loans and interests, haven't had any. So our -- the only reply is that the company in Russia cannot pay anything. Should the situation change, of course, we will then follow suit and be ready to take action if and when any possibilities open up.
Unknown Executive
executiveThere was also microphone 1 and 5, please. Could somebody switch off their phone, please?
Unknown Shareholder
shareholderJuuka Sunanto, 31 is my voting card. If in Sweden, and within the Nordic countries and European countries, there would be more capacity for power transmission, what -- how would it impact Fortum's power price?
Unknown Executive
executiveThen microphone 5, please. And is this the last one? Or is anybody else wishing to take the floor?
Unknown Shareholder
shareholderKuriakose with number 754. I'm very sorry that so called old things should remain in the past. But talking about the sales of the grid, you see the net cash flow would be somewhere around EUR 100 million. It made me think what if somebody said that the value of that business would be billions. So that is what I didn't understand. Could you give a brief comment on that, please?
Unknown Executive
executiveI think those were all the questions. Oh, no, there is one more, Hannu Virtanen, once more, microphone number 5. And the last I think, last question.
Unknown Shareholder
shareholderThis is for you, Jukka Vattulainen, my question. And the President could take a fag or have a glass of soda.
Unknown Executive
executiveBut let's have a question, and Vattulainen has some time.
Unknown Shareholder
shareholderWe know Mr. Vattulainen from very many years back. Jukka, we've heard about the sustainability auditing and reporting. In practice, Fortum is a no-emission company. Maybe a strange question. Any use of making these reports on Fortum? How many dozens or hundreds of hours you need to use for these assurances and studying them? So you're in a very good position because you just have to work, full work, of course, for Fortum maybe is more Catholic than the Pope here.
Unknown Executive
executiveFirst 2 questions to the President.
Markus Rauramo
executiveI can also answer on behalf of Mr. Vattulainen. But yes, the question about grids between geographical areas. Production of ours, half and half in Sweden and Sweden, Finland and I see 3 in Finland, so 50-50 -- and if there are more transmission lines, then the prices stabilize. The more there are connections, the more integrated the areas are. So if we go outside those 3 pricing areas, it's like a zero-sum game for Fortum. Then the sales of the grids, it is a good comment from the audience. This is what happened. The value of the company was manyfold. And the -- well, actually, the grids were bigger in Sweden and Norway than in Finland, but the buyers paid many dozen times in excess of the cash flow of the company. But the business needed large investments. The profit for us was very small. Interest rates were very low. And we -- our logic that we could use our business better. It is not in defense of the decision taken then. And then the last question, looking from management, Fortum has a very long time with history of sustainability reporting. It is not just reporting numbers and figures, but we really have thought about how our activity influences the societies where we work. We tell about our influence on environment and on our customers. And now that there is a rule about the CSRD reporting, of course, it gave us a lot of more work in order to follow the CSRD reporting. But we have done that already in the past 20 years. I entered in 2012, and I was very impressed by the commitment and level of reporting in the company, so how Jukka is connected and his team is connected. But now it is an official requirement that they need to be -- these need to be verified. Although the CO2 emissions are low, there is no question about that. But if we look at the whole reporting, CSRD reporting, Finland and U.K. versions were 500 pages. But CSRD reporting needs to be verified by an independent body. So this is why Jukka and his team need to continue working, but it is not only about reporting of our CO2 emissions, it is a very extensive report. I'm very happy if you could take some time and read it because it tells you what we think about. Thanks.
Unknown Executive
executiveThank you. I think it was the previous CFO who answered to the principal auditor's question. And I hope that this pleased Hannu Virtanen, shareholder, who thanks the Chairman. Any other questions? There seems to be none. Therefore, I'd like to thank for the good questions, good answers, CEO Rauramo.
