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Financial statements and operating and financial review 2021


Fortum Oyj
Business ID: 1463611-4

Financial statements and operating and financial review 2021

OPERATING AND FINANCIAL REVIEW

2

Financial performance and position

2

Sustainability

25

Risk management

32

Fortum share and shareholders

41

FINANCIAL STATEMENTS

44

Consolidated financial statements

44

Consolidated income statement

44

Consolidated statement of comprehensive income

45

Consolidated balance sheet

46

Consolidated statement of changes in total equity

47

Consolidated cash flow statement

49

Notes to the consolidated financial statements

51

51

54

55

58

65

66

73

75

75

76

80

12
Income tax expense

81



83

84

88

91

92

94

19
Impairment testing

99

100

100

100

101

102

102

103

103

107

109

112

114

117

117

118

119

120

121

122

123

124



Key figures

128

Financial key figures

128

Share key figures

129

Segment key figures

130

Definitions and reconciliations of key figures

132

Parent company financial statements

138

Income statement

138

Balance sheet

138

Cash flow statement

139

Notes

140

Signatures for the operating and financial review and financial statements

147

Auditor’s report

148

Auditor’s assurance report of ESEF financial statements

153

1

Financial performance and position

Outstanding performance under extraordinary and volatile market conditions

Key figures

EUR million

2021

2020

2019

  Change
21/20

Reported

IS Sales

112,400

49,015

5,447

129%

IS Operating Profit

-588

1,599

1,118

-137%

- of sales %

-0.5

3.3

20.5

IS Share of profit of associates and joint ventures 1)

192

656

744

-71%

IS Profit before income tax

-289

2,199

1,728

-113%

- of sales %

-0.3

4.5

31.7

IS Net profit

-114

1,855

N/A

-106%

IS Net profit (after non-controlling interests)

739

1,823

N/A

-59%

IS Earnings per share, EUR

0.83

2.05

1.67

-60%

CF Net cash from operating activities

4,970

2,555

1,575

95%

EUR million

2021

2020

2019

  Change
21/20

Comparable

EBITDA 1)

3,817

2,434

1,766

57%

IS Operating profit

2,536

1,344

1,191

89%

Share of profit of associates and joint ventures 1)

154

656

N/A

-77%

Net profit (after non-controlling interests) 2)

1,778

1,483

N/A

20%

Earnings per share, EUR 2)

2.00

1.67

N/A

20%

EUR million

2021

2020

2019

  Change
21/20

Shareholders’ equity per share, EUR

13.66

14.58

14.61

-6%

Financial net debt (at end of period) 3)

789

7,023

4,833

-89%

Adjusted net debt (at end of period) 3)

3,227

9,784

4,978

-67%

Financial net debt/comparable EBITDA 1) 3)

0.2

2.9

N/A

-93%

Return on shareholders' equity, %

-0.8

12.9

11.9

Equity-to-assets ratio, %

9

27

57

1)Comparable EBITDA is defined as an alternative performance measure and used as a component in the capital structure target 'Financial net debt-to-Comparable EBITDA'. In 2020 Comparable EBITDA includes contribution from Uniper for the period of 1 April to 31 December 2020 since Uniper was consolidated as a subsidiary from 31 March 2020. Until 31 of March 2020 Uniper's contribution to the income statement was recognised in the Share of profit/loss of associates and joint ventures. Comparable share of profit/loss of associates and joint ventures for 2020 has been recalculated following the introduction of comparable net profit APM in 2021.

2)In 2021, Fortum introduced two new performance measures: comparable net profit and comparable earnings per share.

3)Following the consolidation of Uniper, Fortum has updated its definition of net debt and uses financial net debt and adjusted net debt.

See } Definitions and reconciliations of key figures.

2

2021 was in many ways an extraordinary year in the energy business. We have experienced a rare combination of circumstances leading to unprecedented developments in the commodity market. During these turbulent times Fortum Group held course. We successfully continued the implementation of our strategy with active portfolio rotation and accelerated decarbonisation, and produced another great set of operative results.

After the drop in 2020, energy consumption in our market areas increased as economies recovered, and societies learned to cope with the Covid-19 pandemic. Market conditions were characterised by colder weather during the first half of the year, below normal European wind and Nordic hydro conditions as well as increasing EU emission allowance prices. It was gas that was in the driver’s seat for the energy commodities. Lower-than-average gas storage levels coupled with tight LNG and pipeline supplies caused unprecedented volatility and a price rally in the second half of the year in Europe.

The higher power and gas prices have clearly impacted both our business and results in many ways. Both our Uniper and Generation segments significantly contributed to the Group’s comparable operating profit, which increased by 89%. Uniper’s gas business benefitted from the extraordinary market developments with volatile and rising prices despite additional liquidity requirements while the Generation segment significantly gained from the higher power prices supported by successful physical and financial optimisation. In the fourth quarter, the segment’s achieved power price reached its highest quarterly level since 2009. Record-high nuclear and higher hydro volumes also contributed to the upsurge. The results of our Russia segment were supported by sales gains and higher power prices. Our City Solutions segment also produced a sound result improvement especially in power and heat sales year-on-year. Whilst large parts of the business benefitted from these developments, Consumer Solutions suffered from high electricity purchase costs due to the very high power prices in the fourth quarter and the intensifying competition in the Nordic market.

The extremely volatile commodity markets with record-high gas prices in December also caused a sharp increase in the margining requirements of Uniper’s trading business. At the beginning of 2022, Uniper took precautionary financing measures including credit arrangements from Fortum and the German state-owned KfW Bank to ensure liquidity and financial flexibility, and to manage any further market volatility. These efforts were positively noted as S&P Global Ratings rating agency in January 2022 affirmed Fortum’s and Uniper’s long-term ratings of BBB with a stable outlook.

In this turbulent operating environment, we have kept our strategic priorities clear. Our goals for 2021 were to strengthen the balance sheet, to further decarbonise our portfolio and to drive profitable growth while balancing it with our dividend and financial position.

Actions taken during the year included the divestments of mainly district heating assets such as Stockholm Exergi (50%) and the Baltic district heating business as well as the 500 megawatts of solar power capacity in India. The total consideration recorded for divested assets amounted to more than EUR 4 billion in 2021, securing a strong balance sheet and bringing our financial net debt-to-comparable EBITDA to 0.2 times, significantly below our set target level of <2 times.

We also continued working towards our climate targets to be carbon neutral in our European generation at the latest by 2035 and in all operations by 2050. Within less than one year, we have been able to announce accelerated coal phase-out of six of our coal-fired power plants in Germany and the UK compared to the original timetable. In Russia, our Chelyabinsk CHP-2 plant is transitioning from the use of coal to gas, ending the use of coal in the Fortum Russia segment by the end of 2022. Towards the end of the year, we also set a reduction target for the Group’s indirect emissions, i.e. Scope 3, which is -35% by 2035.

At the same time, we strengthened our position in CO2-free power generation. Over the year, we commissioned a total of almost 600 MW of new wind and solar capacity in Russia and announced our first joint wind power project of 380

MW in Finland together with Uniper. In addition, we have won the right to build a total of 2 GW of wind and solar power capacity in the coming years in national auctions.

2021 was also the year in which Fortum and Uniper grew closer together. We announced new cooperation in the three strategic areas of Nordic hydro and physical trading optimisation, wind and solar development, as well as hydrogen with the ambition to create value for both companies, and, in particular, for our customers. We made management changes and announced more diverse leadership teams at both Fortum and Uniper.

As a group, our strategy execution will continue with the same determination and focus this year. We will continue to drive profitable growth and to further deepen the cooperation between Fortum and Uniper. Today we have also announced the decision to submit an application for a new operating licence for our nuclear power plant in Loviisa in Finland. In addition to financial, political and societal aspects, the EU taxonomy was a key factor that we took into account when preparing the decision – it is central in guiding investments towards sustainable and clean activities.

Based on the solid results of 2021 and the outlook for future years, Fortum's Board of Directors is proposing to the Annual General Meeting a dividend of EUR 1.14 per share for the financial year 2021. The proposal is in line with Fortum’s dividend policy to pay a stable, sustainable, and over time increasing dividend.

Changes in reporting

In 2021, Fortum introduced two new Alternative Performance Measures (APM) to provide additional financial performance indicators that better reflect the underlying profitability.

Comparable net profit
Comparable earnings per share

Comparable net profit is shown after non-controlling interest and adjusted for items affecting comparability, as well as adjustments to share of profit of associates and joint ventures, net finance costs, income tax expenses, and non-controlling interest. Comparable earnings per share is calculated from comparable net profit.

See } Note 7 and } Definitions and reconciliations of key figures.

Financial results

Sales by segment

EUR million

2021

2020

  Change
21/20

Generation

2,899

2,006

45%

Russia

906

929

-2%

City Solutions

1,302

1,075

21%

Consumer Solutions

2,622

1,267

107%

Uniper

105,992

44,514

138%

Other Operations

138

140

-2%

Netting of Nord Pool transactions 1)

-1,128

-317

Eliminations

-331

-598

IS Total

112,400

49,015

129%

1)Sales and purchases with Nord Pool Spot are netted at the Group level on an hourly basis and posted either as revenue or cost depending on whether Fortum is a net seller or net buyer during any particular hour.

3

Comparable EBITDA by segment

EUR million

2021

2020

  Change
21/20

Generation

1,299

886

47%

Russia

404

394

2%

City Solutions

317

239

33%

Consumer Solutions

123

153

-20%

Uniper

1,789

856

109%

Other Operations

-114

-94

-21%

Total

3,817

2,434

57%

Comparable operating profit by segment

EUR million

2021

2020

  Change
21/20

Generation

1,110

722

54%

Russia

261

251

4%

City Solutions

135

47

186%

Consumer Solutions

52

90

-43%

Uniper

1,120

363

209%

Other Operations

-142

-129

-10%

IS Total

2,536

1,344

89%

Operating profit by segment

EUR million

2021

2020

  Change
21/20

Generation

1,054

711

48%

Russia

227

252

-10%

City Solutions

2,671

775

245%

Consumer Solutions

495

129

283%

Uniper

-4,901

29

-16,885%

Other Operations

-134

-298

55%

IS Total

-588

1,599

-137%

Share of profits of associated companies and joint ventures

EUR million

2021

2020

  Change
21/20

Generation

36

29

26%

Russia

62

47

33%

City Solutions

42

57

-26%

Consumer Solutions

-

-

-

Uniper

51

54

-5%

Other Operations

0

470

-100%

IS Total

192

656

-71%

Comparable share of profits of associated companies and joint ventures

EUR million

2021

2020

  Change
21/20

Generation

11

13

-16%

Russia

62

47

33%

City Solutions

42

57

-26%

Consumer Solutions

-

-

-

Uniper

39

38

2%

Other Operations

0

502

-100%

Total 1)

154

656

-77%

1)Comparable share of profit/loss of associates and joint ventures for 2020 has been recalculated following the introduction of comparable net profit APM in 2021.

For further information see } Note 6.

Sales were EUR 112,400 (49,015) million due to record high commodity prices.

Comparable operating profit was EUR 2,536 (1,344) million. A strong performance in an exceptional commodity market enabled the highest comparable operating profit in Fortum’s history following volatile commodity prices and the consolidation of Uniper as a subsidiary. Additionally, the Uniper segment’s gas business could take profit from extraordinarily volatile market fundamentals. Earnings increased in the Generation segment due to the higher achieved power price and higher nuclear and hydro volumes. In the first quarter of 2020, Uniper was consolidated as an associated company.

4

Operating profit for the period was impacted by EUR -3,124 (255) million of items affecting comparability, mainly due to changes in fair values of non-hedge-accounted derivatives of EUR -5,424 (-675) million almost entirely related to the Uniper segment. Items affecting comparability also includes the tax-exempt capital gains of EUR 2,681 million, the main part of which is related to the divestment of the 50% ownership in Stockholm Exergi Holding AB and the divestment of the Baltic district heating operations (} Note 7).

Comparable share of profits of associates and joint ventures was EUR 154 (656) million (} Note 18). The comparison period includes the comparable share of profit from Uniper of EUR 502 million based on Uniper’s fourth-quarter 2019 and first-quarter 2020 results.

Finance costs – net, i.e. net finance income, amounted to EUR 107 (-56) million. Comparable finance costs - net amounted to EUR -38 (-103) million. The change mainly relates to the positive effect of changes in discount rates on Other provisions in the Uniper segment.

Profit before income taxes was EUR -289 (2,199) million. Comparable profit before income taxes was EUR 2,651 (1,897) million.

Income taxes for the period totalled EUR 175 (tax income) (-344) million. Comparable income tax expenses were EUR -605 (-299) million (} Note 12).

Net profit was EUR -114 (1,855) million. Comparable net profit was EUR 1,778 (1,483) million after the deduction of adjusted non-controlling interest. Comparable net profit is adjusted for items affecting comparability, adjustments to share of profit of associates and joint ventures, net finance costs, and income tax expenses. The alternative performance measure (APM) ‘comparable net profit’ was introduced in the first quarter of 2021 to better reflect the underlying profitability (} Note 7.2 and } Definitions and reconciliations of key figures).

Earnings per share were EUR 0.83 (2.05) and comparable earnings per share were EUR 2.00 (1.67).

Financial position and cash flow

EUR million

2021

2020

  Change
21/20

Interest expense

-202

-170

19%

Interest income

156

111

40%

Other financial items - net

154

3

-5,250%

IS Finance costs - net

107

-56

293%

    

Financial net debt

789

7,023

89%

Adjusted net debt

3,227

9,784

67%

Cash flow

In 2021, net cash from operating activities increased by EUR 2,415 million to EUR 4,970 (2,555) million. The change in working capital was impacted by operational liquidity measures in the Uniper segment, which are done to manage the increased margin receivables in investing activities.

Net cash used in investing activities was EUR 5,727 (2,140) million. Capital expenditure increased by EUR 77 million to EUR 1,178 (1,101) million. Acquisition of shares, net of liquid funds, was EUR 294 (1,801) million. Acquisition of shares mainly relates to the acquisition of Uniper shares. Divestment of shares and capital returns of EUR 3,863 (1,244) million mainly include the divestments of the 50% ownership in Stockholm Exergi Holding AB and the district heating business in the Baltics. In 2020, divestment of shares mainly included the divestment of the Joensuu and Järvenpää district heating operations. The change in margin receivables was EUR -7,964 (-552) million as a result of the higher commodity prices.

The negative change of EUR 7,964 (552) million in margin receivables in net cash used in investing activities was partly offset by the positive change of EUR 649 (-623) million in margin liabilities in the cash flow from financing activities.

Cash flow before financing activities was EUR -756 (415) million.

Net cash from financing activities was EUR 6,013 (505) million. The net increase in long-term liabilities was EUR 1,124 (2,062) million while the increase in short-term liabilities was EUR 5,364 (207) million. The increase in short-term liabilities is mainly related to the use of commercial paper programmes and revolving credit facilities, which are used to manage the increased margin receivables. In 2020, Fortum drew a term loan of EUR 2,000 million and a bridge loan of EUR 300 million to finance the acquisition of shares in Uniper. (For additional information, see the Financing section.) The dividend, EUR 995 million, was paid on 7 May 2021. The change in margin liabilities was EUR 649 (-623) million, mainly due to higher commodity prices. The net increase in liquid funds was EUR 5,256 (920) million (} Note 27).

Assets

At the end of 2021, total assets amounted to EUR 149,661 (57,810) million. The increase from December 2020 mainly relates to derivative financial instruments in the Uniper segment as a result of the higher commodity prices. Liquid funds at the end of 2021 were EUR 7,592 (2,308) million.

Equity

Total equity amounted to EUR 13,665 (15,577) million. Equity attributable to owners of the parent company totalled EUR 12,131 (12,953) million. The change from December 2020 was mainly related to the net profit for the period of EUR 739 million offset by the EUR -980 million impact from fair valuation of cash flow hedges and the dividend payment of EUR 995 million.

5

Financing

At the end of 2021, financial net debt was EUR 789 (7,023) million and adjusted net debt EUR 3,227 (9,784) million (} Note 27).

At the end of 2021, the Group’s liquid funds totalled EUR 7,592 (2,308) million. Liquid funds include EUR 2,966 (289) million held by the Uniper segment.

At the end of 2021, Fortum had undrawn committed credit facilities of EUR 400 million.

In May, Fortum repaid a maturing bond of EUR 500 million and in December 2021 Fortum prepaid EUR 1,550 million of a EUR 2,000 million bridge loan maturing in October 2022. Additionally, in October 2021 Fortum cancelled the remaining revolving credit facility that was part of the facility for the purchase of Uniper shares and liquidity purposes, EUR 1,350 million, with the original maturity date in November 2021.

