The Following Items Are on the Agenda of the Annual General Meeting

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, 31 March 2005 at 11.00 am, 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 9.45 am. The Annual General Meeting will be conducted in Finnish and interpreted simultaneously into Swedish and English.

The following items are on the agenda of the Annual General Meeting:

1. Matters to be resolved by the Annual General Meeting pursuant to Article 18 of the Articles of Association

Payment of dividend in cash

The Board of Directors proposes to the Annual General Meeting that, in addition to the distribution of shares as a dividend (as proposed below in section 2), a dividend in cash of EUR 0.58 per share be paid for the financial year ending 31 December 2004. The dividend will be paid to those shareholders 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 dividend payment date is 15 April 2005, with the dividend paid in cash entered on the shareholders’ accounts on 18 April 2005.

Composition of the Board of Directors

The shareholders’ Nomination Committee, appointed at the Annual General Meeting on 25 March 2004, proposes to the Annual General Meeting that among the present board members Peter Fagernäs be re-elected as Chairman, Birgitta Kantola as Vice Chairman and Birgitta Johansson-Hedberg, Lasse Kurkilahti and Erkki Virtanen as members, and Matti Lehti, President of TietoEnator Corporation, and Marianne Lie, Director General of the Norwegian Shipowners’ Association, be elected as new members. All the candidates have given their consent to the task.

The Nomination Committee proposes that the emoluments for the Board of Directors are the following: for the Chairman, EUR 55,000 annually; for the Vice Chairman, EUR 42,000 annually; and for members, EUR 30,000 annually. The Committee also proposes a fee of EUR 500 per meeting, which will also be paid for attending meetings of the Board’s Committees.

Auditors

On the recommendation of the Audit Committee, the Board of Directors proposes that the current auditor of the company, PricewaterhouseCoopers Ltd, which is an audit firm certified by the Central Chamber of Commerce, be re-elected to act as the auditor. The term of office of the auditor expires at the end of the first Annual General Meeting following the election.

2. Proposal of the Board of Directors to distribute Neste Oil Corporation shares as a dividend

According to the view of the Board of Directors of Fortum Corporation, the business of Neste Oil Corporation carrying out oil business activities can be best improved by separating the company from the Fortum Group and seeking to list its shares on Helsinki Stock Exchange.

The separation is proposed to be implemented by the distribution of approximately 85 per cent of Neste Oil Corporation shares as a dividend, and by the sale of approximately 15 per cent of the shares to the public and to institutional investors in Finland and, with certain restrictions, abroad. After these measures the State of Finland would own 50.1 per cent of Neste Oil Corporation shares. This outcome is in line with the government proposal (HE 94/2003) on state ownership of shares in the company which carries out the oil business activity of Fortum, which was approved by the Finnish Parliament on 3 December 2003.

As a consequence of the above, the Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolves to distribute as a dividend altogether 217,963,549 Neste Oil Corporation shares so that each shareholder of Fortum Corporation receives as a dividend one (1) Neste Oil Corporation share for each four (4) Fortum Corporation shares, which have a par value of EUR 3.40 owned by the shareholder.

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.

A prerequisite for the payment of the dividend is that Neste Oil Corporation shares have been admitted for trading on the Helsinki Stock Exchange.

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, a corresponding proportion of the share’s value which is determined at the time of the offering of shares will be paid to the dividend receiver in cash. An amount corresponding to the fractions will be paid to the accounts of shareholders entitled to fractions on 18 April 2005. Fractions of shares will be combined into entire shares and they will be sold as a part of the sale of shares or immediately after Neste Oil Corporation shares have been admitted for trading on the Helsinki Stock Exchange.

To those shareholders who have not transferred their shares to the book-entry system, the dividend will be paid after their shares have been transferred to the book-entry system. The share dividend will be paid in cash to those shareholders whose shares have not been registered to the book-entry account on the record date.

Fortum Corporation shall be liable for any transfer tax levied on the distribution of the dividend.

As the payer of the dividend, Fortum Corporation is obliged to pay tax at source or withholding tax levied on the total amount of the share dividend and the dividend paid in cash. The tax will be deducted from the dividend paid in cash.

