Quarterly summary of events

Since 2022 we have gathered the major events and announcements during the latest quarter to this page.

Pre January-December 2022 Financial Statements Bulletin

Announcements during Q4 2022

Uniper divestment

On 21 December, Fortum announced that the company had concluded the sale of its ownership in Uniper SE to the German State. On 19 December, the final agreements of the stabilisation package were signed between Fortum, the German State and Uniper and the Uniper Extraordinary General Meeting made the respective decisions. All required approvals for the completion of the stabilisation package, including the State Aid clearances from the European Commission, had been obtained.

On 21 September 2022, Fortum, the German State and Uniper signed an agreement in principle on a long-term solution that allowed the German State to take full control of Uniper.

The Uniper EGM resolved on the capital increase of Uniper and all newly issued shares were subscribed by the German State for EUR 1.70 per share. After the equity capital increase, the German State acquired all of Fortum‘s approximately 293 million shares in Uniper SE for EUR 1.70 per share, a total consideration of approximately EUR 0.5 billion. Fortum received the total consideration of the share transaction which amounted to approximately EUR 0.5 billion. In addition, Uniper repaid the shareholder loan of EUR 4 billion granted by Fortum. From the EUR 4.0 billion parent company guarantee facility that Fortum had granted to Uniper, a total of EUR 3.0 billion was released by year-end 2022. The remaining approximately EUR 1.0 billion, with a full German State back-to-back guarantee (indemnity), will be released latest at the end of June 2023.

Further, as part of the signed package, Fortum will have a right of first offer in case Uniper intends to divest all or parts of its Swedish hydro and nuclear assets until the end of 2026.

Following the change of control in Uniper to the German State, Fortum's representatives on Uniper's Supervisory Board resigned: Fortum's President and CEO Markus Rauramo, who has been Chair of the Supervisory Board, Fortum's CFO Bernhard Günther, Vice Chair of the Supervisory Board, as well as Fortum’s General Counsel Nora Steiner-Forsberg and Head of Fortum’s CEO Office Esa Hyvärinen. To the release

Related release 19 December 2022: Fortum, Uniper and the German State have signed the final stabil­i­sation agree­ments – Fortum sells all of its Uniper shares after the Uniper EGM

Decisions by Fortum Corporation's Extraordinary General Meeting 2022

The Extraordinary General Meeting (EGM) of Fortum Corporation was held at the Helsinki House of Culture, Finland on 23 November 2022.

The EGM resolved upon the meeting’s sole agenda topic, in accordance with the proposal of the Board of Directors, on a directed share issue without payment to the Finnish state-owned holding company Solidium Oy. In accordance with the resolution, Solidium is entitled to subscribe up to 8,970,000 new ordinary registered shares in Fortum, which corresponds to approximately 1% of all shares outstanding in Fortum after the execution of the share issue. As a consequence, the shares under control of the State of Finland will increase from 50.76% to 51.26%, correspondingly diluting the ownership of the other shareholders. To the release

The 8,970,000 new shares issued by the company were registered with the Finnish trade register on 25 November 2022. The total amount of shares outstanding in the company after the registration of the new shares is 897,264,465. The new shares carry full shareholder rights, including the right to dividend, as of the registration date. To the release

Related release on 6 September 2022: Fortum has signed a bridge financing arrangement with the Finnish state to cover collateral needs in the Nordic power commodity market

    Restated comparison figures to reflect Uniper divestment

    On 21 September 2022, Fortum, the German government and Uniper signed an agreement in principle for a long-term solution for Uniper according to which Fortum fully divests shares in Uniper SE to the German State for EUR 0.5 billion. As part of the agreement, Fortum’s EUR 4 billion loan to Uniper will be repaid and Uniper will release the EUR 4 billion parent company guarantee. Following the agreement, Fortum deconsolidates Uniper and reports it as discontinued operations in the third quarter 2022 interim financial statements.

    Fortum consequently restates the comparative consolidated income statement, consolidated statement of other comprehensive income, consolidated cash flow statement and certain key ratios for the year 2021 quarters as well as the first and second quarter of 2022. In the segment information, the Uniper segment is restated as discontinued operations and the Generation segment is restated to include OKG as an associated company instead of proportionate consolidation.

    The restated key figures for Fortum in total, continuing operations and discontinued operations (Uniper segment) are available in the below tables.