In December, following the surge in commodity prices Fortum extended the credit facility agreement with Uniper, originally signed in September, to EUR 8,000 million comprising tranches for both a shareholder loan and a parent company guarantee. Both Fortum (EUR 1,750 million) and Uniper (EUR 1,800 million) withdrew their core revolving credit facilities as precautionary measures to secure sufficient liquidity for possible further increases and volatility in commodity prices and consequent additional requirement of collateral payments. In addition, Fortum signed new bilateral financing agreements to further strengthen the liquidity position. These agreements consisted of a EUR 400 million bank loan (maturing in September 2024), a EUR 500 million bank loan (maturing in June 2023 with an extension option of eight months) and a revolving credit facility of EUR 800 million (maturing in December 2022 with an extension option of one year), of which EUR 500 million was drawn as of 31 December 2021. Also in December, Uniper extended the existing EUR 400 million bank loan, maturing in September 2022, to mature in March 2023 and signed a new EUR 150 million bank loan with maturity in January 2024.

After year-end 2021, in January 2022, Uniper signed a EUR 2,000 million short-term revolving credit facility with the German state-owned KfW-Bank (maturing in April 2022). Fortum signed a EUR 3,000 million revolving credit facility (maturing in April 2022 with an extension option of three months). These facilities have not been used.

In the fourth quarter of 2021, Fortum’s total interest-bearing loans increased by EUR 4,486 million to EUR 16,144 million. Current loans, including the EUR 1,731 million current portion of long-term loans, amounted to EUR 8,389 million. In order to manage the higher margin requirements short-term loans increased by EUR 2,847 million from EUR 3,811 million at the end of September to EUR 6,658 million at the end of the year. These short-term liquidity needs were mainly covered by commercial paper programmes and the use of the revolving credit facilities. The use of commercial papers increased by EUR 895 million from EUR 2,234 million at the end of September to EUR 3,129 million.

In June 2021, Fitch revised its long-term rating for Fortum to BBB, with a stable outlook (previously BBB with a negative outlook). The short-term rating is at the level F2. In July 2021, S&P Global Ratings revised its long-term rating for Fortum to BBB, with a stable outlook (previously BBB with a negative outlook). The short-term rating is at the level A2.

In September 2021, S&P Global Ratings reaffirmed Uniper’s BBB rating and stable outlook. In July 2021, S&P Global Ratings also revised its long-term rating for Uniper to BBB, with a stable outlook (previously BBB with a negative outlook).

In January 2022, S&P Global Ratings affirmed both Fortum’s and Uniper’s rating of BBB with a stable outlook.

Graphic

Operating and regulatory environment

European power markets

Year 2021 turned out to be the complete opposite of year 2020, with European gas, carbon and power markets breaking record-high levels in both day-ahead and forward products. A cold winter and spring of 2021, increasing consumption of gas in the power and industrial sectors in Asia, lower pipeline gas flows from Russia to Central Europe, and below normal European wind conditions all contributed to unprecedentedly high gas and, consequently, very high power prices. Towards the end of 2021, high Continental European power prices also increasingly influenced power prices in the Nordics, further supported by continuing low precipitation in the Nordics and new interconnectors from the Nordics to Germany and the UK.

According to preliminary statistics, power consumption in the Nordic countries was 404 (384) TWh in 2021. The higher power demand in the Nordics, was mainly caused by colder weather but also supported by a slight increase in industrial demand.

In central western Europe (Germany, France, Austria, Switzerland, Belgium, and the Netherlands), power consumption in 2021 was 1,359 (1,316) TWh according to preliminary statistics. This is in line with the pre-Covid-19 level of power demand.

6

In the long term, electricity is expected to continue to gain a significantly higher share of total energy consumption. The electricity demand growth rate will largely be determined by classical drivers, such as macroeconomic and demographic development, but also increasingly by decarbonising the industrial, transport and heating sectors through direct electrification and green hydrogen.

At the beginning of 2021, the Nordic water reservoirs were at 105 TWh, which is 21 TWh above the long-term average. During 2021, the Nordic precipitation and inflow was below normal while hydro power utilization remained high, which decreased the water reservoirs compared to normal. At the end of 2021, the reservoirs were at 73 TWh, which is 11 TWh below the long-term average and 32 TWh lower than one year earlier.

In 2021, the average system spot price in Nord Pool was EUR 62.3 (10.9) per MWh. The average area price in Finland was EUR 72.3 (28.0) per MWh, in the SE3 area in Sweden (Stockholm) EUR 66.0 (21.2) per MWh, and in the SE2 area in Sweden (Sundsvall) EUR 42.6 (14.4) per MWh. In Germany, the average spot price during 2021 was EUR 96.8 (30.5) per MWh.

At the end of February 2022, the Nordic system electricity forward price on Nasdaq Commodities for the remainder of 2022 was around EUR 69 per MWh and for 2023 around EUR 48 per MWh. The Nordic water reservoirs were at 55 TWh, which is about 5 TWh below the long-term average and 14 TWh lower than one year earlier. The German electricity forward price for the remainder of 2022 was around EUR 225 per MWh and for 2023 around EUR 148 per MWh.

European commodity markets

In 2021, gas demand in central western Europe was 2,218 (2,111) TWh. The central western European gas storage levels decreased from 439 TWh at the beginning of the year to 293 TWh at the end of 2021, which is 146 TWh lower than in 2020 and 129 TWh lower than the five-year average (2017–2021).

Tightness in the gas market has lifted European gas prices to unprecedented levels. During 2021 the average gas spot price (TTF) was EUR 47 (9) per MWh. The 2022 forward price increased from EUR 16 per MWh at the beginning of the year to EUR 79 per MWh at the end of 2021.

In 2021, there were also strong gains in the EUA market. The price increased from EUR 34 per tonne at the beginning of the year to EUR 81 per tonne at the end of 2021, which is EUR 56 per tonne higher than the average price in 2020. For the full year of 2021, the average EUA price was EUR 54 per tonne.

In 2021, there was an increase in coal prices. The forward quotation for coal (ICE Rotterdam) for 2022 increased from USD 72 per tonne at the beginning of the year to USD 99 per tonne at the end of 2021, which is USD 37 per tonne above the average price in 2020.

At the end of February 2022, the TTF forward price for gas for the remainder of 2022 was EUR 102 per MWh. The forward quotation for EUA’s for 2022 was at the level of EUR 85 per tonne. The forward price for coal (ICE Rotterdam) for the remainder of 2022 was USD 204 per tonne.

Russian power market

Fortum’s Russia segment operates thermal power plants mainly in the Tyumen and Khanty-Mansiysk area of western Siberia, where industrial production is dominated by the oil and gas industries, and in the Chelyabinsk area of the Urals, which is dominated by the metal industry. Uniper’s Russian subsidiary Unipro PJSC operates in the Smolensk, Moscow, Sverdlovsk, and Krasnoyarsk regions, as well as in the Khanty-Mansiysk Autonomous District.

The Russian market is divided into two price zones; Fortum’s Russia division operates in the first price zone (European and Urals part of Russia), while Uniper operates in both the first and second price zones.

According to preliminary statistics, Russian power consumption in 2021 was 1,090 (1,033) TWh. The corresponding figure for the first price zone was 830 (783) TWh and for the second price zone 217 (209) TWh. The increase in consumption resulted from the economic recovery.

In 2021, the average electricity spot price, excluding capacity prices, was RUB 1,405 (1,220) per MWh in the first price zone, RUB 935 (873) in the second price zone, and RUB 1,221 (1,068) per MWh in the Urals hub.

The Russian Government increased the gas price by 3% in July 2021.

In Russia, capacity payments based on Capacity Supply Agreements (CSA) are a key driver for earnings growth, as CSA payments are considerably higher than for capacities selected in Competitive Capacity Selection (CCS) auctions. Currently, Fortum’s Russia segment’s CSA capacity amounts to 1,926 MW, including 70 MW of solar and wind capacity. These capacities do not include those related to the joint ventures. Correspondingly, Uniper’s CSA capacity amounts to 800 MW.

Thermal power plants are entitled to clearly higher CSA payments starting approximately six years after commissioning (see tables below). In 2021, there was an increase in CSA payments for three units of Fortum’s Russia segment’s generation fleet and for one unit of Fortum’s Uniper segment’s generation fleet. After the CSA period ends, the units can receive CCS payments from CCS auctions. See the corresponding changes in the table below:

Fortum’s Russia segment’s units

CSA starts

Higher CSA starts

CSA ends

Tyumen CHP 1, unit 2

1 Feb 2011

1 Oct 2016

31 Dec 2020

Chelyabinsk CHP 3, unit 3

1 Jun 2011

1 Nov 2016

31 Dec 2020

Nyagan, unit 1

1 Apr 2013

1 Jan 2018

31 Dec 2021

Nyagan, unit 2

1 Dec 2013

1 Aug 2018

31 Dec 2022

Nyagan, unit 3

1 Jan 2015

1 Jan 2021

31 Dec 2025

Chelyabinsk CHP 4, unit 1

1 Dec 2015

1 Jan 2021

31 Dec 2024

Chelyabinsk CHP 4, unit 2

1 Mar 2016

1 Jan 2021

31 Dec 2024

Ulyanovsk 1)

1 Jan 2018

n/a

30 Nov 2031

Bugulchansk 2)

Nov 2016 – Mar 2017

n/a

Nov 2030 – Nov 2031

Pleshanovsk 2)

1 Mar 2017

n/a

30 Nov 2031

Grachevsk 2)

1 Mar 2017

n/a

30 Nov 2031

1)Wind CSA.

2)Solar CSA.

7

Fortum’s Uniper segment’s units

CSA starts

Higher CSA starts

CSA ends

Surgutskaya-2 GRES-2, unit 7

1 May 2011

1 May 2017

31 Jul 2021

Surgutskaya-2 GRES-2, unit 8

1 Jun 2011

1 Jun 2017

31 Aug 2021

Shaturskaya GRES, unit 7

1 Oct 2010

1 Oct 2016

31 Dec 2020

Yaivinskaya GRES, unit 5

1 Jan 2011

1 Jan 2017

31 Dec 2020

Berezovskaya GRES, unit 3 1)

1 Nov 2014

1 Nov 2020

31 Oct 2024

Surgutskaya-2 GRES-2, unit 1 2)

Apr 2022

n/a

Feb 2038

Surgutskaya-2 GRES-2, unit 2 2)

Dec 2026

n/a

Nov 2042

Surgutskaya-2 GRES-2, unit 3 2)

Dec 2027

n/a

Nov 2043

Surgutskaya-2 GRES-2, unit 4 2)

Dec 2025

n/a

Nov 2041

Surgutskaya-2 GRES-2, unit 6 2)

Sep 2024

n/a

Aug 2040

1)Started receiving CSA payments from 1 May 2021 when returning to the market after repairs.

2)Modernisation CSA 2.

Fortum’s Russia segment’s generation capacity not receiving CSA payments, a total of 2,697 MW, is allowed to participate in the annual CCS auctions. Uniper’s generation capacities allowed to participate in the CCS auction totalled 10,445 MW. The next CCS auction, for the year 2027, is expected to be held in November 2023.

Year

2020

2021

2022

2023

2024

2025

2026

CCS auction price, tRUB/MW/month, first price zone 1)

115

134

168

171

182

193

195

CCS auction price, tRUB/MW/month, second price zone 1)

191

225

264

267

279

303

299

Fortum’s Russia segment

Selected in CCS auction, MW, first price zone

2,331

2,848

3,451

3,904

3,904

4,351

4,852

Fortum’s Uniper segment

Selected in CCS auction, MW, first price zone

7,190

8,829

8,035

8,035

7,225

6,427

5,617

Selected in CCS auction, MW, second price zone

1,600

1,600

1,600

1,600

2,400

2,400

2,400

1)Excluding inflation.

In the June 2017 CSA auction, the Fortum-Rusnano wind investment fund won the right to build 1,000 MW of wind capacity. The wind parks were to be commissioned during 2018–2022 and will receive a guaranteed CSA price corresponding to approximately RUB 7,000–9,000 per MWh for a period of 15 years.

In the June 2018 CSA auction, the Fortum-Rusnano wind investment fund won the right to build 823 MW of wind capacity. The wind parks were to be commissioned during 2019–2023 and will receive a guaranteed CSA price corresponding to approximately RUB 7,000–8,000 per MWh for a period of 15 years.

In the June 2018 and 2019 CSA auctions, Fortum won the right to build 110 MW and 6 MW of solar capacity. The power plants will receive a guaranteed CSA price for a period of 15 years, corresponding to approximately RUB 15,000 per MWh and RUB 14,000 per MWh, respectively. In December 2021, 78 MW of the capacity was commissioned, and the remaining part will be commissioned in the second half of 2022.

In September 2021 in the most recent CSA auction, Fortum announced that the Fortum-Rusnano wind investment fund won annual CSA remuneration in the range of RUB 16.9–23.8 billion for new wind power generation. This corresponds to wind capacity of approximately 430–530 MW per annum (a maximum of 1.4 GW); the capacity will be commissioned during the years 2025–2027. The number of gigawatts ultimately to be constructed is subject to separate investment decisions. The projects will be covered by CSAs for a period of 15 years from commissioning. The average nominal price is expected to be in the range of RUB 2,600–4,200 per MWh during the CSA period. The estimated prices are inflation adjusted.

Together with its joint ventures in Russia, Fortum is the largest player on the renewable energy market in Russia with a wind and solar portfolio of approximately 3.4 GW projects. Of the wind and solar power plants and projects in the portfolio, 1.2 GW are operational, 0.3 GW are under construction, and 1.9 GW are under development.

Power consumption

TWh

2021

2020

2019

Nordic countries

404

383

392

Central western Europe 1)

1,359

1,316

-

Central western Europe gas demand 1)

2,218

2,111

-

Russia

1,090

1,033

1,059

Tyumen

90

86

94

Chelyabinsk

37

36

35

Russia Urals area

256

246

260

Russia Siberia area

217

209

211

1)Reported from 2020 onwards.

8

Average prices

2021

2020

2019

Spot price for power in Nord Pool power exchange, EUR/MWh

62.3

10.9

38.9

Spot price for power in Finland, EUR/MWh

72.3

28.0

44.0

Spot price for power in Sweden, SE3, Stockholm, EUR/MWh

66.0

21.2

38.4

Spot price for power in Sweden, SE2, Sundsvall, EUR/MWh

42.6

14.4

37.9

Spot price for power in the First Price Zone of Russia, RUB/MWh 1)

1,405

1,220

1,289

Spot price for power in the Second Price Zone of Russia, RUB/MWh 1)

935

873

892

Average capacity price for the Russia segment, tRUB/MW/month

584

608

624

Average capacity price for the Uniper segment, tRUB/MW/month

293

261

-

Spot price for power in Germany, EUR/MWh

96.8

30.4

37.7

Average regulated gas price in Urals region, RUB/1,000 m3

4,077

3,977

3,910

Average capacity price for the Russia segment's CCS, tRUB/MW/month 2) 3)

170

156

154

Average capacity price for the Russia segment's CSA, tRUB/MW/month 3)

1,174

1,058

1,096

Average capacity price for the Uniper segment's CCS, tRUB/MW/month 2) 3)

160

136

-

Average capacity price for the Uniper segment's CSA, tRUB/MW/month 3)

1,488

951

-

Spot price for power (market price), Urals hub, RUB/MWh 1)

1,221

1,068

1,117

CO2, (ETS EUA), EUR/tonne CO2

54

25

25

Coal (ICE Rotterdam), USD/tonne

117

50

61

Oil (Brent Crude), USD/bbl

71

43

64

Spot price for gas (TTF), EUR/MWh 4)

47

9

-

1)Excluding capacity tariff.

2)Including capacity receiving payments under "forced mode status", regulated tariffs, and bilateral agreements.

3)Capacity prices paid for the capacity volumes, excluding unplanned outages, repairs, and own consumption.

4)Reported from 2020 onwards.

Water reservoirs and gas storage levels

TWh

  31 Dec 2021

  31 Dec 2020

  31 Dec 2019

Nordic water reservoirs level

73

105

79

Nordic water reservoirs level, long-term average

84

84

84

Central western European gas storage levels 1)

293

439

-

1)Reported from 2020 onwards.

