Fortum Corporation to apply for the listing of the 2002B 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 2002B options offered to its key employees in 2002 on the Main List of the
Helsinki Stock Exchange, with the listing to commence on 2 October 2006.
In 2002, Fortum Corporation offered to its key employees 12,500,000 options for
subscription under the code 2002B. In December 2005, a total of 2,476,000 options
not distributed to the key employees and returned to the custody of the
corporation were cancelled.
The maximum total number of options for which listing is sought is 10,024,000.
Each option gives the right to subscribe for one Fortum Corporation share with a
nominal value of 3.40 euros. A maximum of 10,024,000 shares may be subscribed for
based on the total amount of the options, and the share capital may increase by a
maximum of 34,081,600 euros as a result of the share subscriptions. The shares
subscribed for with options represent in maximum 1.14 percent of Fortum
Corporation's share capital. The subscription period for shares on the basis of
these options will run from 2 October 2006 to 30 April 2009.
The share subscription price on the basis of the options equals the nominal value
of the share, 3.40 euros. Future dividends do not reduce the subscription price
since the terms and conditions of the options state that the subscription price
must not be less than the nominal value of the share.
The options will be transferred to the book-entry system before their listing.
Shares can be subscribed for at the asset management branches Nordea Bank Finland
Plc. The shares subscribed for with the options are entitled to a dividend and
other shareholder rights once the increase in the share capital has been entered
into the trade register.
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 communicated on 26 March 2002
FORTUM CORPORATION 2002 STOCK OPTION TERMS AND CONDITIONS
The Annual General Meeting of Shareholders of Fortum Corporation has on 26 March
2002 resolved to issue stock options to the key personnel of Fortum Corporation
("Fortum" or "Company") and its subsidiaries ("Fortum Group") and to a wholly
owned subsidiary of Fortum, determined by the Board of Directors, on the
following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The number of stock options issued will be 25,000,000, which entitle subscription
for a total of 25,000,000 shares in Fortum.
2. Stock Options
Of the stock options 12,500,000 will be marked with the symbol 2002A and
12,500,000 with the symbol 2002B. Recipients of the stock options will be
notified in writing by the Company about the stock option offer. The stock
options will be distributed to the recipient when he/she has accepted the offer
of the Company. Stock option certificates shall upon request be delivered to the
stock option owner at the start of the relevant share subscription period, unless
the stock options have been transferred to the book-entry securities system.
3. Right to Stock Options
The stock options shall, with deviation from the shareholders' pre-emptive right
to subscription, be issued to the key personnel of the Fortum Group and a wholly
owned subsidiary of Fortum, determined by the Board of Directors. It is proposed
that the shareholders' pre-emptive right to subscription be deviated from since
the stock options are intended to form part of the key personnel incentive and
commitment program.
4. Distribution of Stock Options
The Board of Directors decides upon the distribution of the stock options. Stock
options shall be distributed to a wholly owned subsidiary of Fortum to such
extent that the stock options are not distributed to key personnel of the Fortum
Group. The Board of Directors of Fortum shall later on decide upon the further
distribution of the stock options distributed to the subsidiary to the key
personnel employed by or to be recruited by the Fortum Group.
Upon issuance, all stock options 2002B shall be distributed to a wholly owned
subsidiary of Fortum, which can, by the resolution of the Board of Directors of
Fortum, distribute stock options 2002B to the key personnel employed by or to be
recruited by the Fortum Group.
The Board of Directors may annually distribute stock options to the key
personnel, only if the increase in Fortum Group's earnings per share (EPS) is at
least five (5) percent. The EPS increase is defined as the EPS growth of the
latest accounting period compared with the preceding period. The Board of
Directors may in the earnings calculation take into account changes in the price
of raw oil and the international refining margin.
The Board of Directors shall establish a maximum annual number of potentially
distributable stock options. The proportion of this annual maximum that actually
becomes available for distribution, is influenced by the Company's relative share
price development compared to the European Utilities Index during a period of
twelve
(12) calendar months preceding the month that the stock options are to be
distributed:
if Fortum's share price development exceeds the development of the European
Utilities Index by a minimum of (8) percent, the total maximum annual number of
stock options can be distributed, if Fortum's share price development is weaker
than the development of the European Utilities Index, none of the stock options
can be distributed, if Fortum's share price development equals the development of
the European Utilities Index, one third (1/3) of the total maximum annual number
of stock options can be distributed, if Fortum's share price development exceeds
the development of the European Utilities Index by zero to eight (0-8) percent,
the proportion of the annual maximum that becomes available for distribution
shall be determined by multiplying with 8.33 the percentage unit, by which the
development of the Fortum share price exceeds the development of the European
Utilities Index, and adding 0.33 (1/3) to the acquired number.
When calculating the number of distributable stock options, the percentage units
will be taken into account to two decimals and the number of stock options will
be rounded to the nearest full figure.
The Board of Directors can estimate potential effects of corporate acquisitions,
arrangements or other comparable significant changes on the Fortum Group earnings
and on the relative development of the Fortum share price and make corresponding
adjustments to the Fortum Group earnings and relative Fortum share price
development conditions that have been set in the stock option terms and the
conditions.
5. Transfer of Stock Options and Obligation to Offer Stock Options
The stock options are freely transferable, when the relevant share subscription
period has commenced. The Company shall hold the stock options on behalf of the
stock option owner until the beginning of the share subscription period. The
stock option owner has the right to acquire the possession of the stock options
when the relevant share subscription period begins. Should the stock option owner
transfer his/her stock options, 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 stock option also before such date, given
that the reason is justifiable for the Company.
