FORTUM USES ITS CALL OPTION FOR E.ON FINLAND'S SHARES - Additional purchase offer to the City of Espoo Fortum's Board of Directors decided on 17 January 2005 to use the the call option to buy all shares of E.ON Finland owned by the German E.ON Group. The call option is part of the compensation Fortum received from the Wesertal deal made with E.ON in 2002. The shares to be acquired from E.ON constitute about 65.6 percent of the share capital and votes of E.ON Finland. Fortum considers that its shareholders' interest requires using the call option. According to the contract Fortum has the option to buy shares during three months from the beginning of 2005 at a price of about EUR 38 per share. The total value of the purchase is about EUR 390 million. The exact purchase price depends on the net result and dividend distribution of E.ON Finland for the year 2004. The board of Fortum also decided to make a purchase offer to the City of Espoo, which is the largest minority shareholder of E.ON Finland with a share of approximately 34.3 2 percent. The offered price is EUR 48 per share, which is [about 52] percent more than the last closing rate of E.ON Finland and about 62 percent more than its volume weighted average share price last year. When the offer of Fortum is approved, Fortum will pay to the City of Espoo about EUR 257 million in cash. If Fortum's share of the share capital and votes of E.ON Finland exceeds 90 percent as a result of the offer, Fortum will offer to redeem the shares of other shareholders the possibility to sell their shares at the same price as in the purchase offer to the City of Espoo. When the purchases transactions haveve been realized, Fortum plans to develop the operation of E.ON Finland e.g. by investing about EUR 300 million into expandingimproving its main power plant in Suomenoja, Espoo and increasing the power generation capacity significantly to almost 400 megawatts. The solution based on using natural gas will markedly reduce the emissions of the power plant. The purchases transactions mean significant expansion of Fortum's operation in its home town Espoo, which is E.ON Finland's main operating area. Because of the relatively dense population structure of Espoo, Fortum will keep the operating area of E.ON Finland as a separate pricing area for electricity distribution as defined in the Electricity Market Act. The purchases will not affect the distribution prices of E.ON Finland during the next two years but will remain at the same level as at the end of 2004. Fortum already employs about 1,400 persons in Espoo and is one of the largest employers of Espoothis city. As the importance of Espoo grows for Fortum, it estimates that ina total of about 100 positions in its different operations will move from other areas to Espoo. Fortum will finance the purchase by debt financing using its existing credit arrangements. As the purchases are realized, the net debt of Fortum will grow by about EUR 650 million and the debt-equity ratio of Fortum will rise by about eight percent points to 81 percent from the level according to the interim financial statements at the end of September. Fortum estimates that the purchase will have a positive effect on the earnings per share of Fortum within two years. According to Mikael Lilius, CEO of Fortum, E.ON Finland fits well to the strategy of Fortum, which aims at growth and success in the power market that has already integrated into a common Nordic market and will soon become a common European market. ""As the market opens up, competition will become tighter. Together E.ON Finland and Fortum can efficiently seize the opportunities offered by the new market conditions. For the future of Espoo's electricity business and the people of the area it is important to have an active Finnish company that is able to compete in this expanding market," ," says Mr Lilius. A press conference for the media and analysts will be arranged on 17 January 2005 at 10.30 a.m. at Fortum's head office, Keilaniementie 1, Espoo. An international conference call for analysts and investors will be arranged at 4.00 pm (GMT +2). The telephone number is +44(0)20 7784 1020 (if calling from Europe) or +1 718 354 1157 (if calling from the US [ ]). Fortum Corporation Carola Teir-Lehtinen Senior Vice President, Communications Further information: Tapio Kuula, President, Power and Heat sector, tel. +358 10 452 4112 Carola Teir-Lehtinen, Senior Vice President, Communications, tel. +10 452 4118 Distribution: Helsinki Stock Exchange Key media APPENDIX Earlier events Espoon Sähkö went public on Helsinki Stock Exchange in 1994. In this connection the ownership of the City of Espoo decreased to approximately 7574%. In addition, in 1996 the City of Espoo sold approximately six percent of the shares on the stock exchange in 1996. In 1999 Länsivoima acquired approximately 28% of shares in Espoon Sähkö. Länsivoima was merged with Fortum in 20020, and Fortum became a shareholder of Espoon Sähkö. In September 2001 the City of Espoo and the German power Group E.ON signed a sales and shareholders' agreement according to which the City of Espoo sold approximately 34% of Espoon Sähkö's shares, i.e. half of its remaining ownership, to E.ON. The shareholders' agreement granted the City the right to sell the remainder of its Espoon Sähkö shares to E.ON by the end of the year 2004 and pre-emptive rights to both parties. In February 2002 E.ON made a public purchase offer for all Espoon Sähkö shares, excluding the approximately 34% owned by the City of Espoo. As a minority shareholder Fortum accepted E.ON's offer in March 2002 and sold the its approximately 28% it ownedstake. As a result of the purchase offer Espoon Sähkö became a subsidiary of E.ON and the name of Espoon Sähkö was later changed to E.ON Finland. In April 2002 E.ON and Fortum agreed upon the Wesertal deal in which Fortum sold its power operations in Germany to E.ON. The total value of the deal was approximately EUR 550 million. In connection with the Wesertal deal E.ON signed an agreement with Fortum according to which Fortum has the right to purchase all E.ON Finland shares that are ownedheld by E.ON or acquired later by E.ON. According to the agreement, the effective dates of the call option weare 1st of January to 31st March, 2005. As the call option was to start after the put option period that the City of Espoo and E.ON had agreed upon, theis agreement did not conflict with the shareholders' agreement between the City of Espoo and E.ON. In November 2003 Rahoitustarkastus (The Financial Supervision Authority) required E.ON Finland to announce the agreement between E.ON and Fortum, and E.ON Finland announced it accordingly. Rahoitustarkastus (Financial Supervision) stated that Fortum had no obligation to make the agreement public. Later in November 2003 E.ON and the City of Espoo signed a new shareholders' agreement, and E.ON Finland announced its principal content. E.ON's obligations in the new shareholder agreement conflicted with the agreement that E.ON had signed with Fortum. In the new agreement with the City of Espoo, E.ON committed itself not to sell its E.ON Finland shares to Fortum before the end of the year 2009, except if it is obliged by a court order to sell the shares or the City of Espoo permits selling the shares. In Fortum's view the its call option of Fortum is undisputable. disputable.
Stock exchange release
FORTUM USES ITS CALL OPTION FOR E.ON FINLAND'S SHARES
17 January 2005, 09:01 EET
Fortum Corporation STOCK EXCHANGE RELEASE 17 January 2005 1 (3)