Unknown Executive
executiveThe financial statement, the consolidated financial statements, the operating and financial statements, the auditor's report and the sustainability statement assurance report have been presented to the Annual General Meeting and discussions have taken place. This will be appended to the minutes of meetings. Item 7, adoption of the financial statements and the consolidated financial statement. The Board proposes that the AGM adopt the financial statements and the consolidated financial statements. The company auditor has in his report endorsed the adoption of the financial statements. Can the financial statements and consolidated financial statements be adopted? Any requests for the floor, questions. There seems to be none. Therefore, the Annual General Meeting has adopted the financial statements and the consolidated financial statement. Item 8, use of the profit shown on the balance sheet and payment of dividend. We have been referring this under several items. The distributable funds of Fortum cooperation amounted to EUR 7,772,555,740 including the profit for the financial year 2024 of EUR 1,406,700,000. The company's liquidity is good and the dividend proposed by the Board of Directors will not compromise the company's liquidity. Therefore, the Board proposes that a dividend of EUR 1.40 per share be paid for the financial year 2024. The dividend comprises EUR 0.90 corresponding to 90% of the payout of the group's comparable earnings per share and EUR 0.50 as a special dividend. On the 10th of February, based on the number of shares registered, the total amount of dividend would be EUR 1,256,170,251. The Board of Directors proposes that the remaining part of the distributable funds be retained in the unrestricted equity of the company. The dividend is paid to the shareholders in one batch. The record date of the dividend being a 3rd of April and the payout date would be the 10th of April. The auditor has stated that the Board proposal is in accordance with the company's act. The proposal is described in the notice to the meeting and has been available on the company website and in the meeting material. This is the proposal. Any requests for the floor on this item, distribution of dividend? Microphone number 5, Hannu Virtanen, the floor is yours.
Unknown Shareholder
shareholderYes. Thank you, Chairman. At this point, you can also introduce some humor. It's been justified on several occasions that the company now wants to put straight a very strong liquidity position, where when there's too much funds to be used, I can, for example, correct my liquidity by buying a new television or we could say that the company could pay out some of their superfluous cash flow.
Unknown Executive
executiveWell, this was maybe not to the point, but I think it was justified. Well, someone's benefit is someone's payment. Any other questions or comments to this proposal. There seems to be none. Therefore, I can't see any requests. Therefore, the AGM has decided to distribute a dividend for financial year 2024, according to the Board proposal. Item 9, resolution on granting discharge from liability of the members of the Board and the President and CEO for financial year 2024. So this proposal concerns the CEO and the 9 persons who have during the financial year 2024 acted as Board members and one Board member having acted in the Board until the 25th of March 2024. The auditor in his report has stated that he endorses granting discharge from liability to all the above-mentioned people. Any questions or comments, requests for the floor? There seems to be none. Therefore, the Annual General Meeting has resolved to grant discharge to the members of the Board of Directors and the CEO for financial year 2024. We are now in Item 10, presentation of the company remuneration report. Listed companies are required to publish a remuneration report containing information about the remuneration, in line with the company's remuneration policy of Board members as well as the President and any interim CEO during the previous financial year. The AGM of a listed company shall decide on the adoption of the remuneration report, and this decision is of an advisory nature. The remuneration policy of the governing body shall be presented and discussed by the AGM and an advisory decision taken whenever there are substantial modifications and at least every 4 years. The last time when we -- the remuneration policy was presented to the AGM was in 2024. I will now ask the Chairman of the People and Remuneration Committee and also Chairman of the Board, Mikael Silvennoinen to tell about the report of the remuneration of the governing bodies of the company and also at the same time on the next point, the updated remuneration policy of the governing bodies and the changes there, too. And after that, we will then discuss these points separately. But we will start with the report.
