NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders of Fortum Corporation are invited to the Annual General Meeting to be held on Thursday, 16 March 2006, at 1:00 p.m. at Finlandia Hall, address: Mannerheimintie 13 e, Helsinki. Entrance: Mannerheimintie door M4 and Karamzininkatu door K4. Registration of shareholders who have notified the company of their attendance begins at 11.45 a.m. The Annual General Meeting will be conducted in Finnish and interpreted simultaneously into Swedish and English. Matters belonging to the Annual General Meeting pursuant to Article 18 of the Articles of Association and other matters will be on the agenda of the Annual General Meeting as follows: 1. Presentation of the financial statements and the consolidated financial statements 2. Adoption of the income statements and balance sheets 3. Distribution of profit The Board of Directors proposes to the Annual General Meeting that a cash dividend of EUR 1.12 per share be paid based on the adopted balance for the financial year ending on 31 December 2005. Of this dividend, EUR 0.58 per share is attributable to the profit from the continuing operations in 2005 and EUR 0.54 per share to the profit from discontinued operations. The dividend will be paid to shareholders registered in the register of shareholders maintained by the Finnish Central Securities Depository Ltd on the record date for dividend payment, 21 March 2006. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 28 March 2006. 4. Discharge from liability for Supervisory Board, the Board of Directors and the Managing Director 5. Remuneration for the members of the Supervisory Board and Board of Directors The Shareholders’ Nomination Committee proposes to the Annual General Meeting that the Board of Directors receive the following emoluments: for the chairman, EUR 55,000 per year; for the vice chairman, EUR 42,000 per year; and for each member, EUR 30,000 per year. In addition, a fee of EUR 500 for each meeting of the Board of Directors and its committees is proposed. 6. Auditor’s remuneration 7. The number of members of the Supervisory Board 8. Election of chairman, vice chairman and members of the Supervisory Board 9. The number of members of the Board of Directors 10. Election of the chairman, vice chairman and members of the Board of Directors The Shareholders’ Nomination Committee proposes to the Annual General Meeting that the following members of the Board of Directors be re-elected: Peter Fagernäs as chairman, Birgitta Kantola as vice chairman and Birgitta Johansson-Hedberg, Matti Lehti and Marianne Lie as members. The following are proposed for election as new members: Esko Aho, President of Sitra, the Finnish National Fund for Research and Development; and Christian Ramm-Schmidt, CEO of Baltic Beverages Holding AB. All candidates have given their consent to the tasks. 11. Election of Auditor On the recommendation of the Audit Committee, the Board of Directors proposes that the Annual General Meeting elect Deloitte & Touche Oy, chartered accountants, as the auditor. 12. Proposal to authorise the Board of Directors to decide to repurchase Fortum shares The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide to repurchase the company’s own shares by using funds available for distribution of profit. The authorisation is proposed to be valid for one year from the date of the decision of the Annual General Meeting. The proposal is the first step in a planned share repurchase programme targeting at repurchasing Fortum shares by using funds in the maximum amount of EUR 1000 million during the next three years. The shares will be repurchased in order to develop the capital structure of the company. The maximum amount of shares to be repurchased is 35 million shares. In addition, the amount of funds used for the repurchases may not exceed EUR 500 million. The proposed maximum amount of shares to be repurchased corresponds to approximately four per cent of the share capital of the company and the total voting rights. The shares will be repurchased through public trading of the securities on the Helsinki Stock Exchange at the market price of the shares at the time of the repurchase. The repurchases shall be carried out and settled according to the Rules of the Helsinki Stock Exchange and the Rules of the Finnish Central Securities Depository. Shares repurchased by the company shall be cancelled either by decreasing the share capital through a decision made by a General Meeting of Shareholders or without decreasing the share capital through a decision of the Board of Directors, provided that under the new Companies Act proposed to enter into force in September 2006 the Board of Directors is entitled to cancellation. The repurchase of the shares will reduce the company's distributable retained earnings. The repurchase will not have a material impact on the division of the ownership of the shares and the voting rights. 13. Proposal by the State of Finland to appoint a Nomination Committee The State of Finland represented by the Ministry of Trade and Industry, proposes that the Annual General Meeting resolve to appoint a Nomination Committee to prepare proposals concerning Board members and their emoluments for the following Annual General Meeting. The Nomination Committee would consist of the Chairman of the Board of Directors, acting as an expert member, and the representatives of the three main shareholders. The three shareholders whose share of the total votes of all the shares of the company is largest on the 1st day of November preceding the Annual General Meeting would have the right to appoint the members representing the shareholders. Should a shareholder not wish to use its right to nominate, this right would be passed on to the next biggest shareholder. The largest shareholders would be determined on the basis of the ownership information registered in the book-entry system. In the case of an owner required by the Securities Markets Act to report certain changes in ownership (flagging by shareholder required), ownership distributed among various funds, for example, would be counted as one holding, should the owner inform the Board in writing of this request no later than on 31 October 2006. The Nomination Committee would be convened by the Chairman of the Board of Directors, and the Committee would choose a chairman from among its own members. The Committee should give its proposal to the Board of Directors of the company at the latest by the 1st of February preceding the Annual General Meeting. 14. Proposal of shareholder George Jauhiainen to dissolve the Supervisory Board Documents The financial statements release of the company and the proposal mentioned above in section 12 will be available to shareholders on Fortum’s website (www.fortum.com/agm). The financial statements and other documents mentioned above can also be seen at the company's head office at Keilaniementie 1, 02150 Espoo, starting on 9 March 2006. Copies of the documents are available to shareholders on request (please send e-mail to keilaniemi.postitus@fortum.com or telephone +358 (0) 10 452 4454). They are also available at the Annual General Meeting. Right to attend the Annual General Meeting Shareholders who are registered on 6 March 2006 in the register of shareholders of the company, maintained by the Finnish Central Securities Depository Ltd, are entitled to attend the Annual General Meeting. Shareholders who hold their shares under the name of a nominee can be temporarily registered in the register of shareholders of the company on 6 March 2006 to allow attendance at the Annual General Meeting. Shareholders wishing to attend the Annual General Meeting must notify the company of their attendance by 4.00 pm (Finnish time) on 13 March 2006 at the latest either: - at the Fortum website at www.fortum.com/agm - by phone on +358 (0) 10 452 9460 - by fax on +358 (0) 10 262 2727 - by letter to Fortum Oyj, Rita Lagerstedt, P.O. Box 1, 00048 FORTUM, Finland. Notifications must arrive by 4.00 pm (Finnish time) on 13 March 2006 at the latest. Powers of attorney Any powers of attorney should be delivered with notifications so that they also arrive by 4.00 pm (Finnish time) on 13 March 2006 at the latest. Espoo, 2 February 2006 Fortum Corporation Board of Directors Distribution: Helsinki Stock Exchange Key media

About Us

Fortum’s purpose is to create energy that improves life for present and future generations. Catering to the versatile needs of our customers, we generate, distribute and sell electricity and heat, and offer related expert services. Our operations focus on the Nordic and Baltic countries, Russia and Poland. In 2013, Fortum’s sales totalled EUR 6.1 billion and comparable operating profit was EUR 1.6 billion. We employ approximately 8,800 people. Fortum’s shares are traded on the NASDAQ OMX Helsinki. www.fortum.com

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