3. Proposal of the Board of Directors to amend Articles 2, 6, 8, 9, 11, 13 and 18 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 Supervisory Board consists of no less than six (6) members and of no more than twelve (12) members. A person who has reached the age of 68 years may not be elected to the Supervisory Board or to the Board of Directors. (6 § and 8 §).

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 right of the Chairman of the Board of Directors to sign alone for the company is deleted from the article pertaining to signing for the company (11 §).

The article pertaining to the auditors (13 §) is amended so that the company has one regular auditor, which shall be an audit firm certified by the Central Chamber of Commerce. The reference to an auditor’s age limit is deleted from the article. Sub-sections 7–12 of Article 18 are amended to correspond to the fact that the company has only one auditor.

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 mentioned above in section 2, is fulfilled according to the proposal of the Board of Directors.

4. Proposal of the Board of Directors to establish a foundation under the name of Fortumin Taidesäätiö and to donate its first capital

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

6. Proposal of the State of Finland to appoint the Nomination Committee

The State of Finland, represented by the Ministry of Trade and Industry, proposes that the Annual General Meeting resolves 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 date of 1 December preceding the Annual General Meeting would be entitled to appoint the members representing the shareholders. 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 for the members of Board of Directors of the company by 1 February at the latest preceding the Annual General Meeting.

Documents

The financial statements release of the company and the proposals mentioned above in sections 2-4 will be available to shareholders on Fortum’s website (www.fortum.com) from 15 March 2005 at the latest.

The financial statements and the other above-mentioned documents with their appendices are also to be seen from 22 March 2005 at the company’s head office, address Keilaniementie 1, 02150 Espoo. Copies of these documents can be sent on request to shareholders (telephone number +358 (0)10 452 9151 or by email [email protected]).

Right to attend the Annual General Meeting

Shareholders who are registered on 21 March 2005 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 21 March 2005 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 23 March 2005 at the latest either:

• by phone on +358 (0) 10 452 9460,

• by fax on +358 (0) 10 262 2727,

• by email to fortum.yhtiokokous@yhteyspalvelut.elisa.fi, or

• by letter to Rita Lagerstedt, Fortum Corporation, P.O. Box 1, FI-00048 FORTUM, Finland.

Notifications must arrive by 4.00 pm (Finnish time) on 23 March 2005 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 23 March 2005 at the latest.

Espoo, 10 March 2005

FORTUM CORPORATION Board of Directors

FORTUM CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING 31 MARCH 2005

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PROPOSAL OF THE BOARD OF DIRECTORS TO DISTRIBUTE NESTE OIL CORPORATION SHARES AS A DIVIDEND

A. Background

B. Proposal on distribution of dividend

A prerequisite for the payment of the dividend is that Neste Oil Corporation shares have been admitted for trading on the Helsinki Stock Exchange.

FORTUM CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING 31 MARCH 2005 2

Fortum Corporation shall be liable for any transfer tax levied on the distribution of the dividend.

Espoo, 10 March 2005

FORTUM CORPORATION Board of Directors

59016 ARTICLES OF ASSOCIATION OF FORTUM CORPORATION 1 (16) Draft 31 January 2005

PRESENT PROPOSAL FOR AMENDMENTS

I The company's trade name, domicile and field of activity

§ 1 The company's trade name is Fortum Oyj, in Swedish Fortum Abp and in English Fortum Corporation, and its domicile is Espoo, Finland.

§ 2 The company's field of activity is the § 2 The company's field of activity is the production, procurement, transmission, production, procurement, transmission, distribution and sale of electricity, heat, oil distribution and sale of electricity, heat, oil and gas, to carry out activities in the oil, and gas, to carry out activities in the oil, energy and chemical industries and trade, energy and chemical industry and trade, merchant shipping and technical planning, merchant shipping and technical planning, agency of real estate management, agency of real estate management, information, financing and insurance information, financing and insurance services, as well as business operations services, as well as business operations related to the above. The company may related to the above. The company may carry on the above-mentioned business carry on the above-mentioned business operations through subsidiary companies, operations through subsidiary companies, affiliate companies and joint ventures. affiliate companies and joint ventures.

II Share capital and shares

§ 3 The company's minimum capital is EUR 2,000,000,000 and its maximum capital is EUR 8,000,000,000, within which limits the share capital may be increased or decreased without amending the Articles of Association.

The par value of each share is EUR 3.40. Each share gives entitlement to one vote.