Mikael Silvennoinen
executiveThank you, Chairman. Shareholders, I will now present the remuneration of Fortum's management last year and also then the remuneration policy, which was discussed last year's AGM that we have made some changes to the fixed and variable remuneration parts, and that's why we will represent that to you. But I will start with last year report, the actual remuneration of the governing bodies. First of all, generally, at Fortum, the Board determines annually the indicators for performance and share-based incentives for governing bodies and personnel and the targets for them. If we look at the year 2024 overall, the short-term incentives plan reached the target level. The -- if you look at the -- there are some variation, the financial performance indicator, that was the comparable operating profit, it reached 33%. You can see it on the bottom left on that slide, so that was profitable -- operating profit. And we also had a target for annual fixed costs, which we heard in the President's presentation, the fixed cost trend where the target was 66%. There was also another short-term incentive target for safety measures and that there was the outcome on the right-hand bottom, safety measures reached a very good level of 87%. We also had annual indicators, which for the availability of facilities, slightly above target, in the operative -- it was very important and also customer satisfaction target, where we remain slightly below target. As for the actual targets for the President and CEO, they reached 51% overall. The President and CEO's payable short-term incentives for last year amounted to 20.5% of his annual fixed salary. And the STI for the President will be paid this spring. And then, let us now look at the long-term incentives program, the LTE program came to an end for the years 2022 and 2024. And for this incentive plan, the most important indicator with the weighing of 80% was the relative total shareholder return measured against the European utilities peer group. This target remained below the minimum level. And you can see on the left-hand side that the outturn level was 0%. Before the LTE program -- plan, we also had an ESG target. The outturn was 82%, really good on the right-hand side. If we weigh the 80% of 0 outturn, and then, the ESG indicator with 82% outturn, the weigh in was 20%. Then the plan '22 to '24, overall output was 16.4% of the maximum level. In 2022, Fortum made a Solidium bridge financing facility agreement with the Finnish state, which limits payment to remuneration to President and the whole governing bodies. President, Markus Rauramo, is not paid any long-term incentives accumulated in 2022 and 2023, for 2022 and '23 are excluded. Therefore, the President, the final outturn of the original maximum number of shares payable amounts to 5.5%. And in general, it was 16.4% average, and then, 2 years are then excluded for the CEO. And therefore, the outturn is 5.5% for the CEO and President. So let's look now on the actual remuneration for the CEO. You can see here that his remuneration consists -- oh, sorry, this is the long-term one. Let's go back. Okay. This is the President and CEO. The CEO's remuneration consists of his fixed salary, supplementary pension plan, French benefits, the award of employee share savings plan for 2024, and the short-term incentive and long-term is 0. So Rauramo was not paid any '23 short-term incentives last year nor any long-term incentives from the 2020 to 2022 plan nor from the 2021 to 2023 plan, which we can see here for the President as 0. All in all, for 2024, the President was paid EUR 1.9 million, which is distributed into fixed salary, 83%, and then, the supplementary pension plan, 17%. Then if we look at the remuneration of Fortum's leadership team and the restrictions for 2022 and 2023, you can see them here clearly. On the bottom, you can see on the dark boxes for years 2022 and 2023, the long-term LTI plans concern 4 different plans. The first started in 2020 and finished in '22. And the fourth one started in 2023 and will finish in 2025. There is also the year 2023 falling under that one, which limits remuneration. So 2022 and '23, those plans have been cut out of the overall remuneration. For leadership team, have not been paid any short or long-term incentives either. So you can see here, in 2024, the LTI program covering '25, 4, 5 and 6, and the one starting this year and covering years '25 to '27, you can see the bright green, there are no limitations or restrictions applied to them. And you can see the STI '24 gray box and STI 2025 gray box. The restrictions -- Solidium restrictions do not apply to them either. I think it is good that Fortum's operative management is now coming back to normal, and we are at last in a situation where the operative management can be remunerated for their good work and incentivized for their good work. So that was for the Board -- this is for the Board. The Board members are paid an annual remuneration, fixed fees for committee work and meeting allowances as the AGM has decided. The annual remuneration is paid in shares and cash with a ratio of 40% in shares acquired on behalf and in the name of the Board member and the remaining 60% in cash, and meeting fees and the fixed fees for the