Fortum Corporation applies for listing of 2002A options issued for key personnel in 2002 on Helsinki Stock Exchange's main list

Fortum Corporation STOCK EXCHANGE RELEASE
9 September 2004 at 12:30 pm 1 (7)


FORTUM CORPORATION APPLIES FOR LISTING OF 2002A OPTIONS ISSUED FOR
KEY PERSONNEL IN 2002 ON HELSINKI STOCK EXCHANGE'S MAIN LIST

The Board of Fortum Corporation has decided to apply for the 2002A
options offered to its key personnel in 2002 to be traded on the
main list of the Helsinki Exchanges, with the listing to commence
on 1 October 2004.

In 2002 Fortum offered 12,500,000 options under the 2002A code for
subscription by key personnel of the Group. About 350 key persons
subscribed for options, with the total number of options for which
they subscribed being 11,063,000. The rest of the 2002A options,
i.e. 1,437,000 options, were allocated to Fortum’s fully owned
subsidiary Fortum Assets Oy. In accordance with the option
arrangement, Fortum Corporation has redeemed some of the options
as a result of changes in key personnel, so that the key personnel
held a total of 10,662,000 2002A options as at 31 August 2004. The
remaining 1,838,000 code 2002A options were held by Fortum Assets
Oy.

The maximum total number of options for which listing is sought is
10,662,000. Each option gives the right to subscribe for one
Fortum Corporation share with a nominal value of 3.40 euro. These
options may collectively be used to subscribe for a maximum of
10,662,000 shares, and the share capital may rise by a maximum of
36,250,800 euro as a result of share subscriptions. Shares which
are subscribed for via options represent no more than 1.26 percent
of Fortum Corporation's share capital. The subscription period for
shares on the basis of these options will run from 1 October 2004
to 1 May 2007.

The share subscription price for these options will be reduced by
the amount of dividends decided prior to the share subscription on
the record date of each dividend distribution. The share
subscription price for options at the start of listing will be
4.74 euro. The subscription price will not be reduced below the
nominal value of a Fortum Corporation share, i.e. 3.40 euro.

The options will be transferred to the book-entry securities
system before their listing. Subscription for shares will be
handled at the asset management branches of Nordea Bank Finland
Plc. The entitlement to a dividend of shares subscribed for via
options, and other shareholder rights, will commence once the
increase of share capital has been entered in the trade register.

Fortum Corporation
Carola Teir-Lehtinen
Senior Vice President, Corporate Communications

For further information:
Seppo Viitanen, Group Treasurer, tel. +358 10 452 4477
Fortum Corporation


Distribution:
Helsinki Exchanges
Key media

ENCLOSURE


Published Terms and Conditions 26.3.2002

FORTUM CORPORATION 2002 STOCK OPTION TERMS AND CONDITIONS


The Annual General Meeting of Shareholders of Fortum Corporation
has on 26 March 2002 resolved to issue stock options to the key
personnel of Fortum Corporation ("Fortum" or "Company") and its
subsidiaries ("Fortum Group") and to a wholly owned subsidiary of
Fortum, determined by the Board of Directors, on the following
terms and conditions:


I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The number of stock options issued will be 25,000,000, which
entitle subscription for a total of 25,000,000 shares in Fortum.

2. Stock Options

Of the stock options 12,500,000 will be marked with the symbol
2002A and 12,500,000 with the symbol 2002B. Recipients of the
stock options will be notified in writing by the Company about the
stock option offer. The stock options will be distributed to the
recipient when he/she has accepted the offer of the Company. Stock
option certificates shall upon request be delivered to the stock
option owner at the start of the relevant share subscription
period, unless the stock options have been transferred to the book-
entry securities system.

3. Right to Stock Options

The stock options shall, with deviation from the shareholders’ pre-
emptive right to subscription, be issued to the key personnel of
the Fortum Group and a wholly owned subsidiary of Fortum,
determined by the Board of Directors. It is proposed that the
shareholders’ pre-emptive right to subscription be deviated from
since the stock options are intended to form part of the key
personnel incentive and commitment program.

4. Distribution of Stock Options

The Board of Directors decides upon the distribution of the stock
options. Stock options shall be distributed to a wholly owned
subsidiary of Fortum to such extent that the stock options are not
distributed to key personnel of the Fortum Group. The Board of
Directors of Fortum shall later on decide upon the further
distribution of the stock options distributed to the subsidiary to
the key personnel employed by or to be recruited by the Fortum
Group.

Upon issuance, all stock options 2002B shall be distributed to a
wholly owned subsidiary of Fortum, which can, by the resolution of
the Board of Directors of Fortum, distribute stock options 2002B
to the key personnel employed by or to be recruited by the Fortum
Group.