Graphic

Export/import

TWh (+ = import to, - = export from Nordic area)

2021

2020

2019

Export/import between Nordic area and Continental Europe+Baltics

-29

-24

-8

Export/import between Nordic area and Russia

9

3

8

Export/import Nordic area, total

-20

-21

0

9

Regulatory environment

EU taxonomy rules on nuclear and gas published

At the beginning of December 2021, the first Climate Delegated Act under the EU taxonomy framework on climate change was officially approved by the Council and the European Parliament. At the end of December 2021, the European Commission issued the long-awaited draft Complementary Delegated Act covering nuclear and gas and the final Act was published in February 2022. In the Act both gas and nuclear energy are classified as transitional activities under strict conditions. The Act is subject to a four-month scrutiny period, extendable by two months, during which the Parliament and the Council can either reject or adopt the Act.

Fortum has consistently advocated for a science-based and technology-neutral taxonomy. In broad terms, we welcome the Complementary Delegated Act, as it recognises the contribution of nuclear energy to drive climate mitigation, but we recognise that it leaves several issues open for interpretation. It is also unfortunate that the majority of existing nuclear is not included, as was recommended by both the Commission’s own research centre and the Finnish and Swedish governments. We welcome the recognition of natural gas as a transitional fuel but consider the proposed criteria too restrictive. These criteria will make necessary investments in additional gas-fired power plants more difficult in countries where flexible gas is needed for the security of supply.

EU’s gas market package published

In December, the Commission adopted a set of legislative proposals to decarbonise the EU gas market by facilitating the uptake of renewable and low carbon gases, including hydrogen, and to ensure security of energy supply for all citizens in Europe. The proposal largely extends the existing rules that are currently applied to natural gas to cover also hydrogen.

Gas is confirmed to act as a bridging technology and thus the proposal supports the planning and investment security of the respective industries– at least until 2049. Simultaneously, the proposed criteria in the EU taxonomy are highly restrictive for gas. Regarding energy prices, the Commission supports a market-driven approach; however, it suggests member states to, if needed, use voluntary measures based on the Commission’s Toolbox Communication (see the next section) in order to keep consumer prices at reasonable level. The proposals support the non-discriminatory treatment of market participants and propose unbundling principles for both gas and hydrogen networks.

However, several ambiguities still need to be addressed, e.g. the clarification of technology neutrality in hydrogen production and the methodology to calculate the greenhouse gas emission reduction of low-carbon gases. Further, clarification is needed regarding the discussed controversial ‘additionality principle’ related to the Renewable Energy Directive (meaning that the corresponding capacity for renewable generation must be added specifically for each newly installed hydrogen production plant (electrolysis)).

EU not to intervene in the energy market despite the price crisis

Unprecedentedly high energy prices have triggered a debate among the EU institutions. The European Commission published its Toolbox Communication in October with the objective to help member states tackle the high energy prices. This toolbox outlined a number of measures that member states can implement to protect vulnerable consumers and industries within the existing regulatory framework. 

Although the energy price crisis was discussed at the EU level on multiple occasions during the fourth quarter of 2021, the Commission, together with a broad coalition of member states, highlighted free/market-driven pricing and competitive markets without any need to intervene in the market. The impact of soaring and persistent high energy prices start to be visible in the real economy, and several small- and medium-sized enterprises, including energy suppliers, have already been significantly affected. The exceptional commodity price situation is also putting a strain on utilities with large trading portfolios (including Uniper), as they face clearly higher collateral requirements and consequently need to secure additional liquidity reserves.

New German government with ambitious climate goals started

“The Traffic Light Coalition”, the new German Government formed by Social Democrats, Liberals, and Greens, has officially started under the leadership of Chancellor Olaf Scholz. The coalition agreement sets very ambitious climate targets and requires heavy investments to implement those targets (e.g. a target to reach an 80% share of renewables by 2030). Renewable energies shall be expanded massively while the coal exit is intended to be brought forward, ideally to 2030. The crucial role of natural gas for security of supply is well recognized; at the same time, the Government is under pressure because the goal of climate neutrality must be achieved in 2045. The Government supports the ramp up of the hydrogen economy which is important especially to enable decarbonisation of the industry sector.

Nord Stream 2 halted

Following the invasion of Russia on Ukraine, the German government halted the certification process of Nord Stream 2 on 22 February 2022, and the US has put Nord Stream 2 AG, which is a Swiss subsidiary of Gazprom, and its CEO under sanction on 23 February 2022.

For comments on the geopolitical uncertainty due to Russia’s invasion on Ukraine, imposed sanctions and possible future sanctions and counter sanctions and their possible impacts on Fortum Group’s Russian business and assets, please see section ‘Events after the balance sheet date’.

10

Proposal for Swedish hydrogen strategy published

In November 2021, the Swedish Energy Agency presented a proposal on a national hydrogen strategy. The strategy focuses on “colour-blind” fossil-free hydrogen with a target to have 5 GW of installed electrolyser capacity by 2030 and an additional 10 GW of capacity by 2045.

According to the proposal, the use of hydrogen should contribute to the transition to a fossil-free economy and at the same time strengthen security of supply in the electricity system. Hydrogen must be used where it is economically efficient and creates the highest system value. Sweden should be an international frontrunner and exporter of climate-friendly products and services based on hydrogen that lower emissions abroad.

The strategy is currently being processed in the Ministry of Infrastructure, but it is still unclear when it will be adopted as the official Swedish hydrogen strategy.

Lack of firm power production in the south of Sweden increases market turmoil

In Sweden, the electricity price differences between the four internal price areas significantly increased in 2021. The increased volatility and lack of balanced and sufficient power supply in southern Sweden has caused many retailers to stop offering fixed price contracts to their customers. It has also triggered the transmission system operator, Svenska Kraftnät, to announce that more firm dispatchable power must be added to the system and that transmission capacity from north to south needs to be increased.

Finnish river basin management plans approved

In December 2021, the Finnish Government approved the river basin management plans that will guide the future licencing and operation of all industrial plants in the neighbourhood of watercourses. The plans are based on the classification of water bodies and propose measures to reach the desired status of water bodies by 2027.

The proposed measures, e.g. minimum flow requirement, may reduce the regulating hydropower capacity provided by hydropower by up to 20%. Therefore, the hydropower generators consider the government’s decision to pose a significant risk to the operation of the electricity system.

Fortum is committed to the goals of the plans, including reaching good water status. However, due to severe shortcomings in the classification of water bodies, Fortum has appealed to the Supreme Administrative Court regarding the Oulujoki watercourse and the Klobbfjärden sea area around the Loviisa nuclear power plant. Court processes are expected to take several years.

Government permit granted for the final repository for spent nuclear fuel in Sweden – Posiva applies for operating permit for final disposal in Finland

In August 2021, the Swedish Government decided to extract the interim storage decision from SKB's (Svensk Kärnbränslehantering AB) comprehensive final repository system application. Only the increased storage at the interim storage facility was given the go-ahead at that time. In line with the licensing process, the case is now to be decided by the Swedish Land and Environmental Court, and a building and operation permit on the interim storage facility is expected in June/July 2022. The Government decision made in August 2021 created uncertainty with regard to the process to have a legally enforceable building and operation permit for the interim storage facility in place by the end of 2023, when maximum capacity under the current license will be reached. If a legally enforceable permit is not in place by the end of 2023, nuclear operators will not be able to store more spent fuel, and therefore the risk for electricity supply disruptions in the spring of 2024 still remains. In January 2022, the new Swedish Government made a decision to give the go-ahead to the final repository for spent nuclear fuel in Forsmark in Östhammar Municipality and an encapsulation plant in Oskarshamn.

In Finland, the nuclear waste management organisation Posiva Oy announced the submission of the application for the operating license for the encapsulation and final disposal facility (ONKALO®) to the Finnish Ministry of Economic Affairs and Employment in December 2021. Posiva will dispose of the high-level nuclear waste of its owners, Fortum (share of ownership 40%) and Teollisuuden Voima Oyj (TVO) (share of ownership 60%).

Segment reviews

Business model

Fortum is a European energy company with activities in more than 40 countries. We provide our customers with electricity, gas, heating and cooling as well as smart solutions to improve resource efficiency. Together with our subsidiary Uniper, we are the third largest producer of CO2-free electricity in Europe. Fortum is the largest electricity retailer in the Nordic countries and one of the leading heat producers globally.

Fortum’s organisation consists of four business divisions: Generation, Russia, City Solutions, and Consumer Solutions, and additionally Uniper as a segment. Fortum employs a diverse team of almost 20,000 energy-sector professionals.

11

Generation

Generation is responsible for Nordic power generation. The division comprises CO2-free nuclear, hydro, and wind, power generation, as well as power portfolio optimisation, trading, market intelligence, thermal power for the capacity reserve, and global nuclear services. The division does not include the Nordic hydro and nuclear power generation or the trading activities of Uniper. As of 31 March 2020, the division includes Generation’s proportionate share of OKG (} Note 1).

EUR million

2021

2020

  Change
21/20

Reported

Sales

2,899

2,006

45%

- power sales

2,690

1,878

43%

of which Nordic outright power sales 1)

1,937

1,478

31%

- other sales

209

128

63%

Operating profit

1,054

711

48%

Share of profits of associates and joint ventures 2)

36

29

26%

Capital expenditure and gross investments in shares

175

228

-23%

Number of employees

1,116

1,143

-2%

EUR million

2021

2020

  Change
21/20

Comparable

EBITDA

1,299

886

47%

Operating profit

1,110

722

54%

Share of profits of associates and joint ventures 2) 3)

11

13

-16%

Return on net assets, % 3)

18.0

12.2

48%

Net assets (at period-end)

6,336

6,234

2%

1)The Nordic power sales income and volume includes hydro and nuclear generation, excluding minorities. It does not include thermal generation, minorities, customer business or other purchases.

2)Power plants are often built jointly with other power producers, and owners purchase electricity at cost including interest cost and production taxes. The share of profit/loss is mainly IFRS adjustments (e.g. accounting for nuclear-related assets and liabilities) and depreciations on fair-value adjustments from historical acquisitions (} Note 18).

3)Comparable share of profit/loss of associates and joint ventures for 2020 has been recalculated following the introduction of comparable net profit APM in 2021.

The Generation segment’s total power generation in the Nordic countries increased driven especially by higher nuclear volumes but also by higher hydro volumes, the effect of which was partly offset by the sale of a majority share of Fortum’s Nordic wind assets. The availability for nuclear generation was at a good level throughout the year with annual production records in the Loviisa (Finland), Oskarshamn 3 and Forsmark (Sweden) nuclear power plants. The CO2-free generation accounted for 100% of the total power generation.

The achieved power price in the Generation segment increased by EUR 8 per MWh, up 23%. The achieved power price increased due to the very successful physical optimisation, financial optimisation and higher spot prices. While the spot power price increased by 183% in Generation segment’s power generation areas, the positive result effect of the higher achieved power price was dampened by the fairly high hedge levels and a hedge price below the level of the spot price as well as the achieved power price being well above the spot price in comparison period.

Comparable operating profit increased by 54%. The increase was mainly related to the higher achieved power price. Also higher nuclear and hydro volumes contributed to the increase. Comparable operating profit included EUR -13 (15) million from the consolidation of the Generation segment’s proportionate share of OKG (} Note 6).

Operating profit was affected by EUR -56 (-11) million of items affecting comparability, mainly related to the fair value change of non-hedge-accounted derivatives. It also included the tax-exempt capital gain of EUR 50 million from the divestment of eight small hydropower plants in Sweden (} Note 6).

Comparable share of profits of associates and joint ventures totalled EUR 11 (13) million (} Note 6 and } Note 18).

In January 2021, Fortum announced that it had finished the construction of two new wind parks in the Nordics: Kalax in Finland and Sørfjord in Norway which subsequently started generating CO2-free energy for the Nordic market. The wind parks are part of the transaction concluded in 2020 with Energy Infrastructure Partners AG (EIP), and Fortum’s ownership is 20%.

In March 2021, Fortum announced a substantial investment in dam safety in Sweden for an extensive rebuild of the over 100-year-old Forshuvud hydropower plant. Fortum is investing more than SEK 450 million (approximately EUR 44 million) during 2021–2025. This investment guarantees an extended lifetime for the power plant as a supplier of renewable electricity and balancing power for more weather-dependent types of power.

In April 2021, Fortum announced its second pilot project for the use of batteries as energy storage at hydropower plants in Landaforsen, Sweden. Out-of-service batteries from plug-in hybrid cars and other batteries, a total of 48 batteries with a combined storage capacity of 1 MW and 250 kWh, are installed, extending the lifetime of the hydropower turbines and the batteries.

In September 2021, Fortum and Uniper agreed on long-term external and internal collaboration in nuclear decommissioning services. The objective for the complementary capabilities is to develop a wider customer offering, reach a stronger market position, and ensure excellent performance in the Oskarshamn and Barsebäck decommissioning projects in Sweden.

In September 2021, Fortum submitted its Environmental Impact Assessment (EIA) Report of the Loviisa nuclear power plant in Finland to the Ministry of Economic Affairs and Employment (MEAE). The report contains an assessment of the environmental impacts of the potential lifetime extension of the nuclear power plant or, alternatively, the decommissioning of it, as well as the environmental impacts of Posiva Oy’s final disposal facility ONKALO® for low- and intermediate-level waste. In January 2022, MEAE gave its informed conclusion on the Loviisa nuclear power plant’s Environmental Impact Assessment report and stated that it meets the requirements of the EIA legislation. The alternatives examined were not found to have such significant adverse environmental impacts that could not be accepted, prevented or mitigated to an acceptable level.

12

On 16 December 2021, the Radiation and Nuclear Safety Authority in Finland (STUK) granted Teollisuuden Voima Oyj (TVO) permission to make the Olkiluoto 3 EPR (OL3) reactor critical and to conduct low power tests. Consequently, Finland's fifth nuclear reactor was started and it reached first criticality on 21 December 2021. Electricity generation starts in March 2022, and regular electricity generation is expected to start in July 2022 (} Note 29).

On 22 December 2021, Fortum announced the first investment by the joint team of Fortum and Uniper for wind and solar businesses in Europe. Fortum decided to construct the 380-MW Pjelax-Böle and Kristinestad Norr wind parks in Närpes and in Kristinestad in Finland in partnership with the Finnish energy company Helen Ltd. Construction started in January 2022 and the wind parks are expected to be fully operational at the latest in the second quarter of 2024. Fortum has a 60% majority and Helen holds a 40% minority ownership in the project. The total capital expenditure of the projects is approximately EUR 360 million, of which Fortum’s share is EUR 216 million.

Power generation by source

TWh

2021

2020

  Change
21/20

Hydropower, Nordic

23.3

22.4

4%

Nuclear power, Nordic

23.5

21.0

12%

Wind power, Nordic

-

0.4

-100%

Thermal power, Nordic

0.0

0.1

-95%

Total

46.8

43.9

7%

Nordic sales volume

TWh

2021

2020

  Change
21/20

Nordic sales volume

54.1

51.4

5%

of which Nordic Power sales volume 1)

45.3

42.5

7%

1)The Nordic power sales income and volume includes hydro and nuclear generation, excluding minorities. It does not include thermal generation, minorities, customer business or other purchases.

Sales price

EUR/MWh

2021

2020

  Change
21/20

Generation's Nordic achieved power price 1)

42.8

34.8

23%

1)Generation’s Nordic power price includes hydro and nuclear generation, excluding minorities. It does not include thermal generation, minorities, customer business or other purchases.

Graphic

13

Russia

The Russia segment comprises power and heat generation and sales in Russia. The segment includes Fortum’s fully owned power plants and its joint ventures for building and operating approximately 3.4 GW of renewable power generation and for power and heat sales, as well as Fortum’s more than 29% holding in TGC-1. These joint ventures and associated company are accounted for using the equity method. The segment does not include Uniper’s Russian subsidiary Unipro.

EUR million

2021

2020

  Change
21/20

Reported

Sales

906

929

-2%

- power sales

761

791

-4%

- heat sales

137

134

2%

- other sales

8

4

87%

Operating profit

227

252

-10%

Share of profits of associates and joint ventures

62

47

33%

Capital expenditure and gross investments in shares

83

91

-9%

Number of employees

2,627

2,935

-10%

EUR million

2021

2020

  Change
21/20

Comparable

EBITDA

404

394

2%

Operating profit

261

251

4%

Share of profits of associates and joint ventures

62

47

33%

Return on net assets, %

12.9

11.1

16%

Net assets (at period-end)

2,508

2,431

3%

Power generation volumes increased by 6% due to higher consumption as a result of the economic recovery in 2021. Heat production volumes increased by 4% due to colder weather in the Chelyabinsk and Tyumen areas. This positive effect was partly offset by the Argayash CHP plant divestment in the second quarter.

