SEPARATION AND LISTING OF NESTE OIL CORPORATION
Fortum Corporation STOCK EXCHANGE RELEASE
10 March 2005 1 (2)
SEPARATION AND LISTING OF NESTE OIL CORPORATION
At the Annual General Meeting of Fortum Corporation on 31 March 2005, the Board
of Directors of Fortum Corporation will propose a dividend distribution to its
shareholders of 217,963,549 Neste Oil Corporation shares (approximately 85
percent of the shares outstanding), such that for each four (4) shares in Fortum
Corporation each shareholder will be entitled to receive one (1) Neste Oil
Corporation share.
Furthermore, Fortum Corporation is planning for the sale, subject to market
conditions, of the remaining 38,440,137 Neste Oil Corporation shares
(approximately 15 percent of the shares outstanding) in connection with the
listing of the Neste Oil Corporation shares on the Helsinki Stock Exchange, to
retail investors in Finland and to institutional investors in Finland and abroad.
The total number of Neste Oil Corporation shares outstanding at the time of the
listing will be 256,403,686.
After these transactions the State of Finland will own approximately 50.1 percent
of Neste Oil Corporation shares.
The dividend distribution is conditional upon the acceptance of Neste Oil
Corporation shares for trading on the Main List of the Helsinki Stock Exchange.
Fortum Corporation shall be liable for any transfer tax levied on the
distribution of the dividend.
The Fortum Corporation share will go ex-dividend on 1 April 2005. The share
dividend will be paid to those shareholders of Fortum Corporation who, on the
record date for 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.
Additionally and in connection with the proposed dividend distribution, at the
Annual General Meeting of Fortum Corporation on 31 March 2005, the Board of
Directors of Fortum Corporation will propose changes to articles 2 and 9 of the
Articles of Association. The main content of the amendments is the following:
- It is proposed to delete the following from the article pertaining to the
company's field of activity (2 §): the production, procurement, transmission,
distribution and sale of oil as well as carrying out activities in the oil and
chemical industries and trade and merchant shipping.
- The provision stating that the Board of Directors may decide on the sale of the
shares of the company, established through the demerger of Fortum Oil and Gas Oy
and engaged in the oil business, only if so authorised in advance by the Annual
General Meeting, is deleted from the article pertaining to the duties of the
Board of Directors (9 §).
The amendment of articles 2 and 9 of the Articles of Association shall become
valid and can be implemented only if the distribution of Neste Oil Corporation
shares as a dividend, as described above, is fulfilled according to the proposal
of the Board of Directors.
The Board of Directors of Fortum Corporation will also be proposing certain
amendments to the Articles of Association which are not connected with the
dividend distribution and which will be outlined in the Notice of the Annual
General Meeting of Shareholders to be published on 11 March 2005.
The Annual General Meeting of Fortum Corporation will be held on 31 March 2005 at
11.00 am, at Finlandia Hall, Mannerheimintie 13e, Helsinki. Notice of the Annual
General Meeting of Shareholders will be published on 11 March 2005.
Fortum Corporation
Carola Teir-Lehtinen
Senior Vice President, Corporate Communications
Distribution:
Helsinki Stock Exchange
Key media
For further information please contact
Juha Laaksonen, CFO, tel. +358 10 452 4519