§ 4 The shares in the company belong to the book-entry system.

The right to receive funds distributed by the company and to subscribe for shares when the share capital is increased, is limited to those

1. who, on the record date, are entered as shareholders in the Register of Shareholders;

ARTICLES OF ASSOCIATION OF FORTUM CORPORATION 2 (16) Draft 31 January 2005

PRESENT PROPOSAL FOR AMENDMENTS

2. whose right to receive a remittance is on the record date entered both in the book- entry account of the shareholder entered in the Register of Shareholders and in the Register of Shareholders; or

3. if the share is nominee registered, the person on whose book-entry account the share is entered on the record date and the custodian of whose shares is entered on the record date in the Register of Shareholders as the custodian.

If the company's Board of Directors finds that a proportion of ownership filed for entry in the Register of Shareholders exceeds the limits for ownership in the manner stated in Article 19 hereinafter, voting with the shares in excess of the limit is not permissible at a General Meeting of Shareholders. By a decision of the Board of Directors, the exceeding shares will be entered in a list of shares with limited voting rights, until it emerges that the right of redemption defined in Article 30 is not used or until the Board of Directors finds that the consent of the other shareholders has been given. This list shall be kept in connection with the Register of Shareholders.

As long as a share is entered in the list of shares with limited voting rights, the company shall deposit dividends, which have fallen due on the shares entered in the list, for safekeeping with that County Government whose area of jurisdiction includes the city of Espoo.

III Administration of the company

§ 5 Company affairs are managed by a Supervisory Board, a Board of Directors and a President. One or more Deputy Presidents may also be appointed for the

ARTICLES OF ASSOCIATION OF FORTUM CORPORATION 3 (16) Draft 31 January 2005

PRESENT PROPOSAL FOR AMENDMENTS company, one of whom may be appointed as First Deputy President.

§ 6 The Supervisory Board consists of no § 6 The Supervisory Board consists of no less than ten (10) members and of no more less than six (6) members and of no more than twenty (20) members. than twelve (12) members.

The General Meeting of Shareholders The General Meeting of Shareholders elects the members of the Supervisory elects the members of the Supervisory Board, its Chairman and vice-Chairman. A Board, its Chairman and vice-Chairman. A person who has reached the age of 65 years person who has reached the age of 68 may not be elected as a member of the years may not be elected as a member of Supervisory Board. the Supervisory Board.

The regular term of office of Supervisory Board members is one year. The term of office begins and ends on the day of the Annual General Meeting of Shareholders.

The Supervisory Board constitutes a quorum when more than one-half of its members are present.

§ 7 The Supervisory Board shall:

- supervise the company’s administration by the Board of Directors and the President;

- give a statement to the Annual General Meeting of Shareholders concerning the annual accounts and the auditor's report;

- deal with proposals by the Board of Directors in matters concerning a substantial reduction or expansion of company operations or an essential change to the company's organisation.

The Supervisory Board may give instructions to the Board of Directors in matters which are far-reaching or important in principle.

§ 8 The Board of Directors consists of the Chairman, the vice-Chairman and no less

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PRESENT PROPOSAL FOR AMENDMENTS than three (3) and no more than five (5) members elected at the General Meeting of Shareholders.

The term of office of a member, the The term of office of a member, the Chairman and the vice-Chairman of the Chairman and the vice-Chairman of the Board of Directors expires at the end of the Board of Directors expires at the end of the first Annual General Meeting of first Annual General Meeting of Shareholders following the election. A Shareholders following the election. A person aged 65 or over may not be elected person aged 68 or over may not be elected to the Board of Directors. to the Board of Directors.

The Board of Directors meets when a meeting is convened by the Chairman or, if he/she is prevented from doing so, when convened by the vice-Chairman.

The Board of Directors constitutes a quorum when more than one-half of its members are present. The decision of the Board of Directors shall be the opinion supported by more than one-half of the members present or, if votes are equal, the opinion supported by the Chairman.