Sales decreased by 2%, or EUR -23 million, due to the weaker Russian rouble during the first half of 2021. This impact was partly offset by higher power prices and volumes. The effect of the change in the Russian rouble exchange rate was EUR -48 million.

Comparable operating profit increased by 4%, or EUR 10 million. The EUR 17 million positive effect of the sale of the 116-MW CSA-backed solar power project to the Fortum-RDIF joint venture and higher power prices more than offset the effect of the change in the Russian rouble exchange rate of EUR -14 million. The net effect of the changes to CSA payments was slightly negative; the changes derived from three units entering the four-year period of higher CSA payments, the CSA period expiry for two units, as well as corrections to the CSA prices as a result of lower bond yields. The divestment of the Argayash coal-fired CHP plant only had a minor effect on comparable operating profit.

Operating profit was affected by a tax-deductible non-cash impairment of EUR 35 million in connection with the Argayash CHP plant divestment.

Comparable share of profits of associates and joint ventures totalled EUR 62 (47) million, including the share of profits of EUR 33 (24) million from TGC-1, and the share of profits of EUR 23 (18) million from the joint ventures for renewables power generation (} Note 6 and } Note 18). The share of profits from the joint ventures for renewables power generation in 2021 includes a EUR 11 million gain from the transfer of the Kalmykia wind power park from the Fortum-Rusnano wind investment fund to the Fortum-RDIF joint venture. The share of profits for the joint ventures for renewables power generation in 2020 includes a EUR 9 million gain from the transfer of the Rostov wind power park from the Fortum-Rusnano wind investment fund to the Fortum-RDIF joint venture (} Note 3).

In March 2021, Fortum announced its decision to construct the largest solar power plant in Kalmykia in Southern Russia through a joint venture established with RDIF. In December 2021, 78 MW of the capacity was commissioned and the remaining capacity will be commissioned in the second half of 2022. These capacities relate to CSA auctions held in 2018 and 2019.

In March 2021, Fortum sold its 116-MW CSA-backed solar power project to the joint venture with RDIF.

In June 2021, the Fortum-Rusnano wind investment fund sold its 200-MW Kalmykia wind parks to the Fortum-RDIF joint venture.

In July 2021, Fortum signed an agreement to sell its Argayash coal-fired CHP plant to AO JSC Rusatom Smart Utilities. In September 2021, the transaction was concluded. Following the decision earlier in 2021 to transition to gas at Chelyabinsk CHP-2, this transaction will allow Fortum’s Russia division to discontinue its use of coal by the end of 2022 and reduce annual CO2 emissions by approximately 2 million tonnes.

In September 2021, the Fortum-Rusnano wind investment fund (joint venture, Fortum's ownership 50%) began the construction of wind power parks with a total capacity of 237 MW in the Samara region in Russia.

In September 2021, Fortum announced that the Fortum-Rusnano wind investment fund was awarded annual CSA remuneration for 15 years in the range of RUB 16.9–23.8 billion (inflation adjusted) for new wind power generation in a Russian renewables’ auction. This corresponds to wind capacity of approximately 430–530 MW per annum (a maximum of 1.4 GW) to be commissioned during years 2025–2027. The average nominal price is expected to be in the range of RUB 2,600–4,200 per MWh (inflation adjusted) during the CSA period.

14

During 2021, Fortum signed several Memorandums of Understanding (MoU) regarding renewable energy sales in Russia with Novatek, Magnitogorsk Iron and Steel Works, Baker Hughes, and Shell. MoU’s were also signed with Electroshield Samara and Sberbank for the supply of wind power in the Samara region and with Mosenergosbyt for the supply of wind power to Sberbank’s offices in Nizhny Novgorod. The new agreements support Fortum’s strategy to partner with industrial and infrastructure customers to help them reduce their own emissions.

Key electricity, capacity and gas prices for Fortum Russia

2021

2020

  Change
21/20

Electricity spot price (market price), Urals hub, RUB/MWh

1,221

1,068

14%

Average regulated gas price, Urals region, RUB/1,000 m3

4,077

3,977

3%

Average capacity price for CCS and other, tRUB/MW/month 1) 2)

170

156

9%

Average capacity price for CSA, tRUB/MW/month 2)

1,174

1,058

11%

Average capacity price, tRUB/MW/month

584

608

-4%

Achieved power price for the Russia segment, RUB/MWh

2,018

1,940

4%

Achieved power price for the Russia segment, EUR/MWh 3)

23.2

23.4

-1%

1)Including capacity receiving payments under "forced mode status", regulated tariffs, and bilateral agreements.

2)Capacity prices paid for the capacity volumes, excluding unplanned outages, repairs, and own consumption.

3)Translated using the average exchange rate.

Russian power generation and heat production

TWh

2021

2020

  Change
21/20

Russian power generation

28.6

27.1

6%

Russian heat production

17.1

16.4

4%

15

City Solutions

City Solutions is responsible for sustainable solutions for urban areas. The segment comprises heating, cooling, waste-to-energy, and other circular economy solutions, as well as solar power generation, services, and development of new biomass-based businesses. The business operations are located in the Nordics, Poland, and India. The segment has also included Fortum’s 50% holding in Stockholm Exergi Holding AB, which was a joint venture accounted for using the equity method. Stockholm Exergi Holding AB was divested in September 2021. The segment does not include the operations of Fortum’s subsidiary Uniper.

EUR million

2021

2020

  Change
21/20

Reported

Sales

1,302

1,075

21%

- heat sales

612

516

19%

- power sales

205

121

70%

- waste treatment sales 1)

250

252

-1%

- other sales 2)

236

186

27%

Operating profit

2,671

775

245%

Share of profits of associates and joint ventures

42

57

-26%

Capital expenditure and gross investments in shares

162

333

-51%

Number of employees

1,766

2,093

-16%

EUR million

2021

2020

  Change
21/20

Comparable

EBITDA

317

239

33%

Operating profit

135

47

187%

Share of profits of associates and joint ventures

42

57

-26%

Return on net assets, %

6.1

2.8

118%

Net assets (at period-end)

2,456

3,679

-33%

1)Waste treatment sales comprise gate fees at waste treatment plants and environmental construction services.

2)Other sales comprise mainly operation and maintenance services and fuel sales.

Heat sales volumes increased by 4% as temperatures were colder than usual especially during the first and fourth quarter of the year. This positive effect was partly offset by the divestment of the Baltic district heating business. The power sales volumes increased by 10%, mainly supported by a different production mix in the Finnish heat business and the commissioning of the new 250 MW solar power plant in Rajasthan, India. This positive effect was partly offset by the divestment of the Baltic district heating business.

Comparable operating profit increased by 187% mainly as a result of higher heat sales volumes in all heating areas, higher power prices, and higher Norwegian heat prices due to the price link between heat and power prices. Comparable operating profit increased also due to Solar including the total tax-exempt sales gains from the divestment of the 250-MW Pavagada II solar plant and the 250-MW Rajasthan solar plant in India from which EUR 11 million was recorded in the fourth quarter of 2021 and the rest is expected to be recorded during the first half of 2022. The profits

from the Pavagada and Rajasthan solar park divestments are recognised in comparable operating profit. In addition, the result was positively affected by operational improvements in the Recycling and Waste Solutions.

Operating profit was affected by EUR 2,536 (728) million of items affecting comparability, mainly related to the tax-exempt capital gains of EUR 2,350 million from the sale of the 50% ownership in Stockholm Exergi Holding AB, and EUR 254 million from the sale of the district heating business in the Baltics partly offset by the fair value change of non-hedge-accounted derivatives. (} Note 6).

Comparable share of profits of associates and joint ventures totalled EUR 42 (57) million, EUR 28 (46) million of which is related to the share of profit of Stockholm Exergi until September 2021. (} Note 6 and } Note 18)

In March 2021, Fortum announced that it had signed an agreement to sell its district heating business in the Baltics to Partners Group. In July 2021, Fortum concluded the sale. The total consideration of the sale amounted to approximately EUR 710 million.

In June 2021, Fortum made the investment decision to expand its lithium-ion battery recycling capacity by building a new state-of-the-art hydrometallurgical plant in Harjavalta, Finland. The investment of approximately EUR 24 million will increase Fortum’s hydrometallurgical recycling capacity and enable the production of sustainable battery chemicals. The new facility will be able to efficiently recover scarce metals from old electric vehicle lithium-ion batteries while also recycling various waste fractions derived throughout the battery supply chain.

In June 2021, Fortum announced that it had signed an agreement to divest the 250-MW Pavagada II and the 250-MW Rajasthan solar power plants in India to Actis. The parties also signed an agreement targeting potential further investments in solar power plants in India. The total consideration for the divestment on a debt- and cash-free basis, including the effect of deconsolidation of the net debt, amounted to approximately EUR 280 million. The sale of the 250-MW Pavagada II solar plant was concluded in October and the first phase of the Rajasthan plant in November.

In September 2021, Fortum concluded the sale of its 50% ownership in the Swedish district heating and cooling company Stockholm Exergi Holding AB to a consortium comprising APG, Alecta, PGGM, Keva, and AXA. The total consideration of the sale amounted to SEK 29.5 billion (approximately EUR 2.9 billion).

Heat sales by country

TWh

2021

2020

  Change
21/20

Finland

3.1

2.9

5%

Poland

3.8

3.4

13%

Norway

1.8

1.5

20%

Other countries

1.3

1.9

-32%

Total

10.0

9.6

4%

Power sales by country

TWh

2021

2020

  Change
21/20

Finland

1.3

1.0

30%

Poland

0.7

0.6

17%

Other countries

1.3

1.4

-7%

Total

3.3

3.0

10%

16

Consumer Solutions

Consumer Solutions is responsible for the electricity and gas retail businesses in the Nordics, Poland, and Spain, including the related customer service and invoicing businesses. Fortum is the largest electricity retail business in the Nordics, with approximately 2.2 million customers across different brands in Finland, Sweden, Norway, Poland, and Spain. The business provides electricity, as well as related value-added and digital services, mainly to retail customers.

EUR million

2021

2020

  Change
21/20

Reported

Sales

2,622

1,267

107%

- power sales

2,253

1,057

113%

- gas sales

225

139

61%

- other sales

144

70

106%

Operating profit

495

129

283%

Capital expenditure and gross investments in shares

68

57

19%

Number of employees

1,176

1,048

12%

EUR million

2021

2020

  Change
21/20

Comparable

EBITDA

123

153

-20%

Operating profit

52

90

-42%

Net assets (at period-end)

1,125

565

99%

The electricity sales volumes increased by 8% mainly due to clearly colder weather in the Nordics during the first and the fourth quarter and increased enterprise customer sales. Total sales revenue increased by 107%, driven by increased volumes and clearly higher prices in the Nordics. The gas sales volumes increased by 22%, mainly due to an increase in enterprise customers in Poland. Several new digital services were launched during the year, and new enterprise contracts were signed with customers in the energy, food processing, real estate, and retail industries.

Comparable operating profit decreased by 42%, mainly due to the high electricity purchase costs resulting from the high and volatile electricity market prices in the third and the fourth quarter and a reduction in the number of customers. Required additional electricity volumes were acquired in the spot market at prices that were clearly higher than the agreed customer prices, resulting in higher electricity purchase costs and negative margins. The negative effect was partially offset by increased unit margins resulting from active development and improvement of the service offerings.

Operating profit was affected by EUR 443 (39) million of items affecting comparability, due to the fair value change of non-hedge-accounted derivatives (} Note 6).

Sales volumes

TWh

2021

2020

  Change
21/20

Electricity

31.5

29.1

8%

Gas 1)

6.0

4.9

22%

1)Not including wholesale volumes.

Number of customers

Thousands 1)

2021

2020

  Change
21/20

Electricity

2,120

2,280

-7%

E-mobility 2)

70

60

17%

Gas

50

50

0%

Total

2,230

2,390

-7%

1)Rounded to the nearest 10,000.

2)Measured as quarterly paying customers.

17

Uniper

The Uniper segment comprises Fortum’s majority ownership in Uniper, a subsidiary of Fortum. Uniper is a leading international energy company with activities in more than 40 countries. Its business is the secure provision of energy and related services. Its main activities include power generation in Europe and Russia as well as global energy trading and optimisation, which Uniper reports in three businesses – European Generation, Global Commodities, and Russian Power Generation – in its financial statements. Approximately 50% of the power generating capacity is gas-based, 25% coal-based, approximately 15% hydro- or nuclear-based, and 10% is other. The segment includes Uniper’s proportionate share of OKG (} Note 1).

EUR million

2021

2020

  Change
21/20

Reported

Sales

105,992

44,514

138%

- power sales

28,365

16,994

67%

of which Nordic outright power sales 1)

644

373

73%

- heat sales

437

191

129%

- gas sales

59,577

22,176

169%

- other sales

17,612

5,154

242%

Operating profit

-4,901

29

-16,885%

Share of profits of associates and joint ventures

51

54

-5%

Capital expenditure and gross investments in shares

683

639

7%

Number of employees

11,494

11,751

-2%

EUR million

2021

2020

  Change
21/20

Comparable

EBITDA

1,789

856

109%

Operating profit

1,120

363

209%

Share of profits of associates and joint ventures 2)

39

38

2%

Net assets (at period-end)

4,971

7,432

-33%

1)The Nordic power sales income and volume includes hydro and nuclear generation, excluding minorities. It does not include thermal generation, minorities, customer business or other purchases.
2)Comparable share of profit/loss of associates and joint ventures for 2020 has been recalculated following the introduction of comparable net profit APM in 2021.

Fortum consolidated Uniper into its balance sheet as of 31 March 2020 and, from the second quarter of 2020, consolidated Uniper’s results into its income statement. In the first quarter of 2020, Uniper was consolidated as an associated company into Fortum’s income statement, presented in the Other segment. The main reason for the change in cumulative figures and in comparison to the year 2020 is thus the consolidation of Uniper.

Power generation volumes were supported by better availability of the thermal fleet, the commissioning of Datteln 4 in the second quarter of 2020, and the return to commercial operation of the gas-fired Irsching 4 and 5 generating units. Additionally, nuclear volumes increased due to higher availability.

Comparable operating profit amounted to EUR 1,120 (363) million. Predominantly Uniper’s gas business benefitted from the extraordinary market developments with volatile and rising prices, despite additional capital requirements. In the first quarter of 2020, Uniper was consolidated as an associated company.

The result of the European Generation business was driven by the commissioning of the Datteln 4 coal-fired power plant at the end of May 2020 and the return to regular commercial operation of the Irsching 4 and 5 gas-fired power plant units in the fourth quarter of 2020. In addition, higher revenues from the UK capacity market and higher production volumes in the nuclear business, due to higher availability, contributed to the improved result. This positive effect was more than offset by the lower result in the Dutch steam business stemming from outages in the third quarter and higher nuclear provisions in the fourth quarter. In addition, in the fossil business, the exceptionally positive margin contributions from the previous year could not be repeated.

The Global Commodities business benefitted from improved results in the international portfolio, driven by the unusual weather conditions in North America and Asian operations especially in the first quarter. The positive business activity in Asia was partly offset by a negative contribution from the trading of power and carbon and rescheduled LNG deliveries phasing earnings into 2022 and affecting the result of the fourth quarter. Despite the already strong performance in 2020, the result of the gas business further improved benefitting from extraordinary market conditions with volatile and rising gas prices especially during the second half of 2021.

The Russian Power Generation business was at almost the same level as in the previous year. The expiry of CSA payments for four units at the Shaturskaya, Surgutskaya, and Yaivinskaya power plants was more than offset by CSA payments from the commissioning of the Berezovskaya 3 power plant unit in May 2021 as well as by higher prices and volumes on the electricity market.

Operating profit was affected by EUR -6,021 (-333) million of items affecting comparability, mainly related to EUR -5,688 (-706) million of fair value change of non-hedge-accounted derivatives (} Note 6). The Uniper segment’s future cash flows are largely hedged with forward sell contracts; however as hedge accounting is not applied for most of the contracts, unrealised changes in the fair values of these derivative instruments are presented in items affecting comparability.

Comparable share of profits of associates and joint ventures totalled EUR 39 (38) million (} Note 6 and } Note 18).

In March 2021, amendments to the Russian Strategic Investment Law were approved. Based on the law, Fortum is allowed to own 100% of Uniper, the majority owner of Unipro PJSC. In July 2021, Fortum withdrew its earlier submitted application for merger control approval from the Russian Federal Antimonopoly Service under the Competition Law to further analyse the requirements of the scope and content of the filing process.