The Board of Directors may annually distribute stock options to
the key personnel, only if the increase in Fortum Group’s earnings
per share (EPS) is at least five (5) percent. The EPS increase is
defined as the EPS growth of the latest accounting period compared
with the preceding period. The Board of Directors may in the
earnings calculation take into account changes in the price of raw
oil and the international refining margin.

The Board of Directors shall establish a maximum annual number of
potentially distributable stock options. The proportion of this
annual maximum that actually becomes available for distribution,
is influenced by the Company’s relative share price development
compared to the European Utilities Index during a period of twelve
(12) calendar months preceding the month that the stock options
are to be distributed:

- if Fortum’s share price development exceeds the development of
the European Utilities Index by a minimum of (8) percent, the
total maximum annual number of stock options can be distributed,
- if Fortum’s share price development is weaker than the
development of the European Utilities Index, none of the stock
options can be distributed,
- if Fortum’s share price development equals the development of
the European Utilities Index, one third (1/3) of the total maximum
annual number of stock options can be distributed,
- if Fortum’s share price development exceeds the development of
the European Utilities Index by zero to eight (0-8) percent, the
proportion of the annual maximum that becomes available for
distribution shall be determined by multiplying with 8.33 the
percentage unit, by which the development of the Fortum share
price exceeds the development of the European Utilities Index, and
adding 0.33 (1/3) to the acquired number.

When calculating the number of distributable stock options, the
percentage units will be taken into account to two decimals and
the number of stock options will be rounded to the nearest full
figure.

The Board of Directors can estimate potential effects of corporate
acquisitions, arrangements or other comparable significant changes
on the Fortum Group earnings and on the relative development of
the Fortum share price and make corresponding adjustments to the
Fortum Group earnings and relative Fortum share price development
conditions that have been set in the stock option terms and the
conditions.

5. Transfer of Stock Options and Obligation to Offer Stock Options

The stock options are freely transferable, when the relevant share
subscription period has commenced. The Company shall hold the
stock options on behalf of the stock option owner until the
beginning of the share subscription period. The stock option owner
has the right to acquire the possession of the stock options when
the relevant share subscription period begins. Should the stock
option owner transfer his/her stock options, such person is
obliged to inform the Company about the transfer without delay.
The Board of Directors may, as an exception to the above, permit
the transfer of a stock option also before such date, given that
the reason is justifiable for the Company.

Should a stock option owner cease to be employed by or in the
service of the Fortum Group, for any other reason than the death
of the employee, or the statutory retirement of the employee in
compliance with the employment contract, or the retirement of the
employee as otherwise defined by the Company, such person shall
without delay offer to the Company or its order, free of charge,
the stock options for which the share subscription period had not
begun on the last day of such person’s employment or service. The
Board of Directors can, however, after the stock option owner has
offered his/her stock options, decide that the stock option owner
is entitled to keep offered stock options or a part of them, given
that the reason is justifiable for the Company.

Regardless of whether the stock option owner, under an obligation
to offer, has offered his/her stock options to the Company or not,
the Company is entitled to inform the stock option owner in
writing that the stock option owner has lost his/her stock options
on the basis of the above-mentioned reasons. Should the stock
options have been transferred to the book-entry securities system,
the Company has the right, whether or not the stock options have
been offered to the Company, to request and get transferred all
the stock options, for which the share subscription period had not
begun, from the stock option owner’s book-entry account to the
book-entry account appointed by the Company without the consent of
the stock option owner. In addition, the Company is entitled to
register transfer restrictions and other corresponding
restrictions concerning the stock options to the stock option
owner’s book-entry account without the consent of the stock option
owner.


II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to Subscribe New Shares

Each stock option entitles its owner to subscribe for one (1)
share in Fortum. The nominal value of each share is 3.40 euro. As
a result of the subscriptions the share capital of Fortum may be
increased by a maximum of 85,000,000 euro and the number of shares
by a maximum of 25,000,000 new shares.

The wholly owned subsidiary of Fortum shall not be entitled to
subscribe shares in Fortum on the basis of the stock options.

2. Share Subscription and Payment

The share subscription period shall be:

§ for stock options 2002A 1 October 2004 - 1 May 2007 and
§ for stock options 2002B 1 October 2006 - 1 May 2009.

The share subscription shall take place at the head office of
Fortum or possibly at another location to be determined later. The
subscriber shall transfer the respective stock option certificates
with which he/she subscribes shares, to the Company, or if the
stock options have been transferred to the book-entry securities
system, the stock options with which shares have been subscribed
shall be deleted from the subscriber’s book-entry account. Payment
for shares subscribed shall be effected upon subscription to the
bank account appointed by the Company. The Company shall decide on
all measures concerning the share subscription.

