Notice of the Annual General Meeting of shareholders and Board of Director's proposals

- Fortum's Annual General Meeting will be held on 28 March 2007
- The Board of Directors proposes that a dividend of EUR 1.26 per share be paid
- The Board of Directors proposes that the current Articles of Association be amended
- The Board of Directors proposes that it is authorised to decide to repurchase the company's own shares

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders of Fortum Corporation are invited to the Annual General Meeting to be held on Wednesday, 28 March 2007, at 3:00 pm at Cable Factory’s Merikaapelihalli, address: Tammasaarenlaituri, Entrance J, 00180 Helsinki. Registration of shareholders who have notified the company of their attendance will begin at 2:00 pm. 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 Paragraph 18 of the Articles of Association and Section 3 of Chapter 5 of the Companies Act as well as the other following matters will be on the agenda of the Annual General Meeting:

1. Adoption of the financial statements and the consolidated financial statements

2. Distribution of profit

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.26 per share be paid based on the adopted balance sheet for the financial year that ended on 31 December 2006. Of this total dividend, EUR 0.73 per share is in accordance with the Group's dividend policy and EUR 0.53 per share is additional dividend proposed in order to steer Fortum's capital structure towards the agreed target. 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, 2 April 2007. The dividend will be paid on 11 April 2007.

3. Discharge from liability for the Supervisory Board, the Board of Directors and the Managing Director

4. Remuneration for the members of the Supervisory Board and the Board of Directors as well as the Auditor

The Shareholders’ Nomination Committee proposes to the Annual General Meeting that the Board of Directors receive the following remuneration: for the chairman, EUR 55,000 per year; for the deputy 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. For Board members living outside Finland in Europe the fee for each meeting is proposed to be doubled.

5. The number of the members of the Supervisory Board and election of chairman, deputy chairman and members of the Supervisory Board

6. The number of the members of the Board of Directors and election of chairman, deputy chairman and members of the Board of Directors
The Shareholders’ Nomination Committee proposes to the Annual General Meeting that the chairman Peter Fagernäs, deputy chairman Birgitta Kantola and members Esko Aho, Birgitta Johansson-Hedberg, Matti Lehti, Marianne Lie and Christian Ramm-Schmidt be re-elected.

7. 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.

8. Proposal of the Board of Directors to amend or delete Paragraphs 3, 4, 9, 11, 18 and 19-32 of the Articles of Association

The Board of Directors proposes that the current Articles of Association be amended to correspond with the provisions of the new Companies Act that came into force on 1 September 2006 as follows:

The minimum and maximum capital requirements in Paragraph 3, sub-section 1 of the Articles of Association shall be deleted.

Paragraph 4 of the Articles of Association shall be amended so that the company's shares belong to the book-entry system in accordance with the provisions of the Finnish Act on Book-Entry System and other sections in the paragraph shall be deleted.

Paragraphs 9 and 11 of the Articles of Association shall be amended so that the term "representing the company" adopted under the new Finnish Companies Act shall be used.

Paragraph 18, sub-section 1, point 1 of the Articles of Association shall be amended so that at the Annual General Meeting of Shareholders the financial statements, which include consolidated financial statements, and the operating and financial review shall be presented. Points 4 and 5 of sub-section 1 of the same paragraph shall be amended so that at the Annual General Meeting of Shareholders the adoption of the financial statements and consolidated financial statements and the use of the profit shown in the balance sheet shall be decided on.

Paragraphs 19-32 of the Articles of the Association relating to redemption of shares shall be deleted.

9. Proposal of the Board of Directors to authorise the Board of Directors to decide to repurchase the company's own shares

The Board of Directors proposes that the Board of Directors be authorised to decide to repurchase the company’s own shares by using non-restricted equity. The authorisation is proposed to be valid until the next Annual General Meeting.

The shares will be repurchased in order to steer Fortum's capital structure towards the agreed target.

The maximum amount of shares to be repurchased is 20 million shares. In addition, the amount of funds used for the repurchases may not exceed EUR 300 million.

The shares will be repurchased through public trading of the securities on the Helsinki Stock Exchange, which means that they will not be purchased in proportion to the holdings of the shareholders. The repurchase price of the shares will be based on the public trading price of Fortum shares.

Shares repurchased by the company shall be cancelled by a separate decision of the Board of Directors.

10. 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 remuneration for the following Annual General Meeting. The Nomination Committee will 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 of November preceding the Annual General Meeting will have the right to appoint the members representing the shareholders. Should a shareholder not wish to use its right to nominate, this right will be passed on to the next biggest shareholder. The largest shareholders will be determined on the basis of the ownership information registered in the book-entry system. In case an owner is required under the Securities Markets Act to report certain changes in ownership (when flagging by shareholder is required), for example when the ownership is distributed among various funds, the ownership will be counted as one holding, if the owner informs the Board in writing of this request no later than on 31 October 2007.