In April 2021, the German Federal Network Agency accepted the bid from the 757-MW Wilhelmshaven power plant as part of the second round of auctions for the closure of hard-coal-fired power plants. Power generation at the plant ended in December 2021, one year earlier than previously announced. Uniper plans to establish a German national hub for hydrogen in Wilhelmshaven, including an import terminal for green ammonia (‘ammonia cracker’) and a 410-MW electrolysis plant in connection with the terminal. Uniper is working on a feasibility study and no final investment decision has been made.

In 2021, Uniper started legal proceedings on the Dutch coal phase-out law for the intended 2030 coal exit, as it does not provide appropriate compensation for investments made. Uniper also has the ambition to convert the Maasvlakte site into an ecosystem for sustainable energy production.

In April 2021, Uniper published a stock exchange release (‘ad-hoc’) with a positive update of its earnings guidance for 2021.

In July 2021, the German Federal Network Agency confirmed the essential status of the Heyden 4 hard-coal power plant as a reserve power plant until the end of September 2022. Also, in July 2021, the German Federal Network

18

Agency accepted the bid from the 345-MW Scholven C power plant as part of the third round of auctions for the closure of hard-coal-fired power plants. The commercial power generation at the plant will end as early as the end of October 2022, slightly earlier than previously announced.

In August 2021, the Higher Administrative Court of North Rhine-Westphalia (OVG) declared in three parallel proceedings that the City of Datteln’s 2014 development plan for the Datteln 4 hard-coal-fired power plant are invalid at the request of the City of Waltrop, BUND NRW, and four private individuals. Specifically, the OVG held that the City of Datteln’s development plan is based on a deficient regional plan. The court did not admit an appeal. Uniper is a joined party to the proceedings as the permit owner and thus has the right to appeal. In October 2021, Uniper filed complaints against the non-admission of the appeal in relation to the judgements. The City of Datteln, as the direct defendant in the proceedings, has also filed non-admission complaints.

In August 2021, Uniper announced the decisions to accelerate the coal phase-out in the UK by closing one 500-MW unit of the Ratcliffe hard coal-fired power plant as early as at the end of September 2022 and the closure of the remaining three units by the end of September 2024 at the latest.

In September 2021, Fortum and Uniper announced cooperation in offering nuclear decommissioning and dismantling services for nuclear companies. See further details in the Generation segment.

In September 2021, Uniper announced that it was exploring the opportunity of restarting the Happurg pumped storage power plant. The plant has an output of 160 MW and can store water with energy for approximately 850 MWh of electricity making it the largest pumped storage power plant in Bavaria. With effect from the end of September, Uniper transferred its shares in the Schkopau power plant near Halle/Saale, the last investment in a lignite-fired power plant in the European portfolio. The sale follows the company's strategic goal of accelerating the phase-out of coal-fired power generation and becoming climate-neutral in Europe by 2035.

In October, after a strategic review, Uniper announced plans to fundamentally restructure its Engineering business, which has a total of 1,100 employees mainly located in Germany and the United Kingdom. Under the plans, the future engineering competencies will be solely focused on operating Uniper’s own assets and on the growth priorities of decarbonization and green customer solutions

In October 2021, Uniper published a stock exchange release (‘ad-hoc’) with a positive update of its earnings guidance for 2021.

In December 2021, Uniper announced that the Staudinger 5 power plant had been awarded the contract by the BNetzA and that commercial electricity generation would therefore be discontinued by the end of May 2023 at the latest and the power plant would be shut down.

In December 2021, Novatek and Uniper announced that they had signed a term-sheet on the long-term supply of low-carbon ammonia. Up to 1.2 million tonnes will be delivered to Uniper customers in Germany and northwest ern Europe in the future.

For further information, see Uniper’s year-end 2021 results published on 23 February 2022.

Power generation by source

TWh

2021

2020

  Change
21/20

Hydropower, Nordics

8.1

6.8

19%

Nuclear power, Nordics

12.9

7.6

70%

Hydropower, Central Europe

4.9

3.3

48%

Thermal power, Central Europe

40.9

22.1

85%

Thermal power, Russia

43.2

28.5

52%

Total

110.0

68.3

61%

Nordic sales volume

TWh

2021

2020

  Change
21/20

Nordic sales volume

21.4

14.6

47%

of which Nordic outright power sales volume 1)

21.0

14.4

46%

1)The Nordic outright power sales volume includes hydro and nuclear generation. It does not include thermal generation, minorities, customer business, or other purchases.

Sales price

EUR/MWh

2021

2020

  Change
21/20

Uniper's Nordic achieved power price 1)

30.7

26.0

18%

Average capacity price for Uniper CCS and other, tRUB/MW/month 2) 3)

160

136

18%

Average capacity price for Uniper CSA, tRUB/MW/month 3)

1,488

951

56%

Average capacity price for Uniper, tRUB/MW/month

293

261

12%

Achieved power price for Uniper in Russia, RUB/MWh 4)

1,643

1,554

6%

Achieved power price for Uniper in Russia, EUR/MWh 4) 5)

18.9

18.8

1%

1)Uniper’s Nordic achieved power price includes hydro and nuclear generation. It does not include thermal generation, minorities, customer business, or other purchases.

2)Including capacity receiving payments under "forced mode status", regulated tariffs, and bilateral agreements.

3)Capacity prices paid for the capacity volumes, excluding unplanned outages, repairs, and own consumption.

4)Comparable prices changed from previously reported.

5)Translated using the average exchange rate.

19

Capital expenditures, divestments, and investments in shares

EUR million

2021

2020

Capital expenditure

Intangible assets

120

124

Property, plant and equipment

997

1,022

Total

1,116

1,146

Gross investments in shares

Subsidiaries

210

3,646

Associated companies and joint ventures

44

119

Other investments

36

42

Total

290

3,807

In 2021, capital expenditures and investments in shares totalled EUR 1,407 (4,941) million. Capital expenditures were EUR 1,116 (1,146) million (} Note 3 and } Note 6).

Fortum expects to start, or has started, power and heat production capacity of new power plants and expects to upgrade its existing plants as follows:

Type

Electricity capacity
MW


  Heat capacity
MW

  Supply starts/ started

Generation

Pjelax-Böle and Kristinestad Norr,
Finland

Wind

380

Q2/2024

City Solutions

Suomenoja, Finland

Heat pump

20

June 2021

Rajasthan, India

Solar

250

Q1/2021 and Q2/2021

Uniper

Irsching 6, Germany

Gas

300

Q4/2022

Scholven, Germany

Gas

137

125

Q4/2022

Killingholme and Grain, UK

Grid stability

Q1/2022 and Q2/2022

Surgutskaya 1, Russia

Gas

20

Q1/2022

Surgutskaya 2, Russia

Gas

20

Q4/2026

Surgutskaya 3, Russia

Gas

20

Q4/2027

Surgutskaya 4, Russia

Gas

20

Q4/2025

Surgutskaya 6, Russia

Gas

20

Q3/2024

Generation

In January 2021, Fortum announced that it had finished the construction of two new wind parks in the Nordics: Kalax in Finland and Sørfjord in Norway which subsequently started generating CO2-free energy for the Nordic market. The wind parks are part of the transaction concluded in 2020 with Energy Infrastructure Partners AG (EIP), and Fortum’s ownership is 20%.

In February 2021, Fortum completed the sale of eight small hydropower plants in Sweden with an average annual power generation of 0.1 TWh to Downing Renewables & Infrastructure Trust plc and recording a tax-exempt capital gain of EUR 50 million.

In March 2021, Fortum announced a substantial investment in dam safety in Sweden for extensive rebuild of the over 100-year-old Forshuvud hydropower plant. Fortum is investing more than SEK 450 million (approximately EUR 44 million) during 2021–2025. This investment guarantees an extended lifetime for the power plant as a supplier of renewable electricity and balancing power for more weather-dependent types of power.

On 22 December 2021, Fortum announced the first investment by the joint team of Fortum and Uniper for wind and solar businesses in Europe. Fortum decided to construct the 380-MW Pjelax-Böle and Kristinestad Norr wind parks in Närpes and in Kristinestad in Finland in partnership with the Finnish energy company Helen Ltd. Construction started in January 2022 and the wind parks are expected to be fully operational at the latest in the second quarter of 2024. Fortum has a 60% majority and Helen holds a 40% minority ownership in the project, and the investment will be consolidated on Fortum’s balance sheet. The total capital expenditure of the projects is approximately EUR 360 million, of which Fortum’s share is EUR 216 million.

Russia

Together with its joint ventures in Russia, Fortum holds the largest portfolio of wind and solar power parks and projects in Russia, approximately 3.4 GW. Once operational, the wind and solar parks receive a guaranteed CSA price for a period of 15 years.

In 2017 and 2018, the Fortum-Rusnano wind investment fund (joint venture, Fortum's ownership 50%) won the right to build a total of 1,823 MW of wind capacity in CSA auctions. During the second half of 2020, the Fortum-Rusnano wind investment fund sold the 50-MW Ulyanovsk 2 and the 300-MW Rostov wind parks to the Fortum-RDIF joint venture. In June 2021, the Fortum-Rusnano wind investment fund additionally sold the 200-MW Kalmykia wind parks to the Fortum-RDIF joint venture. In December 2021, the Fortum-Rusnano wind investment fund started commercial operation of wind farms with a total capacity of 478 MW in the Astrakhan, Volgograd and Rostov regions.

In 2018 and 2019, Fortum won the right to build a total of 116 MW of solar capacity in CSA auctions. In March 2021, Fortum announced the sale of the solar power project to the Fortum-RDIF joint venture and decided to construct the solar power plant through this joint venture. In December 2021, 78 MW of the capacity was commissioned, and the remaining part will be commissioned in the second half of 2022.

In June 2021, the Fortum-Rusnano wind investment fund made an investment decision on the construction of wind power parks with a total capacity of 237 MW in the Samara region in Russia. The investment decision is based on an agreement with the Government of the Samara Region that envisages construction of wind parks with a total capacity of up to 300 MW in the region in 2022–2023. In September 2021, groundbreaking was done, and commissioning of the wind parks is expected in the fourth quarter of 2022.

20

In July 2021, Fortum signed an agreement to sell its Argayash coal-fired CHP plant to AO JSC Rusatom Smart Utilities. In September 2021, the transaction was concluded. Following the decision earlier in 2021 to transition to gas at Chelyabinsk CHP-2, this transaction will allow the Russia Division to discontinue its use of coal by the end of 2022 and reduce annual CO2 emissions by approximately 2 million tonnes.

In September 2021, Fortum announced that the Fortum-Rusnano wind investment fund was awarded annual CSA remuneration in the range of RUB 16.9–23.8 billion (inflation adjusted) for new wind power generation in the latest Russian renewables’ auction. This corresponds to wind capacity of approximately 430–530 MW per annum (a maximum of 1.4 GW) to be commissioned during years 2025–2027. The number of gigawatts ultimately to be constructed is subject to separate investment decisions. The average nominal price is expected to be in the range of RUB 2,600–4,200 per MWh (inflation adjusted) during the 15-year CSA period from commissioning.

The investment decisions related to the solar and wind capacities won by Fortum and the Fortum-Rusnano wind investment fund in the Russian CSA auctions in 2017, 2018, 2019, and 2021 are made on a case-by-case basis. Fortum’s maximum equity commitment is RUB 15 billion.

City Solutions

In March 2021, Fortum announced that it had signed an agreement to sell its district heating business in the Baltics to Partners Group. In July 2021, Fortum concluded the sale. The total consideration of the sale amounted to approximately EUR 710 million. Fortum recorded a tax-exempt capital gain of EUR 254 million in the City Solutions segment’s third-quarter 2021 results.

In March 2021, Fortum commissioned 150 MW of the 250-MW Rajasthan solar park in India. The remaining 100 MW was commissioned in May 2021.

In June 2021, Fortum made the investment decision to expand its lithium-ion battery recycling capacity by building a new state-of-the-art hydrometallurgical plant in Harjavalta, Finland. The investment, estimated at EUR 24 million, will increase Fortum’s hydrometallurgical recycling capacity and enable the production of sustainable battery chemicals. The plant is expected to be taken into operation in 2023. In March, Fortum’s hydrometallurgical battery recycling operations were shortlisted for the EU’s Innovation Fund for low-carbon technologies.

In June 2021, Fortum announced that it had signed an agreement to divest the 250-MW Pavagada II and the 250-MW Rajasthan solar power plants in India to Actis. The parties also signed an agreement targeting potential further investments in solar power plants in India. The total consideration for the divestment on a debt- and cash-free basis, including the effect of deconsolidation of the net debt amounted to approximately EUR 280 million. The sale of the 250-MW Pavagada II solar plant was concluded in October and the first phase of the Rajasthan divestment in November.

In September 2021, Fortum concluded the sale of its 50% ownership in the Swedish district heating and cooling company Stockholm Exergi Holding AB to a consortium comprising APG, Alecta, PGGM, Keva, and AXA. The total consideration of the sale amounted to SEK 29.5 billion (approximately EUR 2.9 billion). Fortum recorded a tax-exempt capital gain of EUR 2,350 million in the City Solutions segment’s third-quarter 2021 results.

Uniper

In February 2020, Uniper signed an agreement to sell its 58% stake in Schkopau, a lignitefired power plant in SaxonyAnhalt in eastern Germany, to Saale Energie GmbH, a subsidiary of the Czech energy producer EPH, which owns 42%. The transfer of ownership took place on 1 October 2021.

Other Operations

In June 2021, Fortum signed an agreement to sell a majority share of its carbon removal startup Puro.earth to Nasdaq, a multinational financial services company. The partnership will create a shared ownership structure designed to accelerate Puro.earth’s global growth and long-term market development. Puro.earth is the first marketplace to offer carbon removal from the atmosphere that is verifiable and tradable through an open, online platform.

Research and development

Sustainability is at the core of Fortum’s strategy and, alongside Fortum’s current businesses, the company is carefully exploring and developing new sources of growth within clean energy solutions.

Fortum’s goal is to be at the forefront of energy technology and application development. To accelerate innovation and the commercialization of new offerings, Fortum is strengthening its in-house innovation and digitalization efforts and building partnerships with leading global suppliers, technology and service companies, and research institutions. Fortum makes direct and indirect investments in start-ups that have promising new innovations focused on decarbonization, flexibility, clean gas or accelerate the transition towards a circular economy. Fortum also invests in technologies that support better utilization of the current asset base and that can create new markets and products for Fortum. The company is continuously looking for emerging clean energy solutions and for solutions that increase resource and system efficiency.

The Group reports its R&D expenditure on a yearly basis. In 2021, Fortum’s R&D expenditure was EUR 61 (56) million, or 0.1% (0.1%) of sales.

2021

2020

2019

  Change
21/20

R&D expenditure, EUR million

61

56

67

9%

R&D expenditure, % of sales

0.1

0.1

1.2

Changes in Group management

In February 2021, Bernhard Günther started as Chief Financial Officer (CFO) and member of Fortum’s Executive Management.

In March 2021, Klaus-Dieter Maubach, member of Fortum’s Board of Directors, announced his resignation from the Board, as he had been elected the CEO of Uniper. Fortum's Shareholders' Nomination Board evaluated the Board of Directors' ability to function and concluded, based on the recommendation of the Board of Directors, that the Board had full capacity to continue in its current composition until the 2021 Annual General Meeting (AGM).

In March 2021, Tiina Tuomela was appointed the new CFO of Uniper and consequently stepped down from her position at Fortum. Simon-Erik Ollus, was appointed Executive Vice President of Fortum’s Generation division and member of Fortum’s Executive Management with immediate effect.

In March 2021, Nebahat Albayrak was appointed Senior Vice President Corporate Affairs, Safety, and Sustainability and member of Fortum's Executive Management. Ms Albayrak assumed the role on 1 June 2021. She succeeded Arto Räty, who retired at the end of October 2021.

21

In April 2021, Sirpa-Helena Sormunen was appointed as Uniper’s new General Counsel and Chief Compliance Officer and Risto Penttinen was appointed as Uniper’s new Executive Vice President, Strategy, Corporate Development and M&A. Nora Steiner-Forsberg was appointed Fortum’s General Counsel and member of Fortum’s Executive Management, and Eveliina Dahl was appointed Senior Vice President, People and Procurement and member of Fortum’s Executive Management, All appointments were effective as of 1 May 2021.

Mr Günther, Mr Ollus, Ms Albayrak, Ms Steiner-Forsberg, and Ms Dahl report to President and CEO Markus Rauramo.

