A NEW STOCK OPTION SCHEME TO FORTUM KEY PERSONNEL

The Board of Directors of Fortum Corporation has in its meeting on 12 March 2001 resolved to propose to the Annual General Meeting of Shareholders to be held on 4 April 2001 that warrants be issued to the key personnel of the Fortum Group and to a wholly-owned subsidiary of Fortum Corporation. The number of warrants issued will be 24,000,000. Of the warrants 8,000,000 will be marked with the symbol 2001A, 8,000,000 will be marked with the symbol 2001B and 8,000,000 will be marked with the symbol 2001C. The warrants entitle to subscription of a maximum of 24,000,000 shares in Fortum Corporation.

 

The share subscription price for warrant 2001A shall be the trade volume weighted average quotation of the Fortum Corporation share in the Helsinki Exchanges between 1 April 2001 and 31 March 2005, for warrant 2001B the trade volume weighted average quotation of the Fortum Corporation share in the Helsinki Exchanges between 1 October 2001 and 30 September 2005 and for warrant 2001C the trade volume weighted average quotation of the Fortum Corporation share in the Helsinki Exchanges between 1 April 2002 and 31 March 2006.

         

The warrants now issued can be exchanged for shares constituting a maximum of 2.7 per cent of the company’s shares and voting rights.

 

The development of the Fortum Corporation share is compared to a European utilities index. From the share subscription price of the warrants, shall be deducted twice the percentage with which the appreciation of the Fortum Corporation share exceeds the appreciation of the comparison index during the period for determination of the subscription price, as well as the amount of the cash dividends distributed during the period for determination of the subscription price.

 

The subscription period shall begin for warrant 2001A on 15 October 2005, for warrant 2001B on 15 January 2006 and for warrant 2001C on 15 April 2006 and shall, for all warrants, end on 1 May 2007. The subscription period, however, does not begin with any warrants in case the share quotation of the Fortum Corporation share, during calendar years 2001 - 2004 has developed at least as well as a European utilities index, and in case the average four (4) successive year profit per share, after 31 December 2000, is 105 per cent of the average profit per share for the accounting periods 1998 - 2000, rectified of exceptional entries.