committee work are paid fully in cash. You can see here that in 2024, the fixed annual remuneration made up of EUR 116,000. And the fixed remuneration made up of 74% of the overall and the share of meeting fees was 26%. And then on the leadership team, to conclude, I'd like to tell you how they were paid. And all in all leadership team members were paid EUR 4.5 million, and the fixed salary made up 85% and the supplementary pension 15%. And because of the limitations of the Solidium facility, the LTI and STI were at 0. And leadership teams have also had some awards under the employee share savings program. So this is for the rest of the personnel remuneration in 2024. The remuneration consists of the basic salary, then performance incentives and competitive employee benefits. Our Finnish employees participate in the Fortum personnel fund, excluding those around 100 people who participate in the long-term incentive program. And they cannot simultaneously be participating in the personnel fund. And you can see here then in 2024, the personnel was paid on the short-term incentives EUR 27 million and the long-term incentives EUR 400 million. And then the savings program, which is very well come in, the participation rate is 35%. And last time, the personnel fund for Finnish personnel was transferred EUR 1.2 million. So this was so much for last year's remuneration, and now, we'll address the remuneration policy and the changes there, too. First, a couple of words on the remuneration practices before the changes. What are the central elements of remuneration in the company? Remuneration is based on a fixed salary, long-term incentives, i.e. performance incentive, long-term incentives, which are in practice, their share incentive as well as pension and other benefits according to market practice. The -- in certain situations, there is a possibility for recovery, which have not been applied in the recent times, but there is also in the remuneration of leadership that they should hold some company shares. Markus Rauramo owns Fortum shares at an amount which exceeds his annual salary. So you should hold the shares that it correspond -- so for so long that it corresponds to the annual salary of the CEO. And Markus exceeds this clearly. The change to the remuneration policy can be seen here. The central element here being the CEO remuneration structure. The Board has decided that the CEO remuneration short-term incentive plan can be 100% of the President and CEO annual fixed compensation. It used to be a maximum of 40% of annual fixed compensation. For long-term incentives, the maximum cap when the CEO gets a share compensation, the amount of shares can be 80% to 120% of the annual fixed compensation. When these 2 are added up, so the annual fixed -- 100% of annual fixed salary, and then, the share incentive when it's paid out, these 2 incentives all together cannot exceed 200% of annual fixed compensation. And this is the change that we have now conducted. This 200% used to be 120% of CEO fixed compensation. And you can see that this -- in the new remuneration policy, this is transparent to all shareholders, and we wanted to present it at this Annual General Meeting for advisory decision. At the end of last year, the Board and the CEO agreed that the structure of the CEO remuneration is changed, and this is related to the variable compensation, annual compensation from 40% to 100%. Therefore, long-term incentives can also change. And there was an agreement at the same time that the fixed remuneration, it used to be EUR 125,000 per month, and now it's been EUR 100,000 per month. This is an agreement that the Board and the CEO have both agreed on. And in the total remuneration of the CEO, there are more risks now. If the company does well, then the compensation can be bigger. But if the targets are not reached, then the compensation for the CEO may be lower as in 2024, 2023, and the Board actually thinks that this reflects the market fluctuations in Finland, in the Nordic countries and in Europe. And because the CEO agreed, we thought that this is a good decision. Thank you, Chairman. This was my presentation.
Unknown Executive
executiveThank you, Mikael Silvennoinen. We can now move on to Agenda Item 10. First of all, the remuneration report. The Board proposes that the remuneration report for the governing bodies be adopted in the presented form, and this is an advisory decision. Any requests for the floor on this agenda item? There is at least one request for the floor. It seems to be Hannu Virtanen, microphone number 5, please.
Unknown Shareholder
shareholderThank you, Chair. Hannu Virtanen here. You asked advisory decision, and the opinion was requested. I think that the principle is modern times achieving a good result, you get a compensation, short-term and long-term incentives. Well, we were talking about that when you work for the government. If you don't do anything, you are not sacked, but this sounds different now, this proposal. So, therefore, I support it. We pay out for good work done. It incentivizes the company staff, and I'm not jealous. I see that, of course, it's our shareholders' benefit if the company performs well, we get better dividend. And I think it's a win-win situation. I forward this proposal. Thank you.
