Fortum to apply for the listing of the 2001B options issued to key employees on
the Main List of the Helsinki Stock Exchange
The Board of Directors of Fortum Corporation has decided to apply for the trading
of the 2001B options offered to its key employees in 2001 on the Main List of the
Helsinki Stock Exchange, with the listing to commence on 16 January 2006.
The Annual General Meeting of Fortum Corporation decided on 4 April 2001 to issue
options to the Group's key employees. Altogether 8,000,000 of these options were
marked with the code 2001B. In March 2002, a total of 212,500 of the options
were annulled, and in December 2005 a total of 1,087,500. The rest of Fortum's
2001B options were, on 31 December 2005, held by Fortum's key employees.
The maximum total number of 2001B options for which listing is sought is
6,700,000. Each option gives the right to subscribe for one Fortum Corporation
share with a nominal value of 3.40 euros. A maximum of 6,700,000 shares may be
subscribed for based on the total amount of options, and the share capital may
increase by a maximum of 22,780,000 euros as a result of the share subscriptions.
The shares subscribed for with options represent no more than 0.77 percent of
Fortum Corporation's share capital. The subscription period for shares on the
basis of these options will run from 16 January 2006 to 1 May 2007.
The share subscription price on the basis of the 2001B options will be 4.47 euros
in the beginning of the subscription period. The subscription price will be
reduced by the amount of dividends decided before the subscription so that the
changed subscription price will be effective on the record date for each dividend
distribution. However, the subscription price will always be at least 3.40 euros,
which equals the nominal value of Fortum's shares.
The options will be transferred to the book-entry system before their listing.
Shares can be subscribed for at the asset management branches of Nordea Bank
Finland Plc. The entitlement of the shares subscribed for with the options to a
dividend, and other shareholder rights, will commence once the increase in the
share capital has been entered into the trade register.
In December 2005, also those 2002B options offered in 2002 have been annulled
that were not issued to the key personnel and that were returned to the company.
The subscription period for the 2002B options will start on 1 October 2006. A
total of 2,476,000 options were annulled, and after the annulment the key
personnel possessed a total of 10,024,000 2002B options.
The intention is that the next time share subscriptions related to Fortum share
option schemes are registered will be approximately on 3 March 2006, when new
shares subscribed for by 23 February 2006 will be registered. The shares
subscribed for with options by 23 February 2006 are entitled to a dividend
possibly paid for 2005 during the spring of 2006. The holders of these new shares
are also entitled to participate in the Annual General Meeting in the spring of
2006 under the terms indicated in the notice to the shareholders' meeting.
After the registration in March 2006, shares subscribed for with the options are
planned to be registered next time on or around 8 June 2006. The shares
subscribed for then will no longer be entitled to the dividend possibly paid for
2005.
Fortum Corporation
Carola Teir-Lehtinen
Senior Vice President,
Corporate Communications
For further information, please contact:
Jouni Huttunen, tel. +358 10 452 4649
Distribution:
Helsinki Stock Exchange
Key media
ENCLOSURE
Terms and conditions
WARRANTS IN FORTUM CORPORATION 2001
The Annual General Meeting of Shareholders of Fortum Corporation has on 4 April
2001 resolved that warrants be issued to the key personnel of the Fortum Group
and to a wholly owned subsidiary of Fortum Corporation, determined by the Board
of Directors, on the following terms and conditions:
I ISSUANCE OF WARRANTS
1. Number of warrants
The number of warrants issued will be 24,000,000, and they entitle for
subscription of a total of 24,000,000 shares in Fortum Corporation.
2. Warrants
Of the warrants 8,000,000 will be marked with the symbol 2001A, 8,000,000 will be
marked with the symbol 2001B and 8,000,000 will be marked with the symbol 2001C.
The persons to whom warrants will be issued will be notified in writing by the
Company about the issue of warrants. The warrants will, by the resolution of the
Board of Directors, be given to the recipient when he or she has accepted the
offer of the Company. Warrant certificates shall upon request be delivered to the
warrant holder at the start of the relevant subscription period unless the
warrants have been transferred to the book-entry system.
3. Right to warrants
The warrants shall, with deviation from the shareholders' pre-emptive right to
subscription, be issued to the key personnel of the Fortum Group and to a wholly
owned subsidiary of Fortum Corporation, determined by the Board of Directors. It
is proposed that the shareholders' pre-emptive right to subscription be deviated
from since the warrants are intended to form part of the Group's incentive and
commitment program for the key personnel.
4. Distribution of warrants
The Board of Directors decides upon the distribution of the warrants. Warrants
shall be distributed to a wholly owned subsidiary of Fortum Corporation to such
extent that the warrants are not distributed to key personnel of the Fortum
Group. The Board of Directors of Fortum Corporation shall later on decide upon
the further distribution of the warrants issued to the subsidiary to the key
personnel employed by or to be recruited by the Fortum Group.
5. Transfer of warrants and obligation to offer warrants
The warrants are freely transferable, when the relevant share subscription period
has begun. The warrants shall be kept by the Company on behalf of the subscriber
until the start of the subscription period. The subscriber shall have the right
to receive the warrants in his possession at the start of the relevant
subscription period. Should the warrant-holder transfer his warrants, 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 warrant
also at an earlier date.