In November 2021, Arun Aggarwal, Senior Vice President, Business Technology left his position at Fortum. He was succeeded by Sanna Pekari, M.Sc. (Civil Eng.), MBA. Sanna Pekari is not a member of the Fortum Management Team but is reporting directly to the President and CEO, Markus Rauramo.

Annual General Meeting 2021

The AGM of Fortum Corporation was held on 28 April 2021. The AGM adopted the Financial Statements and the Consolidated Financial Statements for the financial period 1 January-31 December 2020 and discharged from liability for the year 2020 all persons who acted as members of the Board of Directors and as President and CEO during the year 2020.

The AGM decided that a dividend of EUR 1.12 per share be paid for the financial year that ended on 31 December 2020. The record date was 30 April 2021, and the dividend of EUR 995 million was paid on 7 May 2021.

The AGM supported the Remuneration Report for the company’s governing bodies.

The AGM confirmed the remuneration for the Board of Directors for the upcoming term as follows: for the chair EUR 77,200 per year, for the deputy chair EUR 57,500 per year, for a member EUR 40,400 per year, and for the Board member acting as the chair of the Audit and Risk Committee EUR 57,500 per year if he or she is not simultaneously acting as chair or deputy chair of the Board. In addition, a fee of EUR 600 will be paid for each Board meeting and Board Committee meeting. For Board members living outside Finland in Europe, the fee for each meeting will be doubled, and for Board members living outside Europe, the fee for each meeting will be tripled. For Board members living in Finland, the fee for each Board and Board Committee meeting will be doubled for meetings held outside Finland and tripled for meetings held outside Europe. For Board and Committee meetings held as a telephone conference, the fee will be paid as single to all members.

The AGM decided that the Board of Directors will consist of seven members. Mr Veli-Matti Reinikkala was elected as chair, Ms Anja McAlister as deputy chair, and Ms Essimari Kairisto, Mr Teppo Paavola, Mr Philipp Rösler, and Ms Annette Stube were re-elected as members. Ms Luisa Delgado was elected as a new member.

In addition, Deloitte Oy was re-elected as the auditor with Jukka Vattulainen, APA, as the responsible auditor. The auditor's fee is paid pursuant to an invoice approved by the company.

The AGM authorised the Board of Directors to decide on the repurchase and disposal of the company's own shares up to 20,000,000 shares, which corresponds to approximately 2.25 % of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation. These authorisations cancelled the authorisation resolved by the AGM of 2020 and will be effective until the next AGM and in any event no longer than for a period of 18 months. These authorisations have not been used as per 2 March 2022.

The AGM authorised the Board of Directors to decide on contributions of a maximum of EUR 500,000 for charitable or similar purposes and to decide on the recipients, purposes, and other terms of the contributions. The authorisation will be effective until the next AGM. As per 2 March 2022, a contribution of 300,000 euros of this authorisation has been used.

Board decisions

At the meeting held after the AGM 2021, Fortum’s Board of Directors elected to the Nomination and Remuneration Committee: Veli-Matti Reinikkala as chair and Luisa Delgado and Anja McAlister as members.

Furthermore, the Board elected to the Audit and Risk Committee: Essimari Kairisto as chair and Teppo Paavola, Philipp Rösler, and Annette Stube as members.

Shareholders’ Nomination Board

On 6 September 2021, Mr Kimmo Viertola, Director General, Prime Minister's Office, Ownership steering department (Chairman), Mr Jouko Pölönen, President and CEO, Ilmarinen Mutual Pension Insurance Company, and Mr Risto Murto, President and CEO, Varma Mutual Pension Insurance Company were appointed to Fortum’s Shareholders’ Nomination Board. In addition, Veli-Matti Reinikkala, the Chairman of Fortum's Board of Directors is a member of the Shareholders’ Nomination Board.

Other major events during the reporting period

On 30 September 2021, Fortum’s Board of Directors decided to launch the savings period for year 2022 under its Employee Share Savings (ESS) programme. The ESS programme was established in October 2019; the Board of Directors decides separately on the annual launch of each individual savings period. The total amount of all savings for the 2022 savings period may not exceed EUR 6 million.

On 17 December 2021, Fortum’s Board of Directors decided to commence the 2022–2024 long-term incentive (LTI) plan for key employees and executives. The 2022–2024 LTI plan is part of Fortum's ongoing LTI programme and follows the same principles as the previous plan. The performance measures applied to the 2022–2024 LTI plan will be based on the total shareholder return measured relative to the peer group comprising selected European utility and gas companies, as well as a target linked to the reduction of absolute CO2 emissions based on fossil fleet review addressing the Group’s European generation portfolio. The rewards related to the 2022–2024 LTI plan will be paid in the spring 2025, assuming that the performance targets are achieved. The 2022–2024 LTI plan will comprise a maximum amount of approximately 140 participants, including the members of Fortum Executive Management. The Board of Directors also decided to commence the 2022–2024 restricted share (RS) plan as a supplement to the LTI programme and reserve shares that potentially will be delivered in spring 2025. The maximum amount of shares of the plan that may be delivered as a reward is expected to be approximately 620 000 shares for the 2022–2024 LTI plan and 60 000 shares for the 2022–2024 RS plan.

On 20 December 2021, Fortum Group announced to have set a reduction target for Scope 3 indirect greenhouse gas emissions as part of its ambitious decarbonisation agenda. The target is to reduce Scope 3 indirect emissions by 35% by 2035 at the latest, compared to the base year 2021. Fortum and Uniper account resellers in addition to end-users in the Scope 3 indirect emissions. The Scope 3 target confirms the Group-level commitment to achieve carbon neutrality at the latest by 2050 and is in line with the objectives of the Paris Agreement. In December 2020, Fortum Group announced that in European power generation it is committed to reduce CO emissions (Scopes 1 and 2) by at least 50% by 2030 (base year 2019) and to be carbon neutral at the latest by 2035.

22

Key drivers and risks

For comments on the geopolitical uncertainty due to Russia’s invasion on Ukraine, imposed sanctions and possible future sanctions and counter sanctions and their possible impacts on Fortum Group’s Russian business and assets, please see section ‘Events after the balance sheet date’.

Fortum’s financial results are exposed to a number of financial, operational, strategic, and sustainability-related risks. Fortum is exposed to these risks both directly and indirectly through its subsidiaries, associated companies, and joint ventures. The principal associated companies and joint ventures are TVO, Forsmarks Kraftgrupp AB, Kemijoki Oy, and TGC-1. For more information, please see each respective company’s annual report.

Fortum is the majority shareholder of Uniper. However, Uniper remains a separate listed company operating under German law and regulations and with its own risk management systems. As per the end of the fourth quarter 2021, credit risk, market risk, legal risk, political and regulatory risk, financial risk, and asset project risk are the major sources of uncertainty for Uniper’s financial performance. During the fourth quarter the key commodity prices Uniper is exposed to significantly increased, with the short- to mid-term gas future prices reaching unprecedented levels. Although this development is positive for Uniper’s earnings, the cash flow risks have increased as especially the margining requirements from Uniper’s hedges have grown, and the risk of further margin calls has increased in light of elevated market volatility. For more information about Uniper’s risk management systems and risk exposures, please see Uniper’s Annual report for 2021.

The increasing geopolitical tensions pose a risk for the Fortum Group, the impacts of which have been assessed. The increasing geopolitical tensions and further escalation could, for example lead to curtailments of physical gas deliveries to Uniper which may require Uniper to source gas in the market at higher prices. In addition, counterparties of the Fortum Group could become subject to sanctions, which may impact current or future business relations. Fortum is actively monitoring the situation in order to ensure continued compliance with prevailing rules and applicable sanctions laws. Moreover, Germany has halted the certification of the Nord Stream 2 gas pipeline for time being. Uniper is currently analysing potential effects of the halted certification process on its financial position, net assets, and operational results. Both Fortum and Uniper are continuing to monitor the situation closely and constantly preparing adapted mitigation measures to minimise the impact of an escalation to Fortum Group.

One of the key factors influencing Fortum’s business performance is the Nordic electricity wholesale price. In the Nordics, power prices exhibit significant short- and long-term variations on the back of several factors, including but not limited to weather conditions, outage patterns in production and transmission lines, CO2 emission allowance prices, fuel prices, and the supply-demand balance. Fortum uses hedging in order to limit the exposure to fluctuations in power prices and reports on the hedging levels quarterly (see ‘Outlook’).

For Fortum’s Russian businesses, the key drivers are economic growth, the rouble exchange rate, and the regulation of the power and heat business. A key profitability driver is the received payments based on the CSA contracts and CCS auctions. The main part of Fortum’s generation capacity built after 2007 is entitled to CSA payments for approximately 10 years after commissioning and approximately 15 years for renewable generation. The CSA payments are adjusted for, among other factors, the Government bond yield, the rate of return, the consumer price index (CPI), and earnings from the electricity-only (spot) market (done every three and six years after commissioning of a unit). In addition, thermal power plants are entitled to clearly higher CSA payments starting approximately six years after commissioning.

Fortum is exposed to liquidity and refinancing risks primarily through the need to finance the Group’s business operations, including margining and collaterals issued for commercial activities. As a result of the recent volatility increase in commodity prices, the cash flow risk related to margin calls on the Group’s hedges has increased. In the fourth quarter, further mitigating actions were taken to increase liquidity and reduce the positions exposed to margin calls.

Fortum has cash flows, assets, and liabilities in currencies other than the euro and is therefore exposed to fluctuations in exchange rates. Currency risk arises mainly from physical and financial trading of commodities, existing and new investments, external financing, as well as internal loans and shareholder loans within the Group. The main currency exposures are toward euro/Swedish krona, euro/Russian rouble, and euro/British pound sterling, arising from Fortum’s extensive operations in Sweden, Russia, and the United Kingdom.

Fortum’s business activities include energy generation, storage, distribution, and control of operations, as well as the construction, modernisation, maintenance, and decommissioning of power plants or other energy industry facilities. Any unwanted operational event (which could be caused by e.g. technical failure, human or process error, natural disasters, sabotage, failure of key suppliers, or terrorist attack) can endanger personal safety or lead to environmental or physical damage, business interruptions, project delays, and possible third-party liability. The associated costs can be high, especially in the Group’s largest units and projects.

During 2020 and 2021, the Covid-19 pandemic resulted in new and partly unexpected risks as societies and governments across the world implemented drastic measures to contain the spread of the disease. Although the impacts for Fortum have so far been limited, and the situation compared to the end of 2020 has improved, the risks related to a prolonged pandemic cannot be ruled out. The main risk factors include lower commodity prices, decreased demand, increased risk of credit defaults and delayed payments, project delays, and increased risk of operational incidents or prolonged maintenance as a result of travel restrictions, absence of key personnel, as well as difficulties in obtaining key materials and spare parts. Fortum is closely monitoring the development of the pandemic and its potential impacts.

For further information about Fortum’s risks and risk management systems, see the } Risk management section of the Operating and financial review and } Note 4.

Outlook

Hedging

At the end of 2021, approximately 75% of the Generation segment’s estimated Nordic power sales volume was hedged at EUR 34 per MWh for 2022 (at the end of the third quarter of 2021: 65% at EUR 32 per MWh) and approximately 50% at EUR 31 per MWh for 2023 (at the end of the third quarter of 2021: 40% at EUR 31 per MWh).

At the end of 2021, approximately 80% of the Uniper segment’s estimated Nordic power sales volume was hedged at EUR 18 per MWh for 2022 (at the end of the third quarter of 2021: 85% at EUR 22 per MWh), approximately 60% at EUR 18 per MWh for 2023 (at the end of the third quarter of 2021: 55% at EUR 21 per MWh) and approximately 20% at EUR 30 per MWh for 2024.

The reported hedge ratios are based on the hedges and power generation forecasts of the Generation segment and the forecasts of the Uniper segment’s Nordic generation. The underlying generation assets and definition of hedges differ to some extent and thus are not fully comparable.

The reported hedge ratios may vary significantly, depending on Fortum’s and Uniper’s actions on the electricity derivatives markets. Hedges are mainly financial contracts, most of them electricity derivatives quoted on Nasdaq Commodities.

Capital expenditure

Fortum estimates its capital expenditure, including maintenance but excluding acquisitions, to be approximately EUR 1,500 million in 2022, of which the share of maintenance capital expenditure is estimated to be approximately EUR 800 million, well below the level of depreciation.

23

Generation

The Generation segment’s achieved Nordic power price typically depends on factors such as hedge ratios, hedge prices, spot prices, availability and utilisation of Fortum’s flexible generation portfolio, as well as currency fluctuations. Excluding the potential effects from changes in the power generation mix (currently approximately 45 TWh), a EUR 1 per MWh change in the Generation segment’s achieved Nordic power price will result in an approximately EUR 45 million change in the segment’s annual comparable operating profit. The achieved power price also includes the results of optimisation of Fortum’s hydro and nuclear generation, as well as operations in the physical and financial commodity markets.

Russia

In the Russia segment, the financial effect of the CSAs is expected to be negative in 2022, due to the impact of the expiry of the CSA period of one generation unit, partly offset by a higher bond yield.

For comments on the geopolitical uncertainty due to Russia’s invasion on Ukraine, imposed sanctions and possible future sanctions and counter sanctions and their possible impacts on Fortum Group’s Russian business and assets, please see section ‘Events after the balance sheet date’.

Uniper

Excluding the potential effects from changes in the power generation mix, a EUR 1 per MWh change in the Uniper segment’s power sales price for outright generation (hydro and nuclear, currently approximately 25 TWh) will result in an approximately EUR 25 million change in the segment’s annual comparable operating profit. Uniper also has generation other than hydro and nuclear power, and the sensitivity for that generation is different and is not included in the previously mentioned sensitivity.

With regard to Uniper, reference is made to the guidance that the company publishes quarterly.

Income taxation

In 2022, the comparable effective income tax rate (excluding items affecting comparability) for Fortum is estimated to be in the range of 22-25%. Following the consolidation of Uniper, the weight of the profit in different jurisdictions has resulted in an upward trend in the lower end of the range of the tax rate guidance currently driven by the higher nominal tax rates in the Group’s major operating countries.

Possible impacts, if any, of a global minimum tax as stated in the proposed EU directive from 20 December 2021, are not taken into account in this guidance.

Events after the balance sheet date

On 24 February 2022, Russia started a widespread invasion into Ukraine. As a consequence, the US, the EU and the UK amongst others have imposed sanctions targeting Russia’s ability to access capital and financial markets, sanctioning numerous individuals and banks; as well as trading in general. These sanctions and possible counter sanctions as well as further reactions by the US, the EU and the UK could impact Fortum’s operations in Russia.

Meanwhile, uninterrupted gas supply from Russia to Europe has continued. Fortum’s Russian operations are also running normally.

Given the uncertainty and risks arising from the geopolitical situation, including imposed sanctions and possible future sanctions and counter sanctions and their consequences, there may be significant impact to the fair values and economic lives of assets; as well as on the commodity prices and related margining requirements in Europe. The book value of Fortum’s Russian assets, including the exposure in the Nord Stream 2 pipeline project, was approximately EUR 5.5 billion as of 31 December 2021. Fortum is currently assessing the impact of recent developments and mitigating measures, and specifically the following:

Germany has halted the certification of the gas pipeline Nord Stream 2, while the US has sanctioned Nord Stream 2 AG, its subsidiaries and the CEO. Fortum has, within its Uniper segment, a financial receivable of approximately EUR 1 billion related to the Nord Stream 2 pipeline project.
The Russian rouble (RUB) has depreciated significantly from the closing rate as of 31 December 2021. If this prevails, it has a negative translation impact on Fortum Group’s earnings, assets and liabilities denominated in RUB.
The above-mentioned events have led to an increase in European commodity prices and corresponding margining outflows for the Fortum Group. Due to the de-risking and financing measures taken, this has not materially deteriorated Fortum’s overall liquidity situation.

Fortum actively monitors the situation in order to ensure continued compliance with prevailing rules and applicable sanctions laws.

See the Risk management section in the Operating and financial review.

On 18 January 2022, Fortum announced that 1.3 GW portfolio of wind projects is being transferred from the Fortum-Rusnano wind investment fund (50/50 joint venture) to a joint venture recently established with Bank GPB. Upon the transfer, the joint venture of Fortum-Rusnano wind investment fund will be dissolved.

24

Sustainability

Sustainability at Fortum

Introduction

This section covers Fortum’s non-financial reporting in accordance with the Finnish Accounting Act 1336/1997, Securities Market Act 746/2012 and Limited Liability Companies Act 624/2006. It also includes disclosures prepared in accordance with the EU Taxonomy Regulation Delegated Act of 6 July 2021. The reporting scope includes Uniper, which Fortum has consolidated as a subsidiary as of 31 March 2020.