§ 9 The Board of Directors shall:

- attend to the administration of the company and to an appropriate organisation of its operations,

- represent the company in compliance with the stipulations of the law and the Articles of Association and with any current decisions by superior organs within the company,

- the Board of Directors may decide on the - the Board of Directors may decide on the sale of the shares of the company sale of the shares of the company established through the demerger of established through the demerger of Fortum Oil and Gas Oy and engaged in the Fortum Oil and Gas Oy and engaged in the oil business only if so authorised by the oil business only if so authorised by the General Meeting of Shareholders in General Meeting of Shareholders in advance, advance,

- attend to an appropriate organisation of

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PRESENT PROPOSAL FOR AMENDMENTS the supervision of accounting and financial management,

- decide matters concerning rights to sign for the company and powers of procuration,

§ 10 The function of the President is to manage company business operations in compliance with the Companies Act and with instructions given by the Board of Directors. The President is elected by the Board of Directors.

§ 11 The Chairman of the Board of § 11 The President signs separately for the Directors and the President sign for the company and two members of the Board of company, each one separately, and two Directors sign together for the company. members of the Board of Directors sign together for the company.

The Board of Directors may authorise other named persons to sign for the company, so that they sign two together or each one separately together with a member of the Board of Directors.

The Board of Directors decides matters concerning powers of procuration. Powers of procuration may be granted only in such a way that holders of procuration sign for the company two together or each one separately together with a member of the Board of Directors or together with a person authorised to sign for the company.

IV Annual accounts and audit

§ 12 The company's financial year is the calendar year.

§ 13 The company has no less than one and § 13 The company has one auditor, which no more than three regular auditors and no shall be an audit firm certified by the more than one deputy auditor, who shall all Central Chamber of Commerce. be auditors or auditing corporations approved by the Central Chamber of Commerce.

ARTICLES OF ASSOCIATION OF FORTUM CORPORATION 6 (16) Draft 31 January 2005

PRESENT PROPOSAL FOR AMENDMENTS The term of office of auditors expires at the The term of office of auditor expires at the end of the first Annual General Meeting of end of the first Annual General Meeting of Shareholders following the election. A Shareholders following the election. A person aged 65 or over may not be elected person aged 65 or over may not be elected auditor. auditor.

V General Meeting of Shareholders

§ 14 A notice convening the General Meeting of Shareholders is issued by the Board of Directors. The notice convening a General Meeting of Shareholders shall be delivered no more than two months and no less than seventeen days before the General Meeting of Shareholders by publishing the notice in two newspapers chosen by the Board of Directors.

§ 15 To be entitled to take part in the General Meeting of Shareholders, the shareholder shall report to the company by that day at the latest which is mentioned in the notice convening the meeting and which may be no more than ten days before the meeting. Since the shares of the company belong to the book-entry system, the provisions of the Companies Act concerning the right to take part in the General Meeting of Shareholders shall also be taken into account.

§ 16 If a shareholder wishes to bring up a matter for consideration by the General Meeting of Shareholders, he/she shall present the matter in writing to the Board of Directors in such good time that the matter can be included in the notice convening the meeting.

§ 17 General Meetings of Shareholders are held in Helsinki, Espoo or Vantaa.

The Annual General Meeting of Shareholders shall be held once a year in June at the latest.

ARTICLES OF ASSOCIATION OF FORTUM CORPORATION 7 (16) Draft 31 January 2005

PRESENT PROPOSAL FOR AMENDMENTS An Extraordinary General Meeting of Shareholders shall be held whenever the Board of Directors or the Supervisory Board finds cause for such a meeting or when the provisions of the law rule that such a meeting must be held.

§ 18 At the Annual General Meeting of Shareholders, the following shall be: presented: 1. the annual accounts together with the consolidated annual accounts comprising the income statement, the balance sheet and the annual report; 2. the auditor's report; 3. the statement by the Supervisory Board concerning the annual accounts and the auditor's report; decisions shall be taken regarding the following: 4. confirmation of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet; 5. any measures justified by the profit or loss shown by the confirmed balance sheet and, if a decision to distribute dividends is taken, on the timescale for such distribution; 6. formal approval of the actions of the members of the Supervisory Board and the Board of Directors and the actions of the President and his deputy, if any; 7. emoluments for the members of the 7. emoluments for the members of the Supervisory Board, the Board of Directors Supervisory Board, the Board of Directors and on remuneration for the auditors; and on remuneration for the auditor; 8. the number of members on the 8. the number of members on the Supervisory Board and the Board of Supervisory Board; Directors, and on the number of auditors; 9. the number of members on the Board of Directors; the following shall be elected: the following shall be elected: 9. the Chairman, vice-Chairman and 10. the Chairman, vice-Chairman and members of the Supervisory Board; members of the Supervisory Board; 10. the Chairman, vice-Chairman and 11. the Chairman, vice-Chairman and

