FORTUM'S MANDATORY REDEMPTION OFFER UNDER THE SECURITIES MARKETS ACT FOR THE SHARES OF FORTUM ESPOO OYJ WILL COMMENCE ON 4 JULY 2006 Fortum Corporation's (Fortum) mandatory redemption offer pursuant to Chapter 6, Section 6 of the Securities Markets Act for the shares of Fortum Espoo Oyj (Fortum Espoo) will commence on 4 July 2006. On 29 June 2006, the Finnish Financial Supervision Authority has approved the offer document regarding the redemption of the shares of Fortum Espoo. The terms and conditions of the redemption offer are attached in their entirety to this release. The redemption offer document will be available as of 30 June 2006 at the retail offices of Sampo Bank plc and offices of Mandatum Private Bank as well as the websites www.mandatum.fi and www.fortum.fi as well as at Helsinki Stock Exchage's OMX way, address Fabianinkatu 14, 00130 Helsinki. The redemption price offered by Fortum for each share in Fortum Espoo offered in accordance with the terms and conditions of the redemption offer is EUR 68.36. The redemption price shall be paid in cash. The mandatory redemption offer will commence on 4 July 2006 at 9.30 a.m. and expire on 31 August 2006 at 4.30 p.m. The redemption price shall be paid to those having accepted the redemption offer in accordance with its terms and conditions on or about the third banking day following the execution of the trades. Fortum's aim is to acquire all the shares in Fortum Espoo. The shares of such shareholders of Fortum Espoo who decline to accept the redemption offer, will be redeemed in accordance with the minority shareholders procedure under Chapter 14, Sections 19-21 of the Companies Act. Fortum Corporation Carola Teir-Lehtinen 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 Distribution: Fortum Espoo Oyj Helsinki Stock Exchange Key Media APPENDIX The terms and conditions of the mandatory redemption offer (unofficial translation from the Finnish extract from the Redemption Offer Document) Object of the Redemption Offer Pursuant to the Chapter 6, Section 6 of the SMA the Offeror shall offer to redeem all the shares of the target Company and the securities entitling to them under the Companies Act. In accordance with Chapter 6, Section 6 of the SMA, Fortum offers to redeem all issued and outstanding shares in the Company and the securities which under the Companies Act entitle to them on the terms and conditions set forth below. The object of this Redemption Offer is the Company's Shares excluding the Company's shares which are already owned by Fortum. The registered share capital of the Company is EUR 5,293,186.88 which consists of 15,628,533 shares with the book counter-value of EUR 0.34. All the Company's shares are of the same class. Redemption Price The Redemption Price for each Share validly tendered in accordance with the terms and conditions of this Redemption Offer is EUR 68.36. The Redemption Price shall be paid in cash. If the Company's General Meeting of Shareholders resolves on a dividend distribution after presenting of this Redemption Offer and the record date established for such dividend distribution precedes the Settlement Date (as defined below), the Redemption Price shall be reduced by the amount of the dividend per Share in any such dividend distribution. Redemption Offer Period The Redemption Offer Period commences on 4 July 2006 at 9.30 a.m. (Finnish time) and expires on 31.8.2006 at 4.30 p.m. (Finnish time) (the "Redemption Offer Period"), during which time the Company's shareholders can elect to accept this Redemption Offer. The acceptance form indicating the acceptance of this Redemption Offer must be received prior to the end of the Redemption Offer Period. Acceptance of this Redemption Offer The implementation of this Redemption Offer and related Share purchases and sales will be managed by Mandatum & Co Ltd ("Mandatum"). Mandatum may make use of Sampo Bank plc ("Sampo Bank"), Mandatum Securities, and book-entry account operators to provide services related to the implementation of this Redemption Offer. The Company shareholder, who is registered in the shareholders' register of the Company will receive a notification of this Redemption Offer and an acceptance form with related instructions from his or her account operator or asset manager, provided that the shareholder has entered into an agreement to that effect with his or her account operator or asset manager. The acceptance forms are also available at the retail offices of Sampo Bank and the offices of Mandatum Private Bank. The Company shareholder who does not receive instructions or acceptance forms from his or her account operator (e.g. Finnish Central Securities Depository) can also pick up an acceptance form at the retail banking offices of Sampo Bank or the offices of Mandatum Private Bank. The Company Shareholders whose Shares are held in nominee accounts and who wish to accept this Redemption Offer will be expected to deliver their acceptance in accordance with related instructions provided by their nominee account operator. Fortum will not send an acceptance form or other Redemption Offer documents to those Company shareholders. The acceptance of this Redemption Offer in respect of pledged shares will require the consent of the pledgee. The pledgee's consent must be delivered to the account operator in writing. Securing such consent will be the responsibility of the Company shareholder in question. The Company shareholder who wishes to accept this Redemption Offer will be required to fill, sign and return his or her acceptance form to the account operator in charge of his or her book-entry securities account or asset manager in accordance with the instructions provided by them or, if the account operator or asset manager in question is not accepting acceptance forms, to the retail offices of Sampo Bank or Mandatum Private Bank. The acceptance form must be delivered so that it is received during the Redemption Offer Period i.e. at the latest 31 August 2006 at 4.30 p.m. (Finnish time), however, taking into account the instructions of the account operator or asset manager in question Each shareholder may