Unknown Executive
executiveI think this was more politics, but any other requests for the floor on the remuneration report. There seems to be none. Therefore, the remuneration report has been presented to the AGM. It is appended to the minutes. And we have now adopted this for the financial year '24. Then Item 11. Looking forward now, we have now been talking about the past financial year, but the remuneration policy has now been presented to us. Mikael Silvennoinen presented the major changes and the update and is asking for the approval of the AGM on this new remuneration policy. This is advisory in relation. It has been available for shareholders on the 17th of February and also published as a stock exchange release and included in the meeting materials. Any requests for the floor on the remuneration policy? Any other than the previous one who forwarded this? There is one request for the floor. Microphone number 1, please.
Unknown Shareholder
shareholder[indiscernible], slip 421. The government has given a decision in principle, if the state would own less than 1/3 of a company, then this 200% could be considered as a bribe almost, but not in this situation because I think it's -- it would be okay legally speaking. But this comparison, you know what happened at Neste, when the share value was five, sixfold comparison to now. So those who bought at that time and those who are buying now, well, the thought in the background is that share prices are kind of regulated in this manner. I think that this 100% is a good limit. And because the government decides, we can't say anything. It's only an opinion. Thank you.
Unknown Executive
executiveWe have heard your opinion, and it's not a question of corruption or a bribe because their performance-based pay is here, and it's very transparent. Any other requests for the floor? There seems to be none. Therefore, I'd like to state that the Annual General Meeting has resolved to support the revised personnel remuneration policy. Moving on to Item 12. Resolution on the remuneration of the members of the Board of Directors. I now invite the Chair of the Shareholders' Nomination Board, Maija Strandberg to present the activities and proposals of the shareholders' nomination Board in full, so items 12 and 13 so that the Nomination Board has prepared the election and remuneration for the Board of Directors as well as proposals regarding them.
Maija Strandberg
executiveThank you, Chair, shareholders, participants at the general meeting. I am Maija Strandberg, the Chair of the Shareholders' Nomination Board, and I work as Director General at Prime Minister's Office, Ownership Steering Department. I shall now present our proposals to the Annual General Meeting on behalf of the Nomination Board. . The purpose and task of the Shareholders' Nomination Board is to prepare and present the General Meeting of Shareholders with the proposals on the remuneration of the Board of Directors and the number of its members and on the composition of the Board of Directors. In addition, the Shareholders' Nomination Board identifies possible successor candidates to the Board members. In accordance with the updated charter of the shareholders and Nomination Board of Fortum, approved by the Annual General Meeting in 2024, and the Shareholders' Nomination Board consists of 3 members. The members are appointed by the company's 3 largest shareholders, and the largest shareholders are determined on the basis of the holdings on the first banking day in June. The Chair of the company's Board of Directors acts as an expert to the Shareholders' Nomination Board without the right to vote. On the 3rd of June 2024, the following persons were appointed to the Fortum's Shareholders' Nomination Board on the basis of the holdings: myself as the representative of the State of Finland, as a representative of Ilmarinen, a mutual pension insurance company, Jouko Pölönen, and as the representative of Varma Mutual Pension Insurance Company President and CEO, Risto Murto. Mikael Silvennoinen, as Chair of Fortum Board of Directors, serves as expert to the Nomination Board without the right to vote. The Nomination Board elected in June 2024 has so far convened a total of 7 times, and the attendance rate of the meetings was 100%. We presented to the Board's proposals for the Annual General Meeting to the Board of Directors on the 19th of December 2024, at the end of the year. The goal of the Shareholders' Nomination Board is to find candidates for potential Board members meeting, the requirements set by the international nature of the company's business, emphasizing experience gained in a CEO level management position in international business and strong expertise in sustainability, energy industry and digitalization in particular. The work of the Nomination Board has been guided by the diversity principles of