ARTICLES OF ASSOCIATION OF FORTUM CORPORATION 8 (16) Draft 31 January 2005

PRESENT PROPOSAL FOR AMENDMENTS members of the Board of Directors; members of the Board of Directors;and 11. one or more auditors and one deputy 12. the auditor; and auditor, if required; and the following matters shall be dealt with: the following matters shall be dealt with:

12. any other matters mentioned separately 13. any other matters mentioned separately in the notice convening the meeting. in the notice convening the meeting.

VI Redemption of shares

§ 19 A shareholder, whose proportion of all shares in the company or of the number of votes yielded by the shares, either alone or together with other shareholders in the way defined hereinafter, reaches or exceeds 33 1/3 percent or 50 percent (a shareholder obliged to redeem) is obliged at the request of other shareholders (shareholders entitled to redemption) to redeem their shares and any securities entitling to these shares in the manner stipulated in this chapter.

§ 20 In calculating a shareholder's proportion of company shares and of the votes yielded by these, those shares are also included which belong:

1) to a corporate body which according to the Companies Act belongs to the same group of companies as the shareholder;

2) to an undertaking which in the drawing up of consolidated annual accounts in accordance with the Accounting Act is deemed to belong to the same group of companies as the shareholder;

3) to pension foundations or pension funds of the corporate bodies or undertakings defined above;

4) to any corporate body or undertaking, other than Finnish, which if it were Finnish would under the Accounting Act belong to the same group of companies as the

ARTICLES OF ASSOCIATION OF FORTUM CORPORATION 9 (16) Draft 31 January 2005

PRESENT PROPOSAL FOR AMENDMENTS shareholder;

5) to any corporate body or undertaking or private individual who, if a corresponding right of ownership belonged to a corporate body or undertaking holding shares in the foregoing, would belong to the same group of companies as the shareholder; and

6) to shareholders who are parties to any such agreement or other arrangement, the implementation of which would mean that the above-mentioned limits for proportions of shareholdings or votes are reached or exceeded.

If a redemption obligation arises from totalled shareholdings or votes, the shareholders obliged to redeem shall be jointly and severally liable for the implementation of the redemption with respect to the shareholders entitled to redemption.

§ 21 In the event that two shareholders reach or exceed the limit for ownership or votes resulting in the redemption obligation in such a manner that both are simultaneously obliged to redeem, a shareholder entitled to redemption may demand redemption of each one separately.

§ 22 The redemption price of shares is the highest one of the following:

1) the weighted mean rate of share trading rates over the last ten stock exchange days on the Helsinki Stock Exchange before the day on which the company received from the shareholder obliged to redeem a notification that the said limit for shareholding or votes had been reached or exceeded or, in the absence of such notification or if it fails to arrive within the prescribed time, before the day on which the company's Board of Directors came to

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PRESENT PROPOSAL FOR AMENDMENTS know about it otherwise, or if there is no trading, the last preceding trading rate;

2) the mean price of shares in the deals closed by mediation of the Helsinki Stock Exchange over the last 12 months before the day defined above in item 1);

3) that highest single price which the shareholder obliged to redeem has paid for a share he/she has purchased or acquired otherwise for a consideration over the last 12 months before the day defined above in item 1);

4) if the shareholder obliged to redeem fails within the stipulated time to give the notification mentioned in Article 23, that highest single price which the shareholder obliged to redeem has paid for a share he/she has purchased or acquired otherwise for a consideration within a period of time calculated as having begun 12 months before the arising of the redemption obligation and as having ended on the day defined above in item 1).

If an acquisition affecting the mean price is denominated any other currency than Euro, its corresponding value in Euro shall be calculated in accordance with the average rate confirmed by the European Central Bank for the currency in question seven days before the day when the Board of Directors notifies the shareholders about the possibility to redeem shares or, if there is no such rate, the nearest corresponding rate chosen by the Board of Directors.