Should a warrant-holder cease to be employed by or in the service of the Fortum
Group for any other reason than the death or retirement or disability of the
employee, before 15 April 2006, such a person shall without delay offer to the
Company or its order, free of charge, those warrants for which the share
subscription period in accordance with Section II.2 had not begun at the last day
of his/her employment. Regardless of whether the subscriber has offered his
warrants to the company or not, the company is entitled to inform the subscriber
in writing that the subscriber has lost his warrants on the basis of the above-
mentioned reasons. Should the warrants be transferred to the book-entry system,
the Company has the right, whether or not the warrants have been offered to the
Company, to request and get transferred all the warrants, for which the share
subscription period had not begun, from the subscriber's book-entry securities
account to the book-entry securities account appointed by the Company.
II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION
1. Right to subscribe new shares
Each warrant entitles its holder to subscribe for one (1) new share in Fortum
Corporation. The nominal value of each share is 3.40 euro. As a result of the
subscriptions the number of shares in Fortum Corporation may be increased by a
maximum of 24,000,000 shares and the share capital by a maximum of 81,600,000
euro.
The subsidiary of Fortum Corporation shall not be entitled to subscribe shares in
Fortum Corporation on the basis of the warrants.
2. Shares subscription and payment
The subscription period shall begin:
- for warrant 2001A on 15 October 2005,
- for warrant 2001B on 15 January 2006 and
- for warrant 2001C on 15 April 2006.
The subscription period, however, does not begin with any warrants unless the
share quotation of the Fortum Corporation share, during calendar years 2001 -
2004 has developed at least as well as a European utilities index, and unless the
average four (4) successive year profit per share, after 31 December 2000, is 105
per cent of the average profit per share for the accounting periods 1998 - 2000,
rectified of exceptional entries.
Should the above key figure not be attained due to a corporate acquisition,
arrangement or some other comparable significant change, the Board of Directors
shall estimate the fulfillment of objectives without those significant changes.
The share subscription period shall, for all warrants, end on 1 May 2007.
The share subscription shall take place at the head office of Fortum Corporation
and possibly at another location to be determined later. Payment of shares
subscribed shall be effected upon subscription to the bank account appointed by
the Company.
3. Share subscription price
The share subscription price shall be:
- for warrant 2001A the trade volume weighted average quotation of the Fortum
Corporation share in the Helsinki Exchanges between 1 April 2001 and 31 March
2005,
- for warrant 2001B the trade volume weighted average quotation of the Fortum
Corporation share in the Helsinki Exchanges between 1 October 2001 and 30
September 2005 and
- for warrant 2001C the trade volume weighted average quotation of the Fortum
Corporation share in the Helsinki Exchanges between 1 April 2002 and 31 March
2006.
The development of the Fortum Corporation share is compared to a European
utilities index. From the share subscription price of the warrants, shall be
deducted twice the percentage with which the appreciation of the Fortum
Corporation share exceeds the appreciation of the comparison index during the
period for determination of the subscription price, as well as the amount of the
cash dividends distributed during the period for determination of the
subscription price.
The above determined share subscription price shall nevertheless always amount to
at least the trade volume weighted average quotation of the Fortum Corporation
share in the Helsinki Exchanges between 1 April and 30 April 2001. From the share
subscription price of the warrants shall be deducted the amount of the cash
dividend distributed after the beginning of the period for determination of the
subscription price but before the date of the share subscription.
The share subscription price will be round up to the nearest full cent. The share
subscription price shall be 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 warrants before share subscription
Should the Company, before the subscription for shares, increase its share
capital through an issue of new shares, or issue convertible bonds or warrants, a
warrant holder 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 amount of shares available for subscription, the
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 for by virtue of
warrants remains unchanged. If the number of shares that can be subscribed for by
virtue of one warrant should be a fraction, the fractional part shall be taken
into account by reducing the subscription price.
7. Rights in certain cases
If the Company reduces its share capital before the subscription of shares, the
subscription right accorded by the terms of the warrant shall be adjusted
accordingly as specified in the resolution to reduce the share capital.
If the Company is placed in liquidation before the subscription of shares, the
warrant holder shall be given an opportunity to exercise his 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 warrant holder shall before the merger or division be given
the right to subscribe for the shares within the period of time determined by the
Board of Directors, provided that the above mentioned subscription terms and
conditions of the share subscription are fulfilled. After such date no
subscription right shall exist. In the above situations the warrant-holder has no
right to require that the company redeems the warrants from him for market value.
If the Company, after the beginning of the period and right of subscription,
resolves to acquire its own shares by an offer made to all shareholders, the
warrant holders 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 warrants.
In case, before the end of the subscription period, a situation as referred to in
Chapter 14 Section 19 of the Finnish 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 as referred to
in Chapter 6 Section 6 of the Finnish Securities Market Act, or as referred to in
Section VI in the Articles of Association, arise, the warrant holders shall be
entitled to use their right of subscription by virtue of the warrant within a
period of time determined by the Board of Directors, provided that the above-
mentioned subscription terms and conditions of the share subscription are
fulfilled.
If the nominal value of the share is changed while the share capital remains
unchanged, the subscription terms shall be amended so that the total nominal
value of the shares available for subscription and the total subscription price
remain the same.
Converting the Company from a public company into a private company will not
affect the terms and conditions of the warrants.
7. Dispute resolution
Disputes arising in relation to the warrants shall be settled by arbitration in
accordance with the Arbitration Rules of the Central Chamber of Commerce.
9. Other matters
The Board of Directors may decide on the transfer of the warrants to the book-
entry system at a later date and on the resulting technical amendments to these
terms and conditions. The Board of Directors decides on other matters related to
the warrants. The warrant documentation is kept available for inspection at the
head office of Fortum Corporation in Espoo.
This is an English-language translation of the Finnish-language documents. In
case of any discrepancy between the Finnish and English texts, the Finnish-
language documents are decisive.