the Board of Directors, in line with the Finnish Corporate Governance Code 2025 for listed companies. The principles include, among others, that the Board composition shall include expertise from the geographical areas where Fortum conducts its business. The underlying profession of the Board members shall include such competencies that support the implementation of Fortum's strategy and that enable the Board members to challenge management decisions and to exercise an overseeing role. In our consideration of the composition of the Fortum Board of Directors, we estimated that the proposed composition of the Board of Directors contains a good balance of the competencies defined in the diversity principles. Ladies and gentlemen, I will first address the Nomination Board's proposal for the remuneration of the members of the Board of Directors. The company has a remuneration policy of the governing bodies, of which the remuneration policy of the Board of Directors is an integral part. Just a short while ago, the Annual General Meeting discussed the updated remuneration policy for the company's governing bodies. According to this remuneration policy, the Annual General Meeting decides annually on the remuneration of the members of the Board of Directors on the basis of a proposal prepared by the Shareholders' Nomination Board and submitted to the general meeting. . I should also note that the nomination -- the proposal on the development of the remuneration of Fortum Corporation's Board of Directors is related to the program published in the stock exchange release on the 29th of January 2021, which aims to bring the remuneration of the Board of Directors to market level by 2026. Benchmark data prepared by an external adviser 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 in addition to increasing the fixed annual fees that the fixed fees for the committee work, which previously have been in use, be discontinued to streamline the remuneration structure. So these fixed committee fees have now been discontinued in our proposal and the proposal is described in the presentation behind me, and it's also included in the meeting materials. The Shareholders' Nomination Board proposes that the annual remuneration of the members of the Board of Directors for the service on the Board be paid in shares of the company and in cash with approximately 40% of the annual remuneration being paid in shares of the company in the name and on behalf of the members of the Board of Directors and the remainder being paid in cash. The company will bear the cost of the acquisition of the shares and the transfer tax. It is proposed that the meeting fees be paid in full in cash. Next, I shall present the proposal 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 remain unchanged and consist of 9 members, the Chair and the Deputy Chair included. The Nomination Board proposes to the general meeting that the following persons be reelected to the Board of Directors: Ralf Christian, Luisa Delgado, Jonas Gustavsson, Marita Niemelä, Teppo Paavola, Mikael Silvennoinen, Johan Söderström and Vesa-Pekka Takala. Furthermore, we propose as a new member to the Board, Stefanie Kesting. Stefanie Kesting has a Ph.D. in Economics. She comes from Germany and works currently as the CEO and member of the Board of Directors of a German industrial company, Neuman & Esser Group. Previously, she has worked as an executive in Uniper, E.ON and Det Norske Veritas. The Nomination Board proposes Mikael Silvennoinen to be elected as Chair and Jonas Gustavsson as Deputy Chair of the Board of Directors. Essimari Kairisto, who has been a Board member since 2018 and currently the Deputy Chair of the Board, is not available for election to the Board of Directors for the near term. At this point, I would like to thank Essimari Kairisto on behalf of the Shareholders' Nomination Board and on my behalf for the valuable work she has done for the company over all these years. In accordance with the charter of the Nomination Board and the corporate governance code applicable to companies listed in -- Helsinki Stock Exchange, the task of the Nomination Board is to ensure that the proposed Board as a whole possesses extensive competencies and experience relevant for the company in addition to ensuring the qualifications of the individual Board member candidates. The Nomination Board is also responsible for ensuring the Board diversity principles are appropriately taken into account and that the proposed Board composition 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. The Nomination Board is aware that the proposed Fortum Board now comprises 33.3% women. And I can assure you that this will be taken into account in future proposals when we consider new candidates for the Board. In conclusion, the Nomination Board made all its proposals unanimously. Thank you.