What was said above about setting the redemption price of shares shall in applicable parts also apply to other securities coming up for redemption, such as subscription rights independent of shares, convertible bonds, bonds with warrants, warrants and capital loans, in so

ARTICLES OF ASSOCIATION OF FORTUM CORPORATION 11 (16) Draft 31 January 2005

PRESENT PROPOSAL FOR AMENDMENTS far as a right to subscribe for shares is associated with them. Should such a security lack a stock price as referred to in this Article, the price of redemption shall be calculated as though the right of subscription going with the security had arisen at the moment when the redemption obligation arose. If a right of subscription going with a security is determined by the stock rate, the price referred to above in item 2) of paragraph 2 shall be used.

§ 23 A shareholder obliged to redeem shall within seven days of the arising of the redemption obligation notify the company's Board of Directors thereof in writing at the company's address. The notification shall state the number of shares held by the shareholder obliged to redeem and the number and prices of shares he/she has purchased or obtained otherwise over the last 12 months. An address where the shareholder obliged to redeem can be reached shall be appended to the notification.

§ 24 The Board of Directors shall notify the shareholders of the arising of the redemption obligation within three weeks of the reception of the above-mentioned notification or, if there is no such notification or it fails to arrive within the stipulated time, after it learnt otherwise about the arising of the redemption obligation. The notification shall state when the redemption obligation arose and on what grounds the price of redemption is determined, in so far as these facts are known to the Board of Directors, and it shall state the date by which demands for redemption must be presented. The notification to the shareholders must be given in compliance with the provisions in Article 14 of the Articles of Association concerning delivery of a notice convening a meeting.

ARTICLES OF ASSOCIATION OF FORTUM CORPORATION 12 (16) Draft 31 January 2005

PRESENT PROPOSAL FOR AMENDMENTS

§ 25 A shareholder entitled to redemption shall in the manner determined by the Board of Directors demand redemption in writing within three weeks of the publication of the notification by the Board of Directors concerning the redemption obligation. The demand for redemption, which is delivered to the company, shall state how many shares and securities the demand concerns. A shareholder demanding redemption shall at the same time provide the company with share certificates, if such exist, or with any other documents giving the right to the shares for transfer against the redemption price to the shareholders obliged to redeem. However, if the shares are collateral for a debt or some other commitment, the shareholder demanding redemption must present the creditor's consent that the shares will be released against payment of the redemption price.

The shareholder shall make known at the same time whether he/she wishes to use his/her right mentioned hereinafter in Article 30 to redeem the shares in case the shareholder obliged to redeem has failed to meet his/her redemption obligation. This shareholder's right of redemption belongs to every shareholder even if he/she has not demanded redemption of the shares and even if the shareholder obliged to redeem has failed only partly to meet his/her obligation. However, the redemption obligation mentioned in paragraph 1 of this Article and the right of redemption mentioned in paragraph 2 do not exist, if before the presentation of the demand for redemption the number of shares held by the shareholder obliged to redeem has decreased below that ownership limit defined in Article 19 which results in a redemption obligation.

ARTICLES OF ASSOCIATION OF FORTUM CORPORATION 13 (16) Draft 31 January 2005

PRESENT PROPOSAL FOR AMENDMENTS § 26 In the event that no demand is presented within the stipulated time in the manner defined above, the shareholder's right to demand redemption shall cease as regards the redemption situation in question. A shareholder entitled to redemption has the right to withdraw his/her demand as long as no redemption has taken place.

§ 27 The Board of Directors shall notify the shareholders in the event that in consequence of a redemption as defined in this Chapter a shareholder obliged to redeem holds such a proportion of all shares in the company or of the number of votes yielded by the shares which reaches or exceeds 50 percent, whereby the period of time for presentation of the demand for redemption as defined in Article 25 shall be extended by two weeks.

Should the period of time mentioned in Articles 23-28 end on a day other than a banking day, it shall continue till the end of the following banking day.

§ 28 Upon expiry of the prescribed time reserved for shareholders entitled to redemption, the Board of Directors shall notify the shareholder obliged to redeem of any presented demands for redemption. Within two weeks of receiving the notification of the demands for redemption, the shareholder obliged to redeem shall pay the redemption price in the manner determined by the Board of Directors against transfer of the shares or securities giving the right to the shares or, if the shares to be redeemed are entered on the book-entry accounts of the concerned shareholders, against a receipt issued by the company. In this latter case the Board of Directors shall make sure that the redeemer is entered forthwith in the book-entry account as the owner of the shares.