3. Share Subscription Price

The share subscription price shall be:

§ for stock option 2002A the Fortum trade volume weighted
average share price on the Helsinki Exchanges between 1 January
and 31 March 2002 and
§ for stock option 2002B the Fortum trade volume weighted
average share price on the Helsinki Exchanges between 1 January
and 31 March 2003.

From the share subscription price of stock options shall, as per
the dividend record date, be deducted the amount of the dividend
decided after the beginning of the period for determination of the
share subscription price and before share subscription.

The share subscription price will be rounded to the nearest full
cent. The share subscription price shall nevertheless always
amount to at least the nominal value of the share.

4. Registration of Shares

Shares subscribed for and fully paid shall be registered in the
book-entry account of the subscriber.

5. Shareholder Rights

Dividend rights of the shares and other shareholder rights shall
commence when the increase of the share capital has been
registered with the Trade Register.

6. Share Issues, Convertible Bonds and Stock Options before Share
Subscription

Should the Company, before the share subscription, increase its
share capital through an issue of new shares, or issue of new
convertible bonds or stock options, a stock option owner shall
have the same right as or an equal right to that of a shareholder.
Equality is reached in the manner determined by the Board of
Directors by adjusting the number of shares available for
subscription, the share subscription price or both of these.

Should the Company, before the subscription for shares, increase
its share capital by way of a bonus issue, the subscription ratio
shall be amended so that the ratio to the share capital of shares
to be subscribed by virtue of stock options remains unchanged. If
the number of shares that can be subscribed for by virtue of one
stock option should be a fraction, the fractional part shall be
taken into account by reducing the share subscription price.

7. Rights in Certain Cases

If the Company reduces its share capital before the share
subscription, the subscription right accorded by the stock option
terms and conditions shall be adjusted accordingly as specified in
the resolution to reduce the share capital.

If the Company is placed in liquidation before the share
subscription, the stock option owner shall be given an opportunity
to exercise his/her subscription right before the liquidation
begins within a period of time determined by the Board of
Directors.

If the Company resolves to merge in another company as the company
being acquired or in a company to be formed in a combination
merger, or if the Company resolves to be divided, the stock option
owner shall, before the merger or division, be given the right to
subscribe for the shares with his/her stock options within a
period of time determined by the Board of Directors. After such
date no subscription right shall exist. In the above situations
the stock option owner has no right to require that the Company
redeem the stock options from him/her for market value.

If the Company, after the beginning of the period of share
subscription, resolves to acquire its own shares by an offer made
to all shareholders, the stock option owners shall be made an
equivalent offer. In other cases acquisition of the Company’s own
shares does not require the Company to take any action in relation
to the stock options.

In case, before the end of the subscription period, a situation,
as referred to in Chapter 14 Section 19 of the Companies Act, in
which a shareholder possesses over 90% of the shares of the
Company and therefore has the right and obligation to redeem the
shares of the remaining shareholders, or a situation, as referred
to in Chapter 6 Section 6 of the Securities Market Act, or a
situation, as referred to in Section 19 in the Articles of
Association arise, the stock option owners shall be entitled to
use their right of subscription by virtue of the stock option
within a period of time determined by the Board of Directors.

If the nominal value of the share is changed while the share
capital remains unchanged, the share subscription terms and
conditions shall be amended so that the total nominal value of the
shares available for subscription and the total share subscription
price remain the same.

Converting the Company from a public company into a private
company will not affect the stock option terms and conditions.


III OTHER MATTERS

The laws of Finland shall be applied to these terms and
conditions. Disputes arising in relation to the stock options
shall be settled by arbitration in accordance with the Arbitration
Rules of the Central Chamber of Commerce.

The Board of Directors may decide on the transfer of the stock
options to the book-entry securities system at a later date and on
the resulting technical amendments to these terms and conditions,
including those amendments and specifications to the terms and
conditions, which are not considered essential. Other matters
related to the stock options are decided on by the Board of
Directors. The stock option documentation is kept available for
inspection at the head office of Fortum in Espoo.

The Company is entitled to withdraw the stock options, which have
not been transferred, or with which shares have not been
subscribed, free of charge, if the stock option owner acts against
these terms and conditions, or against regulations given by the
Company on the basis of these terms and conditions, or against
applicable law, or against regulations by authorities.

These terms and conditions have been written in Finnish, Swedish
and in English. In case of any discrepancy between the Finnish,
Swedish and English terms and conditions, the Finnish terms and
conditions are decisive.