Unknown Executive
executiveThank you to Maija Strandberg and the Nomination Board for the presentation, and now, we move on to the resolutions on the remuneration for the Board, and this proposal has been described in the notice of the meeting, and it's also in the materials for the meeting. But I think there was an incorrect line in the slide. There was the same remuneration for the members as for the Chair and the Deputy Chair. So it should not be EUR 85,000, but it should be as presented in the notice and the meeting materials, EUR 65,000. But this was, otherwise, correct in Strandberg's presentation. So this would be the proposal as the remuneration for the Board members. Are there any requests for the floor on this proposal? I believe we have Raymond Virtanen here in the front.
Unknown Shareholder
shareholderLuckily, this time, I could see you, Chairman. Ballot number 455. I propose a 10% increase on the remuneration. Now you have proposed over 20% increase. And I would like to thank you for seeing me this time around.
Unknown Executive
executiveThank you. So the proposal is to increase the remuneration less than what was proposed by the Board. Are there other requests for the floor or comments? No. Does it suffice to Mr. Virtanen that this is recorded in the minutes or should something else be recorded? It seems to be enough. Hence, Raymond Virtanen, his comment is entered into the minutes. Are there other requests for the floor? And I hope you noticed that this comparison figure for the last year was also incorrect. It does not, however, change the proposal as such. So hereby, we've been in favor of the Nomination Board's proposal with one dissenting view, but the general meeting has adopted this. And we are now at Item 13, resolution of the number of the members of the Board of Directors. According to Article 6 of Fortum's Articles of Association, the Board of Directors shall consist of a Chairman and a Deputy Chairman as well as a minimum of 3 and a maximum of 8 ordinary members, and the Nomination Board has proposed that the number of the members of the Board of Directors be 7. And together with the Chair and Deputy Chair, it's 9. And this proposal was included in the notice to the meeting and is also included in the meeting materials. Any requests for the floor? And apparently not. Hence, the Annual General Meeting has decided in accordance with the proposal of the Shareholders' Nomination Board to set the number of member -- Board members at 9. And we are at Item 14, election of the Chair, Deputy Chair and members of the Board. It is noted that according to Article 6 of the company's Articles of Association, the term of office of a member of the Board of Directors and the Chairman and Deputy Chair of the Board expires at the first Annual General Meeting following the election, and we just decided that we need to have 9 members including the Chair and Deputy Chair. The proposal was presented comprehensively here as well as the new member candidate for the Board, her background. Any requests for the floor on this item? So it's the proposal as members, the Chair and Deputy Chair of the Board. And this proposal has also been described in the notice of the meeting. There are no requests for the floor under Item 14. Therefore, we can state that for the term of office ending at the closing of the next Annual General Meeting, the Chairman, Deputy Chairman and members of the Board of Directors are elected in accordance with the Shareholders' Nomination Board's proposal. We are now on Item 15, remuneration of the auditor and sustainability auditor. In the financial year 2024, the company's auditors and sustainability assurance auditors' fees were paid against their invoice that the company first approved. Details about the fees can be found in the Board's proposal, which is included in the meeting materials in their entirety. On the recommendation of the Audit and Risk Committee, the Board proposes to the AGM to continue paying the auditor and sustainability assurance auditor for the financial years 2025 and 2026 against their invoices, which the company first approves. This is the proposal. Does anybody have any comments concerning this proposal? I can't see any. So the AGM decided to adopt the Board's proposal and pay the auditors and sustainability assurance auditors in the financial years 2025 and '26 against their invoices. Then we are at point 16, election of the auditor and the sustainability auditor for the financial year 2025. So this point the election -- the next point is for election for 2026. So we now elect the auditor and sustainability auditor for 2 years in this Annual General Meeting because there is a change in auditor firms, and according to the change in the Articles of Association, the mandate for an auditor is the financial year. So point 16, under Article 11 of the Articles of Association, the company shall have one statutory auditor, which shall be an audit firm as defined by the Audit Act. The term of office of the auditor is 1 financial year. Now the current statutory auditor and authorized sustainability auditor is Deloitte Oy with Mr. Jukka Vattulainen, an authorized public accountant and authorized sustainability auditor as the lead auditor. On the recommendation of the Audit and Risk Committee, the Board of Directors proposes to the AGM that the audit firm Deloitte Oy be reelected as the statutory auditor for the financial year 2025, and Jukka Vattulainen would continue as lead auditor and sustainability auditor. The AGM is also to ask the auditor to give their opinion on the discharge to the members of the Board to the CEO and his potential deputy and on the Board of Directors' proposal for the distribution of funds. The full proposal of the Board is included in the meeting documentation. Are there any comments under point 16, election of the auditor and sustainability auditor for the financial year 2025? One comment I can see. It is on the microphone 1, Pekka Jaakkola, please.