The Nomination Committee will be convened by the Chairman of the Board of Directors, and the Committee will choose a chairman from among its own members.

The Committee shall give its proposal to the Board of Directors of the company at the latest by the 1st of February preceding the Annual General Meeting.

11. Proposal of shareholder George Jauhiainen to dissolve the Supervisory Board

Availability of documents

The annual report of Fortum including the financial statements and the proposals mentioned above in sections 8 and 9 will be available to shareholders on Fortum's website (www.fortum.com/agm) from 13 March 2007 and will be sent to shareholders on request (please send e-mail to keilaniemi.postitus@fortum.com or telephone +358 (0) 10 45 29151 between 10:00 am - 2:00 pm (Finnish time) on business days). They are also available at the Annual General Meeting.

Right to attend the Annual General Meeting

Shareholders who are registered on 16 March 2007 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 16 March 2007 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 21 March 2007 at the latest. The notifications will be accepted starting from 1 March 2007. You may notify your attendance

- 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 Corporation, Corporate Legal Affairs/ AGM, P.O. Box 1, 00048 FORTUM, Finland.

Notifications must arrive by 4:00 pm (Finnish time) on 21 March 2007 at the latest.

Powers of attorney

Any powers of attorney should be delivered so that they arrive by 4:00 pm (Finnish time) on 21 March 2007 at the latest.

Instructions and information to the participants

Cable Factory can be reached by the underground (Ruoholahti station), by tram number 8 and by several Espoo and Helsinki bus lines going via Ruoholahti. Shareholders arriving by car are advised to leave their cars in Ruoholahti shopping centre’s EuroPark parking hall, where more detailed guidance will be available. Tickets for paying the parking fee will be available from the guides.

Transportation from Ruoholahti shopping centre to Cable Factory will be organised from 1:45 pm.

Separate invitations shall not be sent to the shareholders.

In Espoo, on 27 February 2007

Fortum Corporation
The Board of Directors


APPENDIX 1:

THE BOARD OF DIRECTORS PROPOSES TO THE ANNUAL GENERAL MEETING AN AMENDMENT OF THE ARTICLES OF ASSOCIATION

The Board of Directors of Fortum Corporation proposes to the Annual General Meeting of Shareholders to be held on 28 March 2007 that the Annual General Meeting would resolve to amend the company’s present Articles of Association as follows:

1. The minimum and maximum capital requirements in Paragraph 3, sub-section 1 of the Articles of Association shall be deleted.

2. Paragraph 4 of the Articles of Association shall be amended so that the company's shares belong to the book-entry system in accordance with the provisions of the Finnish Act on Book-Entry System. Other sections in the paragraph shall be deleted.

3. Paragraphs 9 and 11 of the Articles of Association shall be amended so that instead of signing for the company the term "representing the company" adopted under the new Finnish Companies Act shall be used.

4. Paragraph 18, sub-section 1, point 1 of the Articles of Association shall be amended so that at the Annual General Meeting of Shareholders the financial statements, which include consolidated financial statements and the Operating and Financial Review, shall be presented; and points 4 and 5 so that at the Annual General Meeting of Shareholders the adoption of the financial statements and consolidated financial statements as well as the use of the profit shown in the balance sheet shall be decided on.

5. Paragraphs 19-32 of the Articles of the Association relating to redemption of shares are proposed to be deleted since the Finnish Securities Markets Act includes a corresponding mandatory provision.

APPENDIX 2:

PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE TO REPURCHASE THE COMPANY'S OWN SHARES

The Board of Directors of Fortum Corporation proposes that the Annual General Meeting of Shareholders on 28 March 2007 authorise the Board of Directors to decide to repurchase the company’s own shares by using non-restricted equity. The authorisation is proposed to be valid until the next Annual General Meeting.

The shares will be repurchased in order to steer Fortum's capital structure towards the agreed target.

The maximum amount of shares to be repurchased is 20 million shares. In addition, the amount of funds used for the repurchases may not exceed EUR 300 million.

The shares will be repurchased through public trading of the securities on the Helsinki Stock Exchange, which means that they will not be purchased in proportion to the holdings of the shareholders. The repurchase price of the shares will be based on the public trading price of Fortum shares. The repurchases shall be carried out and settled according to the Rules of the Helsinki Stock Exchange and any other applicable rules.

Shares repurchased by the company shall be cancelled by a separate decision of the Board of Directors.

The repurchase will not have a material impact on the division of the ownership of the shares and the voting rights.


In Espoo on 27 February 2007

Fortum Corporation
The 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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