In this report, selected sustainability key performance indicators that include Uniper are disclosed. Indicators following the same calculation principles have been consolidated and are disclosed as one figure. In cases where the definitions currently differ, only one figure for Fortum, excluding Uniper, is presented. No historical figures have been restated.

Fortum Group’s business model is described in } Note 6.

Uniper is a listed company in Germany and has its own sustainability processes, approach, and standalone interim and annual sustainability reporting. Uniper also prepares and publishes a Combined Separate Non-Financial Report in accordance with §315c in conjunction with §289c to §289e of the German Commercial Code. Uniper stand-alone disclosures prepared in accordance with the EU Taxonomy Regulation Delegated Act of 6 July 2021 are included in Uniper’s Combined Separate Non-Financial Report.

Material non-financial aspects

Fortum’s non-financial reporting includes information on the four mandatory aspects defined in the Finnish Accounting Act. These are: environmental matters, social and personnel matters, respect for human rights, and prevention of corruption and bribery.

Fortum reassessed its material topics in 2021. The materiality analysis was based on internal and external stakeholder surveys, including some 800 respondents, and an extensive desktop review of potential business impact with regard to regulation and expectations of capital markets. The desktop review also included an assessment of peers’ material sustainability aspects and media analysis as well as an analysis of the correlation between the topics and the UN sustainable development goals (SDGs).

Based on the materiality analysis, Fortum’s updated sustainability priority areas are:

Climate and resources

Personnel and society

Governance

Climate change and GHG emissions

Health, safety, and wellbeing

Business ethics and compliance

Emissions to air, land, and water

Diversity, equity, and inclusion

Corporate governance

Energy efficiency

Fair and attractive employer

Innovation and digitalisation

Circular economy and waste management

Human rights

Shared value creation

Biodiversity

Stakeholder engagement

Customer rights and satisfaction

Secure and affordable energy supply

Just transition

Water use and optimisation

Corporate citizenship

Fortum’s sustainability performance is monitored and disclosed in interim and annual reporting. Fortum publishes an annual Sustainability Report with more extensive information on Fortum’s sustainability performance.

Sustainability targets

Fortum updated its climate targets aligned with the goals of the Paris Agreement in December 2020 and is committed to carbon neutrality by 2050 at the latest. The target covers direct CO2 emissions (Scope 1) and indirect CO2 emissions (Scope 2 and 3). Fortum’s roadmap to reduce emissions in Europe has also been defined. Fortum is committed to at least a 50% reduction in CO2 emissions (Scope 1 and 2) in its European generation by 2030 (compared to base-year 2019) and to be carbon neutral (Scope 1 and 2) by 2035 at the latest.

Scope 3 emissions play a significant role in Fortum’s total emissions. In December 2021, Fortum committed to reduce Scope 3 greenhouse gas emissions by 35% by 2035 at the latest (compared to base-year 2021).

Fortum had a target for biodiversity to conduct a minimum of 12 major voluntary measures that improve the living conditions of species and strengthen populations, covering all countries where Fortum has hydropower production, for 2021. The projects focus on threatened species or habitats, in particular, and in 2021 included restoring aquatic and terrestrial habitats, improving fish migration and migratory fish populations, and combating invasive species.

For Fortum, excellence in safety and caring about both its own employees and contractors is the foundation of the company’s business and an absolute prerequisite for efficient and interruption-free production. Fortum’s safety target is measured as Total Recordable Injury Frequency (TRIF), for own personnel and contractors, and the ambitious goal is <1.0 by the end of 2025. Fortum also had a target for Lost Time Injury Frequency (LTIF), for own personnel and contractors: ≤1.2 in 2021.

25

Both Fortum and Uniper are supporters of the Task Force on Climate-related Financial Disclosures (TCFD). Fortum has a long-standing focus on mitigating climate change and adopted the reporting recommendations of the TCFD starting from the financial year 2019. Uniper disclosed its first TCFD report for 2021 as part of its non-financial reporting.

Fortum executed a review of its lobbying activities and practices during 2021. The review was published in December 2021 and is publicly disclosed on Fortum’s website. The summary of the review will also be published as a part of Fortum’s Sustainability Report in 2022 and thereafter on a yearly basis.

Group sustainability performance

2021

2020

Climate and resources

Total CO2 emissions 1), million tonnes

68.7

48.7

Specific CO2 emissions from total energy production 1), gCO2/kWh

312

287

Asset availability of power generation plants 2), %

80.8

-

Major voluntary measures enhancing biodiversity, no.

13

-

Personnel and society

Total Recordable Injury Frequency (TRIF), own personnel and contractors 1)

2.2

2.3

Lost Time Injury Frequency (LTIF), own personnel and contractors 1)

1.5

1.3

Severe occupational accidents 1), no.

3

1

Sickness-related absences, %

3.6

2.9

*

Fortum consolidated Uniper as a subsidiary into its income statement from the second quarter of 2020. The figures for 2020 do not include Uniper for the first-quarter 2020.

1)2020 figures include Uniper from the second-quarter 2020.

2)The calculation principle changed due to alignment with Uniper. Therefore, the figure for 2020 is not available. The 2021 figure includes power generation from gas- and coal-fired power plants.

*The figure does not include Uniper.

Fortum’s goal is to achieve excellent financial performance in strategically selected core areas through strong competence and responsible ways of operating. The financial targets include a target for capital structure (financial net debt/comparable EBITDA below 2x) and two different hurdle rates for new investments (WACC +100 BPS for green investments and WACC +200 BPS for other investments). Accordingly, Fortum aims to provide good returns for its owners, and its dividend policy stipulates to pay a stable, sustainable, and over time increasing dividend.

Fortum is a significant economic actor in its operating countries. The most significant direct monetary flows of Fortum’s operations come from revenue from customers, procurements of goods and services from suppliers, compensation to lenders, dividends to shareholders, growth and maintenance investments, employee wages and salaries, and taxes paid.

Fortum supports social development and wellbeing in its operating countries by, e.g., paying taxes. The tax benefits Fortum produces to society include not only corporate income taxes, but also several other taxes. Fortum’s, excluding Uniper, approach to taxation and the principles that steer the tax management are presented in Fortum’s Tax Principles disclosed on Fortum’s website. Fortum publishes its tax footprint annually, and Uniper published its first tax footprint in spring 2021.

Fortum is included in several sustainability indices and has been assessed by many sustainability ratings. The list is published on Fortum’s website. Fortum’s sustainability reporting covers functions under Fortum’s operational control, including subsidiaries in all its operating countries, unless otherwise stated.

Sustainability risks and opportunities

Fortum’s operations are exposed to risks, which, if materialised, can have adverse effects on the environment and on the safety and security of employees, contractors, and neighbouring societies. Key sustainability risks, including climate-related risks, are reported to Fortum Executive Management and the Audit and Risk Committee as part of the annual review of material risks and uncertainties for Fortum. Fortum’s risks are presented in the Risk management section in the Operating and financial review.

As a separate listed company, Uniper applies its own processes aligned with its enterprise risk management to systematically identify, assess, and manage Environmental, Social and Governance (ESG) risks. Uniper’s ESG risk processes includes assessing external and internal ESG risks, including climate-related risks. In 2021, Uniper had no reportable ESG risks pursuant to Section 289c of the German Commercial Code. The impact of its net risks was below the reporting threshold.

Climate change and the need for decarbonisation and resource efficiency are changing the energy industry in a profound way, and these changes also create new business opportunities for Fortum. Fortum has transformed itself, having invested significantly over the years to become Europe’s third largest CO2-free power generator and a large player in gas. As such, Fortum is now well positioned to capture opportunities resulting from the energy transition, aimed at curbing climate change. To be successful, the energy transition must balance sustainability, affordability, and security of supply. It requires not only renewables, but also increasingly clean gas (e.g. hydrogen), energy storage, and other flexible solutions to provide security of supply and to decarbonise industry, transportation, heating, and cooling.

Fortum’s strategic priorities address and provide solutions for these very areas: Fortum aims to decarbonise its own operations and to strengthen and grow in CO2-free power generation while leveraging its strong position in gas to enable the energy transition. At the same time, Fortum aims to provide industrial and infrastructure customers with decarbonisation and environmental solutions, such as grid stability, waste-to-energy, and low-carbon industrial solutions, and to capture the opportunities in hydrogen as they become commercially viable.

Sustainability governance and policies

As sustainability is an integral part of Fortum’s strategy, the highest decision making on sustainability and climate-related matters falls within the duties of the members of the Board of Directors, who share joint responsibility in these matters.

Fortum Executive Management decides on the sustainability approach and Group-level sustainability targets that guide annual planning. The Group’s performance targets, including sustainability and climate-related targets, are approved by Fortum’s Board of Directors. Fortum’s line management is responsible for the implementation of Fortum’s policies and instructions and for day-to-day sustainability management and improvement plans.

The Uniper SE Management Board bears the overall responsibility for the adoption and implementation of Uniper’s sustainability measures. Uniper’s Chief Sustainability Officer (CSO) reports periodically to the Supervisory Board on strategic sustainability activities. The Supervisory Board, which is Uniper’s highest governance board, also monitors the fulfilment of Uniper’s sustainability obligations. Four of Fortum’s Executive Managers, including the President and CEO of Fortum, are members of Uniper’s Supervisory Board.

Realisation of the safety target (LTIF, own employees and contractors combined) was a part of Fortum’s short-term incentive (STI) programme in 2021. In the 2022 STI programme, the safety target contains the severity rate per Total Recordable Injuries (TRI) of own employees and contractors combined and the execution rate of safety leadership training.

Fortum’s long-term incentive (LTI) programme includes a climate-related metric. In the 2021–2023 LTI plan, the target is linked to the reduction of coal-fired power generation capacity in line with Fortum’s coal-exit path. In the 2022–2024 LTI plan, the target is related to the reduction of absolute CO2 emissions in the European fossil fleet, based on a fossil fleet

26

review addressing the Group’s European generation portfolio and a pathway developed to reach Fortum Group’s 2030 and 2035 climate targets. Uniper continues to follow its own STI and LTI plans. However, the safety metric (severity rate per TRI) in the STI 2022 programme and the climate-related metric in the 2022–2024 LTI plan are applicable to both companies. Scaling of STI and LTI metrics are company-specific.

Sustainability management at Fortum is strategy-driven and based on its Values, Code of Conduct, Supplier Code of Conduct, sustainability-related policies, and other Group policies and their specifying instructions. Uniper continues to have its own separate Code of Conduct and Supplier Code of Conduct. Both companies’ Codes of Conduct are based on similar fundaments and they establish the basic principles of conduct that everyone must follow. They define how we treat each other, do business, and engage with the world. The companies’ Supplier Codes of Conduct, both based on the ten principles of the UN Global Compact, outline the requirements for Fortum’s and Uniper’s suppliers and business partners.

Fortum follows and respects the International Bill of Human Rights, the United Nations Convention on the Rights of the Child, and the core conventions of the International Labour Organisation (ILO). Fortum also recognises in its operations the UN Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises, the International Chamber of Commerce’s anti-bribery and anti-corruption guidelines, and the Bettercoal initiative’s Code on responsible coal mining. Fortum is a participant of the UN Global Compact initiative and the UN Caring for Climate initiative. Uniper also follows the ten principles of the UN Global Compact, but is not a formal participant.

Business ethics

Zero tolerance for corruption and bribery is highlighted in both Fortum’s and Uniper’s Codes of Conduct and Supplier Codes of Conduct. In addition, separate instructions and guidelines have been created to address various topics, including but not limited to anti-bribery, compliance management, safeguarding company assets, conflict of interest, anti-money laundering, and competition law.

Fortum’s Board of Directors has approved the company’s Code of Conduct and Supplier Code of Conduct. Uniper’s Code of Conduct and Supplier Code of Conduct have been approved by the Uniper Management Board.

The Codes of Conduct are regularly reviewed in order to ensure compliance with evolving company and regulatory requirements. Fortum’s updated Code of Conduct and Supplier Code of Conduct were published in early 2021 and training on the updated Codes was organised during the year. The Code of Conduct online training, launched in November 2021, is mandatory for all employees. Uniper’s updated Code of Conduct was published in early 2020, and a new compliance eLearning module was introduced for all Uniper employees in 2021. In addition, relevant individuals are regularly trained in policies and systems that help to prevent corruption.

Internal and external reporting channels are offered for reporting suspicions of misconduct. The channels are described in the Codes of Conduct and accessible on the companies’ internal and external webpages. Suspected misconduct and measures related to ethical business practices and compliance with regulations are regularly monitored and assessed by Fortum’s Audit and Risk Committee. Uniper’s Compliance Management System includes quarterly compliance reports to the Uniper Management Board. Uniper’s Audit and Risk Committee monitors compliance issues on a regular basis. Uniper Management Board’s Compliance Commitment is published annually on the company’s webpage in accordance with the German Governance Code.

During 2021, two new cases of corruption or bribery were confirmed in Fortum’s operations and one was closed as unfounded.

Climate and resources

Fortum’s key performance indicators for climate and resources are related to CO2 emissions, security of supply, biodiversity, and major Environmental, Health and Safety (EHS) incidents.

Fortum’s Sustainability Policy together with the Minimum Requirements for EHS Management steer environmental management. Uniper has an HSSE & Sustainability Policy Statement and a HSSE and Sustainability Improvement Plan. Operational-level activities follow the requirements set forth in the ISO 14001 environmental management standard, and 100% of Fortum’s power and heat production worldwide has ISO 14001 certification.

Energy

Fortum Group’s power generation is mainly based on natural gas-fired generation and on carbon dioxide-free hydro and nuclear power. Fortum targets to rapidly reduce the share of coal in power generation. A minor share of Fortum’s power generation is currently based on solar and wind, but Fortum targets significant growth in this area over the next five years.

Fortum is also a large district heat producer. Heat is mainly produced at natural gas-fired and energy-efficient combined heat and power (CHP) plants. In addition, Uniper operates a large commodities trading business and has natural gas storage sites, which play an important role in ensuring a secure and flexible gas supply.

Fortum wants to enable the energy transition by providing a reliable and affordable supply of low-carbon energy. In the future, the energy system – and Fortum’s asset portfolio – will be based on renewable energy, increasingly clean gas (e.g. hydrogen), and nuclear power. In addition, Fortum will continue to offer industrial and infrastructure solutions, e.g., waste-to-energy, grid stability services, as well as energy sales and storage.

In 2021, Fortum’s power generation was 188.1 (142.1) TWh and heat and steam production 33.4 (29.6) TWh. 40% of Fortum’s total power generation was CO2-free. In Europe, 64% of the power generation was CO2-free. The figures for power and heat generation and capacities also include figures from Fortum’s share in associated companies and joint ventures that sell their production to the owners at cost.

Fortum uses various fuels, such as natural gas, uranium, coal, lignite, waste-derived fuels, and biomass fuels, to produce electricity, heat, and steam. The most significant fuel used in 2021 was natural gas.

An uninterrupted and reliable energy supply is critical for society to function. With planned preventive maintenance and condition monitoring, Fortum ensures that the power plants operate reliably to produce the electricity and heat customers need. The exceptional conditions caused by the Covid-19 pandemic continued in 2021. During these challenging times Fortum’s top priorities were to ensure the health and safety of its employees and contractors and to maintain business continuity. During the year, there were no interruptions in Fortum’s energy production due to the pandemic. Maintenance outages were, in general, also implemented as scheduled with careful planning and special measures to protect the health of own and contractors’ employees. In some cases, the duration of maintenance periods was extended to reduce the number of workers on site at the same time.

In 2021, the asset availability of Fortum’s gas- and coal-fired power plants was, on average, 80.8%. The asset availability of Fortum’s power generation includes planned outages in addition to unplanned technical unavailability.

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Climate and greenhouse gas emissions

Fortum Group has committed to carbon neutrality by 2050 at the latest, in line with the goals of the Paris Agreement. Fortum’s priority is to transform its own operations to carbon neutral by continuously strengthening and growing in CO2-free power generation and by decarbonising its carbon-emitting energy production fleet.

In 2021, Fortum’s direct CO2 emissions were 68.7 (48.7) Mt. 57% of CO2 emissions originated from Russian power and heat production. Of the total CO2 emissions, 28.9 (17.5) Mt were within the EU and UK emissions trading system (ETS). The estimate for Fortum’s free emission allowances in 2021 is approximately 0.4 (0.9) Mt.

