Stock exchange release

Offering of Shares in Neste Oil Corporation

29 March 2005, 12:13 EEST

Fortum Corporation STOCK EXCHANGE RELEASE 29 March 2005

Offering of Shares in Neste Oil Corporation Not for release, publication or distribution in the United States of America. The Board of Directors of Fortum Corporation has today decided that the offering of approximately 15 per cent of shares in Neste Oil Corporation (the "Offering") will commence on 1 April 2005 for Finnish and international institutional investors (the "Institutional Offering") and 4 April 2005 for retail investors in Finland (the "Retail Offering"). The commencement of the Offering is conditional upon the shareholders of Fortum Corporation approving the proposed dividend distribution of approximately 85 per cent of Neste Oil Corporation shares at Fortum Corporation's Annual General Meeting on 31 March 2005. The book value of each Neste Oil Corporation share proposed to be distributed as a dividend in the balance sheet of Fortum Corporation is approximately EUR 1.11 per Fortum Corporation share. If approved, the proposed share dividend distribution will reduce Fortum Corporation's distributable funds by EUR 969 million. Neste Oil Corporation submitted today to the Helsinki Stock Exchange an application for listing of its shares on the Pre-List on or about 18 April 2005, and on the Main List on or about 21 April 2005. The listing of the shares in Neste Oil Corporation is intended to take place based on the distribution of the proposed share dividend, irrespective of the Offering taking place or not. The Institutional Offering will commence on 1 April 2005 and will end no later than 2:00 PM Finnish Time on 15 April 2005. The Retail Offering will commence on 4 April 2005 and will end no later than 5:00 PM Finnish Time on 14 April 2005. The initial offer price is EUR 11.00 - 13.00 per share. Fortum Corporation will make the final decision on the execution of the Offering, the number of shares to be sold, the offer price and the other terms and conditions after the offering period in the Institutional Offering has ended, which is expected to be on 15 April 2005. Neste Oil Corporation's share capital is divided into 256,403,686 shares. The Offering comprises no more than 38,440,137 shares. The shares offered correspond to no more than approximately 15 per cent of Neste Oil Corporation's total share capital and voting rights. The Institutional Offering will initially comprise 34,596,137 shares and the Retail Offering will initially comprise 3,844,000 shares. The number of shares initially offered in the Institutional Offering and in the Retail Offering may change as shares may be freely transferred between the Institutional Offering and the Retail Offering. Morgan Stanley is acting as Global Coordinator and as Joint Bookrunner for the Offering. ABN AMRO Rothschild, Merrill Lynch International and Nordea are acting as Joint Bookrunners for the Offering. Appendix A contains a Current Outlook statement for Neste Oil Corporation. Fortum Corporation Carola Teir-Lehtinen Senior Vice President, Corporate Communications For further information please contact: Juha Laaksonen, CFO, Fortum Corporation, tel. +358 10 452 4519 Appendix A: Neste Oil Corporation Current Outlook During the first quarter of 2005, the operating environment of Neste Oil ("Neste Oil" or the "Company") has continued to be favorable: Neste Oil's Total Refining Margin has remained strong and average prices for crude oil and for refined petroleum products during the quarter have exceeded the average prices during the fourth quarter of 2004. However, the less attractive U.S. dollar/euro hedge position of Neste Oil in 2005 relative to 2004 has had a negative effect on its financial performance partially offsetting the positive effect of these factors. As a result, based upon currently available information, management believes that Neste Oil's operating results under IFRS, including estimated inventory gains, for the first quarter of 2005 will be largely at the same level as or somewhat higher than for the same period in 2004. In addition, the increasing oil price environment experienced thus far in 2005 has resulted in increased working capital requirements for Neste Oil. The year ended 31 December 2004 was exceptional for Neste Oil in terms of its results of operations and Neste Oil had particularly strong financial performance during the last nine months of the year. The financial performance of the Company during the last nine months of 2005 compared with the same period in 2004 will be adversely affected by the impact of the planned shutdown of the Porvoo refinery with an assumed volume loss of approximately 1.4 million tons or approximately 10.3 million barrels during 2005. In addition, a number of other factors may also have an adverse effect on Neste Oil's financial performance during the remainder of 2005. Such factors include: - Possible weakening in the overall refining margin environment; - Possible weakening in absolute crude oil and refined petroleum product prices with a consequent adverse impact upon inventory values; - Possible weakening in the value of the U.S. dollar versus the euro and the less favorable hedge position of Neste Oil in 2005 relative to 2004; and - Possible weakening in shipping freight rates based on futures markets indications and the arrival of new deliveries into the global and regional shipping fleet. Based upon currently available information, management expects Neste Oil to have net interest-bearing debt under IFRS of approximately EUR 1 billion as of 31 March 2005. However, inasmuch as the actual level of the Company's net interest- bearing debt as of such date and at anytime thereafter is subject to various factors, including the operating results, cash flows, working capital requirements and capital expenditures of the Company during the first quarter of 2005 and thereafter, no assurance can be given as to the actual level of net interest-bearing debt as of 31 March 2005 or at any time thereafter. In order to facilitate the Offering, Morgan Stanley as the stabilizing manager, or its agents, on behalf of the Joint Bookrunners may engage in transactions that stabilize, maintain or otherwise affect the price of the shares for up to 30 days from the commencement of trading. Specifically, the Joint Bookrunners, Fortum Corporation and Neste Oil Corporation have agreed that the Joint Bookrunners may accept offers to purchase a greater number of shares than for which they are obligated to procure purchasers under the Underwriting Agreement (the "Overallotment Facility"). An exercise of the Overallotment Facility in this Offering would create an uncovered short position, which the stabilization manager or its agents may close out by purchasing shares in the open market. Any uncovered short position resulting from an exercise of the Overallotment Facility will not exceed an amount equal to 5% of the original number of shares offered. As an additional means of facilitating the offering, the stabilizing manager or its agents may effect transactions to stabilize the price of the shares. These activities may raise or maintain the market price of the shares above independent market levels or prevent or retard a decline in the market price of the shares. Such transactions may be effected on the Helsinki Stock Exchange, in the over-the- counter markets or otherwise. The stabilizing manager and its agents are not required to engage in any of these activities and, as such, there is no assurance that these activities will be undertaken; if undertaken, the stabilizing manager or its agents may end any of these activities at any time and they must be brought to an end after a limited period. Save as required by law or regulation, the stabilizing manager does not intend to disclose the extent of any stabilization transactions under the Offering. The information contained herein is not for publication or distribution into the United States. The material set forth herein is for informational purposes only and is not intended, and should not be construed, as an offer of securities for sale into the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the laws of any state, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction. This document does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be registered in the United Kingdom in respect of the shares consequently the shares must not be sold or offered for sale in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or whom it is reasonable to suppose will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations of 1995. This communication is made to or is directed at persons who are (i) outside the United Kingdom or (ii) "investment professionals" under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order") or (iii) "high net worth companies, unincorporated associations etc." under Article 49(2)(a) to (d) of the Order (together referred to as "relevant persons"). Any investments or services referred to in this communication are offered only to relevant persons. This communication should only be relied on by relevant persons. Stabilisation / FSA