Fortum Oyj — M&A Activity 2018

Jun 26, 2018

Fortum closes Public Takeover Offer on Uniper

Fortum closes Public Takeover Offer on Uniper

FORTUM CORPORATION STOCK EXCHANGE RELEASE 26 JUNE 2018 AT 13.35 EEST

Fortum has today settled its voluntary Public Takeover Offer (PTO) for the
outstanding shares of Uniper SE. In the PTO, Fortum acquired altogether
172,439,375 shares. This corresponds to 47.12% (E.ON's stake 46.65%) of the
share capital and the voting rights of Uniper SE.

“We are very pleased to have closed the transaction and to have become Uniper’s
largest shareholder. The investment delivers on Fortum's vision and strategy as
well as our investment criteria. Uniper’s businesses are well aligned with
Fortum's core competencies, are close to our home markets and are highly cash
generative. Now it is time to reset the relationship between Uniper and Fortum
as its largest shareholder in the interest of both companies,” says Pekka
Lundmark, President and CEO of Fortum.

Shareholders who tendered their shares to Fortum’s PTO are receiving a payment
of EUR 21.31 per share. Shareholders also benefitted from Uniper’s dividend that
was paid following the Annual General Meeting in early June. Fortum paid a total
consideration of EUR 3.7 billion for all shares tendered. The total
consideration was financed with existing cash resources of EUR 1.95 billion and
bridge loan financing from committed credit facilities of EUR 1.75 billion.

Fortum expects the investment to deliver an attractive return that will support
Fortum in accelerating the development and implementation of sustainable energy
technologies, without sacrificing a competitive dividend.

Together with the shares acquired in the PTO, Fortum has as of Monday 25 June
2018, acquired 47.35% of Uniper shares. This includes shares purchased since the
end of the acceptance period of the PTO on 2 February 2018. Fortum is allowed to
purchase additional shares up to the 50% limitation of the Russian regulatory
approval received, and may do so in order to further secure its voting position
in any future Uniper General Meeting.

Accounting and reporting of Uniper shares from the second quarter 2018 onwards

As from 30 June 2018, Fortum will consolidate Uniper as an associated company.
The total acquisition cost including direct costs relating to the acquisition
will be reported in the 'Participations in associated companies and joint
ventures'. The purchase price allocation will be completed within the one-year
window based on IFRS.

As Uniper publishes its interim reports later than Fortum, Uniper's share of
results will be accounted for with a time-lag of one quarter. Fortum’s third
quarter interim report 2018 will not include any share of results from Uniper.
Fortum’s fourth quarter interim report 2018 will include Fortum’s share of
Uniper's third quarter results.

Fortum Corporation

Ingela Ulfves
Vice President, Investor Relations and Financial Communications

Further information

Investors and analysts:
Ingela Ulfves, VP, IR and Financial Communications tel. +358 40 515 1531
Måns Holmberg, Manager, IR and Financial Communications tel. +358 44 518 1518
Rauno Tiihonen, Manager, Investor Relations, tel. +358 10 453 6150

Media:

Pauliina Vuosio, VP, Communications, Project Office tel. +358 50 453 2383
Christian Weyand, Brunswick Group, tel. +49 172 617 1677

Distribution

Nasdaq Helsinki
Key media
www.fortum.com
Fortum

Fortum is a leading clean-energy company that provides its customers with
electricity, heating and cooling as well as smart solutions to improve resource
efficiency. We want to engage our customers and society to join the change for a
cleaner world. We employ some 9,000 professionals in the Nordic and Baltic
countries, Russia, Poland and India. In 2017, our sales were EUR 4.5 billion and
61% of our electricity generation was CO2 free. Fortum's share is listed on
Nasdaq Helsinki. www.fortum.com

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