freely select the manner of deliver of the acceptance form at his or her own risk. Acceptance forms will be considered delivered only when actually received by the aforesaid account operator, asset manager or the banking institutions. By accepting this Redemption Offer, the Company shareholder authorizes Sampo Bank, Mandatum Private Bank or the account operator in charge of the shareholder's book-entry securities account or asset manager to undertake any and all measures necessary to consummate this Redemption Offer and to sell the Shares to Fortum in accordance with the terms and conditions of this Redemption Offer. A shareholder may only accept this Redemption Offer unconditionally and with respect to all of his or her Shares recorded in the book-entry securities account indicated on his or her acceptance form. Fortum has the right to reject any conditional acceptances and partial acceptances that cover only part of the shareholder's Shares recorded in the book-entry securities account indicated on the acceptance form. Shareholder's acceptance of this Redemption Offer will be irrevocable. A shareholder who has properly accepted this Redemption Offer will not be permitted to sell or otherwise dispose of any Shares with respect to which they have accepted this Redemption Offer. Shares that have not been transferred to the book-entry system A Shareholder who wishes to accept this Redemption Offer with respect to Shares that have not been transferred to the book-entry system, must first transfer the Shares to the book-entry system via Sampo Bank or via another account operator or asset manager. The Shareholders must in this context assign the share certificates related to the Shares and authenticate his or her title to the Shares in question. Notice of the outcome of this redemption offer The outcome of this Redemption Offer will be announced in a stock exchange release on or about the second (2nd) banking day following the expiry of the Redemption Offer Period, i.e. on or about 4 September 2006. Terms of payment and settlement The sale and purchase of the Shares validly tendered in accordance with the terms and conditions of the Redemption Offer is aimed to be executed no later that on the third (3rd) Finnish banking day following the receipt of an appropriately completed and signed acceptance form. The Shares will be purchased through the Helsinki Exchanges, to the extent permitted under the rules of the Helsinki Exchanges. The trades will be settled and the Redemption Price will be paid on or about the third (3rd) banking day following the execution of the sale and purchase (the "Settlement Day"). The payment of the Redemption Price will be deposited into the bank account connected to the shareholder's book-entry securities account or, in case of shareholders whose holdings are held in nominee accounts, into the Finnish bank account specified in the acceptance form. If the bank account of the shareholder is with a different banking institution than such holder's book-entry securities account, the receipt of the Share Redemption Price may be delayed by approximately two (2) Finnish banking days, in accordance with the schedule of money transactions between banking institutions. Fortum reserves the right to postpone the payment of the Redemption Price, if the payment is prevented or suspended due to a force majeure event. Fortum shall, however, effect such payment at once when the force majeure event preventing or suspending the payment is resolved. Transfer of title Title to the shares validly tendered in this Redemption Offer will pass to Fortum upon Fortum's payment of the Redemption Price to the shareholder who has accepted this Redemption Offer. Asset transfer tax and other fees Fortum will be responsible for the Finnish asset transfer tax, if any, payable on the acceptance of this Redemption Offer and/or sale and purchase of the Shares in accordance with this Redemption Offer. The Company shareholders considering accepting this Redemption Offer are encouraged to consult tax advisors for more detailed information on other tax implications related to the ownership and disposal of the Shares. A shareholder shall not be charged for any fees relating to book-entry registrations required for the purposes of this Redemption Offer, the sale and purchase of the shares tendered in this Redemption Offer, or the payment of the Redemption Price. Account operators are entitled to charge a shareholder for other services which are offered in connection with this Redemption Offer in accordance with the agreement between the shareholder and the account operator. Other issues Fortum shall decide on all other issues relating to this Redemption Offer. All the material issues relating to this Redemption Offer shall be posted on Fortum's website www.fortum.fi as well as through a stock exchange release to the extent required by the disclosure provisions of the SMA. This Offer Document will not be supplemented or updated to reflect any financial information or other stock exchange releases issued by the Company subsequent the date of this Offer Document, except for interim reports published by the Company, nor will Fortum otherwise separately inform about issuance of such financial information or other stock exchange releases unless required by applicable mandatory law. This Redemption Offer is not being made, directly or indirectly, in any jurisdiction where the making of this Redemption Offer would be prohibited by applicable law, and this Offer Document or related acceptance forms may not be distributed or forwarded, by any means such as mail, facsimile, e-mail or telephone, or in any other manner, to or from any jurisdiction where prohibited by applicable law. The Shares of any shareholders who decline to accept this Redemption Offer will be redeemed in accordance with the minority shareholders procedure under Chapter 14, sections 19-21 of the Companies Act.
Stock exchange release
FORTUM'S MANDATORY REDEMPTION OFFER UNDER THE SECURITIES MARKETS ACT FOR THE SHARES OF FORTUM ESPOO
30 June 2006, 09:04 EEST
FORTUM CORPORATION STOCK EXCHANGE RELEASE 30 June 2006