Fortum's AGM Approves Dividend Distribution of 85 % of Neste Oil Shares - Neste Oil Shares Approved
Fortum Corporation STOCK EXCHANGE RELEASE 31 March 2005 1 (3)
Fortum's AGM Approves Dividend Distribution of 85 % of Neste Oil Shares - Neste Oil Shares Approved for Listing on the Helsinki Stock Exchange Not for release, publication or distribution in the United States of America. On 31 March 2005 the Helsinki Stock Exchange approved the shares of Neste Oil Corporation for listing on the Helsinki Stock Exchange on condition that the Annual General Meeting of Fortum Corporation approved the distribution of shares in Neste Oil Corporation as a dividend, as proposed by the Board of Directors of Fortum Corporation. Fortum Corporation's Annual General Meeting today approved that Fortum Corporation could distribute a cash dividend of EUR 0.58 per Fortum Corporation share and a dividend of 217,963,549 Neste Oil Corporation shares (approximately 85 per cent of the shares outstanding) such that for each four shares in Fortum Corporation each shareholder will be entitled to receive one Neste Oil Corporation share. Therefore the condition for the listing approval outlined above has been satisfied. Listing of the shares of Neste Oil Corporation will commence on the Pre-List of the Helsinki Stock Exchange on or about 18 April 2005 and on the Main List of the Helsinki Stock Exchange on or about 21 April 2005. After the distribution of the dividend, Fortum Corporation's holding in Neste Oil Corporation shares will amount to 38,440,137 shares (approximately 15 per cent) and that of the Finnish State to 128,458,247 shares (approximately 50 per cent). As announced by Fortum Corporation on 29 March 2005, it is the intention of Fortum Corporation to commence the offering of the remaining approximately 15 per cent of shares it holds in Neste Oil Corporation on 1 April 2005 for Finnish and international institutional investors and 4 April 2005 for retail investors in Finland. The share dividend will be paid to those shareholders of Fortum Corporation who, on the record date for the dividend payment, 5 April 2005, are registered in the register of shareholders of the company, maintained by the Finnish Central Securities Depository Ltd. The payment date of the share dividend is 15 April 2005, with the shares distributed as dividend entered on the shareholders' book- entry accounts on or about 18 April 2005. In the case of a shareholder of Fortum Corporation who, due to the above mentioned dividend distribution ratio, is, for each specific book-entry account, entitled to receive as a dividend a fraction of a share in Neste Oil Corporation, an amount corresponding to such fraction based on the share's value which is determined at pricing of the offering on or about 15 April 2005 will be paid to the dividend recipient in cash on or about 18 April 2005. Fractions of shares will be combined into entire shares and sold as part of the offering or immediately after Neste Oil Corporation shares have been admitted for trading on the Helsinki Stock Exchange. Distribution of the Neste Oil Corporation shares by Fortum Corporation to shareholders of Fortum Corporation is considered a dividend for tax purposes and is therefore subject to tax. Fortum Corporation is obligated to collect withholding tax in respect of the Neste Oil Corporation shares distributed as dividends to non-resident shareholders and cause advance tax withholding from the Neste Oil Corporation shares distributed as dividends to resident individuals. The withholding tax or advance tax will be withheld from the cash dividend paid by Fortum Corporation concurrently with the distribution of the Neste Oil Corporation shares. To the extent the cash dividend does not suffice to cover the entire withholding tax or advance tax for the distribution of the shares, the shareholders in question will be, by way of assessment, liable for any unpaid or uncollected withholding tax or advance tax to the tax authorities. Any Finnish asset transfer tax that is payable in connection with the dividend distribution will be paid by Fortum 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 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 pubic 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