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PRESENT PROPOSAL FOR AMENDMENTS

§ 29 On a redemption price not paid within the stipulated time a penalty interest of 20 percent a year shall be calculated from the day when the redemption ought to have taken place at the latest. Should a shareholder obliged to redeem fail to comply with the above provisions concerning the obligation to notify, the penalty interest shall be calculated from the day by which the obligation to notify ought to have been fulfilled.

§ 30 If a shareholder obliged to redeem fails to pay the redemption price within the period of time mentioned in Article 28, and even after a request by the Board of Directors fails to pay the redemption price by the given date, all other shareholders of the company have the right to redeem such a number of the shares of the shareholder obliged to redeem which resulted in the reaching or exceeding of the ownership limit defined above in Article 19. Article 25 above contains provisions concerning the use of the right of redemption mentioned herein.

The redemption price of shares in a redemption as defined in this Article is the lowest redemption price of those mentioned in items 1) - 4) of Article 22 or lower than this, that is, the lowest price in deals confirmed by mediation of the Helsinki Stock Exchange after the determination of the first-mentioned prices but before the expiry of the prescribed time included in the request mentioned in Article 30.

If several shareholders entitled to redemption under this Article wish to use their right of redemption, the shares subject to redemption shall be divided by the Board of Directors between those interested in proportion to their respective

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PRESENT PROPOSAL FOR AMENDMENTS shareholdings. If such a division of shares is not even or if in the Board's opinion the value of shares to be redeemed is insignificant compared with the costs of execution of the redemption, any remaining shares or such other shares shall be divided by lot between the shareholders wishing to redeem.

The redemption price according to this Article shall be paid in the manner determined by the Board of Directors within three weeks of the determination of the redemption price against transfer of the shares or securities giving the right to the shares or, if the shares to be redeemed are entered on book-entry accounts of the shareholders concerned, against a receipt issued by the company. In this case the Board of Directors shall make sure that the redeemer is entered forthwith in the book- entry account as the owner of the shares.

When the redemption price has been paid to the company's Board of Directors, the Board of Directors shall deposit it for safekeeping with that County Government whose area of jurisdiction includes the city of Helsinki, until any disputes between the shareholder obliged to redeem and the shareholder who presented the demand for redemption are finally settled and the proper division of the money has been settled. However, the above provisions do not limit the right of a holder of a pledged share to collect the redemption price.

§ 31 The redemption obligation defined in this Chapter does not apply to a shareholder who can verify that the limit for ownership or votes resulting in the redemption obligation was reached or exceeded before this provision in the Articles of Association was entered in the Trade Register, nor to a shareholder who has reached or exceeded the limit for

ARTICLES OF ASSOCIATION OF FORTUM CORPORATION 16 (16) Draft 31 January 2005

PRESENT PROPOSAL FOR AMENDMENTS ownership or votes resulting in the redemption obligation by acquiring new shares directly from the company when the company increased its share capital through a rights issue, wherein the shareholder's priority right to subscribe for new shares was waived.

§ 32 Any disagreements concerning the above redemption obligation, the related right to demand redemption and the amount of the redemption price shall be decided by arbitration procedure in the company's domicile in compliance with the provisions of the Arbitration Proceedings Act. The Central Chamber of Commerce shall elect the necessary number of arbitrators and appoint a Chairman for the arbitrators.

VII Special provisions

§ 33 In other respects the provisions of the Companies Act in force at each time shall be complied with.

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FORTUM CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING 31 MARCH 2005

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PROPOSAL OF THE BOARD OF DIRECTORS TO PARTIAL AMENDMENT OF THE ARTICLES OF ASSOCIATION

The Board of Directors proposes that the Annual General Meeting resolve to amend articles 2, 6, 8, 9, 11, 13 and 18 of the Articles of Association. The main content of the amendments is the following:

The right of the Chairman of the Board of Directors to sign alone for the company is deleted from the article pertaining to signing for the company (11 §).

The amendment of the articles 2 and 9 of the Articles of Association shall become finally valid and can be implemented only if the distribution of Fortum Oil Corporation shares as a dividend, as mentioned in section 2 in the Notice of the Annual General Meeting, is fulfilled according to the proposal of the Board of Directors.

Espoo, 10 March 2005

FORTUM CORPORATION Board of Directors

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