Should a stock option owner cease to be employed by or in the service of the
Fortum Group, for any other reason than the death of the employee, or the
statutory retirement of the employee in compliance with the employment contract,
or the retirement of the employee as otherwise defined by the Company, such
person shall without delay offer to the Company or its order, free of charge, the
stock options for which the share subscription period had not begun on the last
day of such person's employment or service. The Board of Directors can, however,
after the stock option owner has offered his/her stock options, decide that the
stock option owner is entitled to keep offered stock options or a part of them,
given that the reason is justifiable for the Company.
Regardless of whether the stock option owner, under an obligation to offer, has
offered his/her stock options to the Company or not, the Company is entitled to
inform the stock option owner in writing that the stock option owner has lost
his/her stock options on the basis of the above-mentioned reasons. Should the
stock options have been transferred to the book-entry securities system, the
Company has the right, whether or not the stock options have been offered to the
Company, to request and get transferred all the stock options, for which the
share subscription period had not begun, from the stock option owner's book-entry
account to the book-entry account appointed by the Company without the consent of
the stock option owner. In addition, the Company is entitled to register
transfer restrictions and other corresponding restrictions concerning the stock
options to the stock option owner's book-entry account without the consent of the
stock option owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to Subscribe New Shares
Each stock option entitles its owner to subscribe for one (1) share in Fortum.
The nominal value of each share is 3.40 euro. As a result of the subscriptions
the share capital of Fortum may be increased by a maximum of 85,000,000 euro and
the number of shares by a maximum of 25,000,000 new shares.
The wholly owned subsidiary of Fortum shall not be entitled to subscribe shares
in Fortum on the basis of the stock options.
2. Share Subscription and Payment
The share subscription period shall be:
for stock options 2002A 1 October 2004 - 1 May 2007
for stock options 2002B 1 October 2006 - 1 May 2009
The share subscription shall take place at the head office of Fortum or possibly
at another location to be determined later. The subscriber shall transfer the
respective stock option certificates with which he/she subscribes shares, to the
Company, or if the stock options have been transferred to the book-entry
securities system, the stock options with which shares have been subscribed shall
be deleted from the subscriber's book-entry account. Payment for shares
subscribed shall be effected upon subscription to the bank account appointed by
the Company. The Company shall decide on all measures concerning the share
subscription.
3. Share Subscription Price
The share subscription price shall be:
for stock option 2002A the Fortum trade volume weighted average share price on
the Helsinki Exchanges between 1 January and 31 March 2002 and for stock option
2002B the Fortum trade volume weighted average share price on the Helsinki
Exchanges between 1 January and 31 March 2003.
From the share subscription price of stock options shall, as per the dividend
record date, be deducted the amount of the dividend decided after the beginning
of the period for determination of the share subscription price and before share
subscription.
The share subscription price will be rounded to the nearest full cent. The share
subscription price shall nevertheless always amount to 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 Stock Options before Share
Subscription
Should the Company, before the share subscription, increase its share capital
through an issue of new shares, or issue of new convertible bonds or stock
options, a stock option owner 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 number of shares available for subscription, the share 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 by virtue of stock
options remains unchanged. If the number of shares that can be subscribed for by
virtue of one stock option should be a fraction, the fractional part shall be
taken into account by reducing the share subscription price.
7. Rights in Certain Cases
If the Company reduces its share capital before the share subscription, the
subscription right accorded by the stock option terms and conditions shall be
adjusted accordingly as specified in the resolution to reduce the share capital.
If the Company is placed in liquidation before the share subscription, the stock
option owner shall be given an opportunity to exercise his/her 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 stock option owner shall, before the merger or division, be
given the right to subscribe for the shares with his/her stock options within a
period of time determined by the Board of Directors. After such date no
subscription right shall exist. In the above situations the stock option owner
has no right to require that the Company redeem the stock options from him/her
for market value.
If the Company, after the beginning of the period of share subscription, resolves
to acquire its own shares by an offer made to all shareholders, the stock option
owners 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 stock options.
In case, before the end of the subscription period, a situation, as referred to
in Chapter 14 Section 19 of the 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 a situation, as referred
to in Chapter 6 Section 6 of the Securities Market Act, or a situation, as
referred to in Section 19 in the Articles of Association arise, the stock option
owners shall be entitled to use their right of subscription by virtue of the
stock option within a period of time determined by the Board of Directors.
If the nominal value of the share is changed while the share capital remains
unchanged, the share subscription terms and conditions shall be amended so that
the total nominal value of the shares available for subscription and the total
share subscription price remain the same.
Converting the Company from a public company into a private company will not
affect the stock option terms and conditions.
III OTHER MATTERS
The laws of Finland shall be applied to these terms and conditions. Disputes
arising in relation to the stock options shall be settled by arbitration in
accordance with the Arbitration Rules of the Central Chamber of Commerce.
The Board of Directors may decide on the transfer of the stock options to the
book-entry securities system at a later date and on the resulting technical
amendments to these terms and conditions, including those amendments and
specifications to the terms and conditions, which are not considered essential.
Other matters related to the stock options are decided on by the Board of
Directors. The stock option documentation is kept available for inspection at the
head office of Fortum in Espoo.
The Company is entitled to withdraw the stock options, which have not been
transferred, or with which shares have not been subscribed, free of charge, if
the stock option owner acts against these terms and conditions, or against
regulations given by the Company on the basis of these terms and conditions, or
against applicable law, or against regulations by authorities.
These terms and conditions have been written in Finnish, Swedish and in English.
In case of any discrepancy between the Finnish, Swedish and English terms and
conditions, the Finnish terms and conditions are decisive.