    Download excel: Restated information for year 2021 quarters and first and second quarter 2022

    Download excel: Illustrative information regarding Financial net debt and Adjusted net debt as well as Financial net debt-to-Comparable EBITDA

    The Finnish Government published its proposal for windfall tax law - Fortum to assess the proposal

    The Finnish Government published its law proposal (HE 320/2022 vp) for a temporary windfall tax on the electricity sector on 29 December 2022. The proposal intends to implement EU’s Council Regulation 2022/1854 on revenue cap and solidarity contribution as an emergency intervention to address high energy prices. This model deviates from the models proposed in other European countries. The tax would apply to companies in the electricity sector within electricity generation, wholesale and partly retail sales in Finland. Pursuant to the proposal, the tax would be 30% of the companies’ net profits generated from the above listed electricity operations in Finland exceeding a 10% return on capital in the fiscal year 2023. The Finnish corporate income tax is 20%, consequently, the total nominal tax rate would be 50% on net profits generated in the scope of the defined windfall tax. The Government has estimated that, under certain assumptions, it would cumulatively collect EUR 0.5-1.3 billion of the temporary tax from industry participants during 2023.

    The temporary law is anticipated to enter into force at the beginning of 2023 and the tax would become payable in early 2024.

    Fortum’s electricity generation in Finland accounts for approximately one third of total Finnish electricity generation. Approximately 40% of Fortum’s Nordic electricity generation and approximately 30% of electricity customers are in Finland.

    Fortum will thoroughly review and assess the proposal’s financial impacts, which will depend on the market development and results of the business operations within the scope of the taxation. Fortum aims to disclose more detailed information on the financial impacts, for example, on the comparable effective income tax rate including this windfall tax in due course, latest in connection with the publication of its full-year 2022 results on 2 March 2023. Fortum annually discloses its tax footprint and taxes borne in its Tax Footprint report. To the release

    Transactions in the comparison period 2021

    Comparable operating profit in Q4 2021 included:

    • EUR 11 million from the divestment of solar plants in Pavagada and Rajasthan, India (City Solutions)

    Comparable operating profit Q1−Q4 2021 included:

    • EUR 2 million from the sale of the Sørfjord wind park in January 2021 (Generation segment Q1/2021)
    • EUR 17 million from the sale of the 116-MW Capacity Supply Agreement (CSA) backed solar power project to the joint venture with the Russian Direct Investment Fund (RDIF) (Russia segment Q1/2021)
    • EUR 11 million from the divestment of solar plants in Pavagada and Rajasthan, India (City Solutions Q4/2021)

    Operating profit in Q4 2021 included:

    • no transactions

    Operating profit Q1−Q4 2021 included:

    • EUR 50 million tax-exempt capital gain of from the divestment of eight small hydropower plants in Sweden (Generation segment Q1/2021)
    • EUR 2,350 million from the sale of the 50% stake in the Swedish district heating and cooling company, Stockholm Exergi Holding AB (City Solutions segment Q3/2021)
    • EUR 254 million gain from the sale of the district heating business in the Baltics (City Solutions segment Q3/2021)

    Geopolitical situation

    Fortum is closely monitoring the developments caused by Russia’s attack on Ukraine, which has increased the geopolitical tensions, uncertainties and risks in the operating environment. The company is complying with all applicable laws and regulations, including sanctions, and preparing for various scenarios. 

    As announced in early March, Fortum has stopped all new investment projects in Russia and is not providing any new financing to its Russian subsidiaries. On 12 May 2022, in connection to the Q1 2022 interim report, we announced that we are preparing a controlled exit from the Russian market, with potential divestments of its Russian operations as the preferred path.  We have already made decisions to replace Russian fuels in our other operating countries.

    Financial calendar for 2023

    Silent period prior to January–December 2022 Financial Statements Bulletin 31 January–2 March 2023
    January–December 2022 Financial Statements Bulletin & launch of strategy update 2 March 2023 approx. 9:00 EET
    Silent period prior to January–March 2023 Interim Report 11 April–11 May 2023

    January–March 2023 Interim Report

    11 May 2023 approx. 9:00 EEST

    Silent period prior to January–June 2023 Half year Financial Report 5 July-4 August 2023

    5 July–4 August 2023

    January–June Half year Financial Report

    4 August 2023 approx. 9:00 EEST

    Silent period prior to January–September 2023 Interim Report

    3 October–2 November 2023

    January–September 2023 Interim Report

    2 November 2023 approx. 9:00 EET

    Fortum's Annual General Meeting 2023

      planned date 13 April 2023

       

      the possible dividend-related dates are:

      The ex-dividend date: 14 April 2023

      The record date for dividend payment: 17 April 2023

      The dividend payment date: 24 April 2023

       

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