Unknown Shareholder
shareholderThank you, Chairman. Pekka Jaakkola, 48 is my card number. So are we talking about a change of auditor? It was so quick that -- you spoke so quick.
Unknown Executive
executiveYes, the reply. Yes. This year, the auditor remains the same. But for the next point on the agenda, we already elect a new auditor for the financial year 2026. So the whole audit firm will change from Deloitte to KPMG. But for this year, we keep the same auditor. So that was no counterproposals, no other comments. The AGM has decided to endorse the proposal of the BODs concerning the election of the auditor and the sustainability auditor for the year 2025 and the opinions to be asked from them. Then Point 17, another election for the financial year 2026. The company shall organize an audit firm selection procedure in accordance with the EU audit regulation concerning the audit for the financial year 2026. In order to prepare for the mandatory audit rotation, the Annual General Meeting of 2024 decided to amend the second paragraph of Article 11 of the Articles of Association to enable the Annual General Meeting to elect the auditor in advance for a term of 1 financial year. The election of the auditor for the financial year 2026, at this year's Annual General Meeting, will give the elected audit firm time to prepare for its upcoming audit assignment. And on the recommendation of the Audit and Risk Committee, the Board of Directors proposes that KPMG Oy Ab be elected as the company's auditor and the sustainability auditor for the financial year 2026. KPMG have informed the company that Kirsi Jantunen, authorized public accountant and authorized sustainability auditor, would be the lead auditor and the lead sustainability auditor. She is also attending this meeting. In addition, it is proposed that the Annual General Meeting ask the auditor to give their opinion on the discharge to the members of the Board, to the CEO and his potential deputy and on the Board of Directors' proposal for the distribution of funds. The full proposal of the Board is included in the meeting documentation. Are there any comments on Point 17, on the election of the auditor and sustainability auditor for 2026? The lights blind my eyes a little bit. I can't hear anybody. So I assume there are no comments. The AGM thus has taken the decision on the auditor and the sustainability auditor for the financial year 2026 and the opinions to be asked from them in line with the proposal of the Board. Then the next point is 18, authorizing the Board to decide on charitable contributions. The Board of Directors is proposing to the AGM that they be authorized to decide on contributions at the maximum amount of EUR 500,000 for charitable or equivalent purposes. The Board of Directors further proposes to the AGM that they be authorized to decide on contributions in the total amount of total EUR 1 million for incidental emergency relief or similar purposes as needed. The Board would decide for both authorizations on the recipients purposes and other terms of the contributions. Both authorizations have been made available, and they would be valid until the next Annual General Meeting. Are there any comments on this or can we authorize the Board? There are no comments. So the AGM has decided following the proposal of the Board to authorize them to decide on contributions for charitable purposes and for incidental emergency relief. So the last, Point 19, closing of the meeting. All the points in the notice to this AGM have now been addressed, and there are no other items. The minutes of this meeting will be made available to shareholders on the website of Fortum in no later than in 2 weeks' time, by April 15. I would like to thank the company and those who are watching the webcast, and in particular, those shareholders who participated in advance. The time is 16:51, I close this meeting. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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