FORTUM CORPORATION STOCK EXCHANGE RELEASE 28 June 2006
Redemption concerning the shares of Fortum Espoo Oyj in accordance with chapter
14 section 19 of the companies act
Fortum Corporation (Fortum) has notified Fortum Espoo Oyj (Fortum Espoo) of
Fortum's ownership in Fortum Espoo having exceeded the threshold of nine-tenths
(9/10) as set forth in Chapter 14, Section 19 of the Companies Act.
Notice of redemption
In accordance with Chapter 14, Section 19 of the Companies Act, Fortum has on 26
June 2006 given a notification to Fortum Espoo according to which Fortum's
holding in Fortum Espoo exceeds nine tenths (9/10) of the shares and votes in
Fortum Espoo. As a result, Fortum has the right to redeem the shares of the
shareholders in Fortum Espoo under Chapter 14, Section 19 of the Companies Act.
Fortum's current holding in Fortum Espoo is 15,598,424 shares corresponding to
99,8 percent of shares and votes in Fortum Espoo.
Claim for redemption
Fortum has today notified Fortum Espoo of its decision to use its redemption
right under Chapter 14, Section 19 of the Companies Act. Fortum presents the
redemption claim for the shares of the other shareholders of Fortum Espoo on the
The redemption price is EUR 68.36 per each share in Fortum Espoo. The redemption
price shall in Fortum's view be considered as the fair price of the shares for
purposes of Chapter 14, Section 19 of the Companies Act.
If the General Meeting of Shareholders of Fortum Espoo will resolve on
distribution of dividend or other assets after presenting of this redemption
claim, such dividend or other distribution per share shall be deducted from the
Fortum Espoo is under Chapter 14, Section 20 of the Companies Act obliged to
apply to Espoo District Court for an appointment of a trustee to look after the
interests of absent shareholders during the redemption procedure.
According to Chapter 14, Section 20 of the Companies Act Fortum may, no earlier
than six (6) months from the notification of the redemption claim, agree on the
terms of redemption with the trustee if the shareholder has not notified the
company or the trustee that he objects to the said agreement and if no dispute
exists between Fortum and another shareholder about the right of redemption or
the redemption price.
Without further delay, Fortum will initiate arbitration proceedings, in
accordance with Chapter 14, Section 19 and Chapter 16, Section 5 of the
Act, in order to redeem all shares in Fortum Espoo.
Redemption offer under the Securities Markets Act
Fortum has also become liable to make a mandatory redemption offer under Chapter
6, Section 6 of the Securities Markets Act to the other shareholders of Fortum
Espoo. The mandatory redemption offer will be published on or about 30 June
SVP, Corporate Communications
For more information:
SVP, Corporate Communications Carola Teir-Lehtinen, tel. +358 50 542 4118
CFO Juha Laaksonen, tel. +358 50 452 4519
Helsinki Stock Exchange