Fortum’s total CO2 emissions 1) (million tonnes, Mt)

2021

2020

2019

Total emissions

68.7

48.7

19.1

Emissions subject to ETS

28.9

17.5

2.1

Free emission allowances

0.4

0.9

0.7

Emissions not subject to ETS in Europe

0.7

0.7

0.7

Emissions in Russia

39.0

30.5

16.3

1)Fortum consolidated Uniper as a subsidiary into its income statement from the second quarter of 2020. The figures for 2020 do not include Uniper for the first-quarter 2020. The figures for full year 2019 do not include Uniper.

Fortum's greenhouse gas emissions are defined and reported according to the Greenhouse Gas (GHG) Protocol guidelines. In 2021, Fortum’s direct Scope 1 GHG emissions were 69.0 (49.0) million CO2-eq tonnes, indirect market-based Scope 2 GHG emissions 0.8 (0.8) million CO2-eq tonnes, and indirect location-based Scope 2 GHG emissions 0.7 (0.6) million CO2-eq tonnes.

During 2021, Fortum together with Uniper conducted an in-depth review of the Scope 3 GHG emissions inventory. Where possible, also the accounting methodologies of indirect Scope 3 GHG emissions were aligned with Fortum. As part of the review, and to offer a full transparency of the emissions, Scope 3 category 11 was expanded to include not only emissions from the use of fossil fuels sold to end-users, but also sold to resellers. This expansion of the accounting scope resulted in a significant increase of Scope 3 category 11 emissions.

In 2021, Scope 3 GHG emissions were estimated to be about 120 million CO2-eq tonnes. Fortum’s non-financial reporting does not include Scope 3 categories 5 and 10 in the calculation of total greenhouse gas emissions. These Scope 3 categories are disclosed in Fortum’s Sustainability Report. The majority of Fortum’s Scope 3 GHG emissions are caused by the use of fossil fuels sold both to end-users and resellers (2021: 79 million CO2-eq tonnes). In addition, the Group’s Scope 3 emissions originate from the procurement of fuels, transportation and distribution, electricity retail to customers, purchased goods and services, and from capital goods, i.e., investments.

Fortum’s Scope 1 GHG emissions accounted for about 36% of total GHG emissions, Scope 2 GHG emissions accounted for less than 1%, and Scope 3 GHG emissions accounted for about 63%.

In 2021, Fortum’s specific CO2 emissions from total energy production were 312 (287) gCO2/kWh.

In 2021, Fortum, excluding Uniper, achieved annual energy-efficiency improvements of 179 GWh/a.

EHS incidents

Major EHS incidents are monitored, reported, and investigated, and corrective actions are implemented. In 2021, there were eight (16) major EHS incidents in Fortum’s operations, excluding Uniper. The major EHS incidents consisted of two (6) fires, one (0) explosion, three (8) leaks or spills, one (1) environmental non-compliance, and one (1) INES (International Nuclear Event Scale) level 1 incident. The major EHS incidents did not have significant environmental impacts. As Uniper’s definitions of major EHS incidents vary from the rest of the Fortum Group, Uniper’s EHS incidents are currently not included in the reporting.

Water and biodiversity

Fortum uses large volumes of water at various types of power plants and in district heating networks. The majority of water is used for cooling. In most cases, power plants do not consume water – the water is discharged back to the same water system from where it was withdrawn.

In 2021, Fortum achieved its biodiversity target of conducting a minimum of 12 major voluntary measures enhancing biodiversity. A total of 13 major measures were implemented. Fortum’s operations, for example in hydropower generation, can impact local biodiversity. Fuel procurement and flue-gas emissions may also have a negative impact on biodiversity. On the other hand, increasing CO2-free production mitigates the biodiversity loss caused by climate change, which is globally one of the greatest threats to biodiversity. Fortum has a Biodiversity Manual and a Biodiversity Action Plan in place to define the company’s approach to biodiversity management. The Biodiversity Action Plan was revised in 2021 and now also includes Uniper’s biodiversity actions. The Biodiversity Manual, however, only guides Fortum’s, excluding Uniper, approach to biodiversity. During 2022, Fortum’s target is to develop a science-based strategy to measure and enhance the biodiversity impacts of the Group’s operations and the new developments.

Personnel and society

Fortum’s key performance indicators for personnel and society are related to operational and occupational safety and to employee health and wellbeing. In addition Fortum, excluding Uniper, annually measures its reputation and customer satisfaction with the One Fortum Survey.

Personnel

Fortum places a significant emphasis on an open and trusting corporate culture and highlights systematic two-way feedback on employees’ performance and engagement. Diversity and equal opportunity are seen to contribute to competitiveness and innovation.

Fortum and Uniper Values and Codes of Conduct form the foundation for all daily work. For Fortum, the People Policy and Leadership Principles guide personnel-related matters, excluding Uniper. For Uniper, the Uniper Way describes the core elements and guiding statements for leadership, teamwork and individual contribution and thus forms

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the basis for the corporate culture. In 2021, Fortum and Uniper started together analysing their existing cultures, related strengths and improvement potential, as well as identifying potential roadblocks impacting further cooperation. The analysis investigates the companies’ values, what kinds of principles guide their work, and what the companies have in common.

Fortum’s operations are mainly based in the Nordic countries, Central Europe, the UK, Russia, and Poland. The total number of employees at the end of 2021 was 19,140.

Group personnel statistics

2021

2020

1)

2019

Number of employees, 31 December

19,140

19,933

8,191

Average number of employees

19,796

17,304

4)

8,248

Total amount of employee benefits, EUR million

1,561

1,195

480

Departure turnover, % (of permanent employees)

11.2

7.4

11.2

Permanent employees, %

93.0

94.8

96.8

Full-time employees, %

96.5

98.2

97.7

2)

Female employees, %

28

27

32

Females in management, %

27

27

3)

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1)Fortum consolidated Uniper as a subsidiary into its income statement from the second quarter of 2020.

2)Figure includes only permanent, not temporary, employees.

3)Calculation principle changed due to alignment with Uniper.

4)2020 comparative figure was revised to reflect the consolidation of Uniper from March 31, 2020.

Occupational safety

For Fortum, excellence in safety is the foundation of the company’s business and an absolute prerequisite for efficient and interruption-free production. Fortum strives to be a safe workplace for the employees, contractors, and service providers who work for the company. For Fortum, the Sustainability Policy, the Minimum Requirements for EHS Management, and more detailed EHS manuals steer the work. For Uniper, the most important tools guiding safety efforts are the HSSE & Sustainability Policy Statement and the HSSE and Sustainability Improvement Plan. A certified ISO 45001 safety management system covers 99.3% of Fortum’s power and heat production worldwide.

In 2021, Fortum launched new Safety Ground Rules to help keep safety on everyone’s agenda at all times and to support the improvement of Fortum’s safety performance. Fortum’s divisions have also started work on roadmaps towards safety excellence during 2021–2025 and will continue to plan their activities in line with the new Safety Ground Rules and targets.

In 2021, Fortum together with Uniper focused on initiating the alignment of several key safety processes. These included, e.g., key safety performance indicators, contractor EHS management, and sharing of information on injury-related investigations and learnings. Uniper was also included in the Group’s incident notification system. The alignment of processes and the implementation of a joint safety culture will continue in 2022. This is supported by the joint Executive Safety Leadership trainings and safety eLearning applicable for all of the Group’s employees.

In 2021, Fortum’s TRIF for own personnel and contractors was 2.2 (2.3), and the LTIF for own personnel and contractors was 1.5 (1.3). Thus, Fortum did not meet the set target for LTIF (≤1.2). Fortum strives for zero severe occupational accidents. In 2021, there were three (1) severe occupational accidents in the operations, one resulting in a fatality. The fatally injured person was working for a contractor company to reconstruct a guardhouse at Unipro’s power plant site in Russia. A safe and healthy working environment is a priority for Fortum, and the Group will continue to do its utmost to improve safety performance.

Personnel wellbeing

Fortum’s goal regarding workplace wellbeing activities is to promote the health and occupational safety of employees and the functionality of the work community. Employees have access to a wide range of services, from medical check-ups to exercise and coaching programmes that also address stress management and mental wellbeing.

In 2021, the company’s efforts concentrated on safeguarding personnel from the Covid-19 pandemic and supporting their physical and mental wellbeing in the exceptional conditions. The wellbeing programmes highlighted topics related to mental energy, resilience, and physical health. Managers were supported in leading employees’ wellbeing during the challenging period. Coordination teams established at the beginning of the pandemic at both Fortum and Uniper and consisting of senior management continued to closely monitor the development of the pandemic and its effects on the companies’ operations and personnel, and to agree on related actions.

Examples of measures to combat the Covid-19 pandemic include remote working in those positions in which a physical presence is not required and a hybrid work model, in which the work week is divided between office and remote work days and practiced during such periods when the pandemic situation allows this. On-site work is conducted with special arrangements, such as staggered arrival, breaks and lunch, maintaining physical distance, use of face masks, and enhanced cleaning.

Fortum, excluding Uniper, deployed a strategic initiative, Workforce 2.0, covering both long-term changes and short-term adaptations and actions related to the company’s ways of working. Managers and employees were trained in the Hybrid Work Model principles, including the expected changes in managers’ leadership style. The initiative launch continued throughout 2021 and collaborated partly with Uniper’s equivalent initiative called NeNo – New Normal.

Travel restrictions set at the start of the pandemic were eased for a short period in the autumn but were taken back into use when the pandemic situation worsened towards the end of the year. Several measures have continued and were improved to support employees working remotely; examples include cloud-based IT solutions and HR processes that support flexible, mobile work arrangements. Also virtual wellbeing services and events have been offered to employees. According to an employee survey, 94% of respondents feel that they are managing the mental demands of their own work role.

In 2021, Fortum’s percentage of sickness-related absences was 3.6.

Society

Reputation and customer satisfaction

Fortum’s performance regarding reputation and customer satisfaction, excluding Uniper, is monitored annually through the One Fortum Survey. In 2021, the combined reputation index of all stakeholder groups based on the One Fortum Survey decreased slightly to 70.5 (72.5) points, on a scale of 0–100. Fortum’s overall reputation decreased slightly among most of the stakeholder groups. Among NGOs the result remained stable. The customer satisfaction index (CSI) varied depending on the business area between 58 and 83 points (61–81), on a scale of 0–100.

Interruption-free customer service during the Covid-19 pandemic was ensured by enabling employees in call centres to work remotely. To support this, modern IT solutions were used successfully, and the company was able to maintain good quality services for customers.

Supply chain

Fortum and Uniper expect their business partners to act responsibly and to comply with the requirements set forth in their respective Codes of Conduct and Supplier Codes of Conduct. Fortum assesses the performance of its business

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partners with supplier qualification and supplier audits. In 2021, Fortum, excluding Uniper, conducted four on-site supplier audits in China and in India. Due to the Covid-19 pandemic and travel restrictions, the possibilities to conduct on-site supplier audits have been very limited. Uniper applies its own processes for ESG Due Diligence and Know Your Counterparty. Both companies are members of the Bettercoal initiative and use the Bettercoal tools to improve sustainability in the coal supply chain.

Human rights

Fortum follows and respects internationally recognised human rights, which are included in the key human rights treaties. Respect for human rights is expressed in both Fortum’s and Uniper’s Codes of Conduct and Supplier Codes of Conduct. The UN Guiding Principles on Business and Human Rights are taken into account in own operations and in supply chain management.

Fortum, excluding Uniper, conducts a human rights assessment for investment projects – especially in new operating areas – and also for new countries where Fortum plans to expand the sales of products and services. In 2021, two new country assessments were made.

Uniper annually performs a worldwide assessment, which is based on a combination of economic and social indexes, to map key potential country-specific issues that may directly affect the company. The assessment findings contribute to the implementation of modified due diligence requirements and mitigation measures, such as the inclusion of specific contract clauses.

Corporate citizenship

Fortum, excluding Uniper, continued to steer its support to society and cooperation with local communities through its Corporate Social Responsibility (CSR) programme. The programme’s focus areas, aligned with the company’s strategic targets, are Climate, People, and Material Revolution. Steering of CSR activities is concentrated to a Fortum-wide Steering Group.

In 2021, Fortum continued to support charity organisations in order to help its local communities during the Covid-19 pandemic. In addition, Fortum engages in collaboration with universities through different research and development projects. In 2021, Fortum’s, excluding Uniper, support for activities promoting the common good totalled approximately EUR 1.8 (2.5) million. In addition, the grants awarded by Fortum and Neste Foundation (earlier Fortum Foundation), not part of Fortum Group, totalled EUR 701,250 (612,500).

EU taxonomy

Introduction

The EU Taxonomy Regulation is a classification system for defining economic activities that can be considered environmentally sustainable. The regulation provides specific key performance indicators (KPIs) that entities are required to report for their environmentally sustainable economic activities. The regulation is being implemented with a phased entry into force with simplified reporting requirements.

The EU Taxonomy Regulation establishes six environmental objectives, two of which, the climate change mitigation and adaptation criteria, were published on 4 June 2021 in the Climate Delegated Act. The Complementary Climate Delegated Act on certain nuclear energy and gas activities was published on 2 February 2022. The Delegated Act for the remaining four environmental objectives will be published in 2022.

Fortum’s disclosure has been prepared in accordance with the EU Taxonomy Regulation Delegated Act of 6 July 2021. For the financial year ending on 31 December 2021, Fortum reports the proportion of Taxonomy eligible activities and Taxonomy non-eligible activities in relation to the three KPIs (Sales, Operating expenses and Capital expenditure). Reporting on Taxonomy alignment will be done for the financial year ending on 31 December 2022. The reporting scope includes Fortum’s subsidiaries consolidated to the Group as of 31 December 2021.

Economic activities

In 2021, Fortum classified its economic activities to eligible and non-eligible corresponding to economic activities described in the Climate Delegated Act. Fortum’s business operations were evaluated according to the descriptions of economic activities listed in Annex I (climate change mitigation) and Annex II (climate change adaptation) and the related NACE codes provided in these descriptions. The review was done at power plant or individual business activity level. Fortum assessed climate change mitigation to be the most relevant objective against which the eligibility of economic activities was reviewed.

Eligible economic activities

Eligible economic activity is an activity that is described in the Climate Delegated Act, Annex I. Fortum’s most relevant eligible activities are:

Electricity generation from hydropower
Storage of electricity
District heating/cooling distribution
Material recovery from non-hazardous waste
Production of heat/cool from bioenergy
Production of heat/cool using waste heat
Electricity generation from wind power

Non-eligible economic activities

Non-eligible economic activity does not correspond to any activity description provided in the Climate Delegated Act.

Fortum’s non-eligible activities include electricity and commodities trading, fossil-based power and heat generation, engineering services related to non-renewable assets, as well as administrative overheads.

In addition, Fortum has economic activities that are not currently covered by the EU Taxonomy, such as nuclear energy and natural gas, as well as waste-to-energy and circular economy activities.

Investments in renewable energy through partnerships

Fortum’s investments in renewables, such as wind and solar power, are mainly done through partnerships. This enables Fortum to efficiently utilise its key competences to develop, construct and operate power plants, whilst releasing capital to new renewables investments by either partially or fully divesting completed power plants to partnerships (e.g. joint ventures and associates) or other forms of cooperation. This means that wind and solar power are mainly included in the capital expenditure KPI during the construction phase, but not in the sales and operating expenses KPIs during operation.

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KPIs for climate change mitigation

Below are the proportions of eligible and non-eligible activities of the Sales, Operating expenses, and Capital expenditure for Fortum Group for the financial year ending 31 December 2021.

Total

Eligible

Non-eligible*

EUR million

%

%

Sales

112,400

2

98

Operating expenses

1,809

11

89

Capital expenditure

1,391

23

77

*)Includes non-eligible activities, activities currently not covered by the taxonomy, as well as the impact from divestments made during 2021.

The most significant eligible economic activity in Fortum Group is electricity generation from hydropower with an installed capacity of 8.4 GW (18% of total capacity) in the Nordics and Germany. While the construction of new hydropower plants is not currently planned, several maintenance and modernisation projects for the existing portfolio are expected in the future.

Definitions of the KPIs

Sales is based on the sales reported on Fortum’s consolidated income statement (} Note 6). Fortum has significant trading-related (non-eligible) sales, which explains the considerably low proportion of eligible sales.

Capital expenditure consists of additions to property, plant and equipment, intangible assets, right-of-use assets, as well as additions through business combinations. See } Note 3, } Note 16, } Note 17, and } Note 34.

Operating expenses consist of direct non-capitalised costs that are necessary to ensure the continued and effective functioning of property, plant and equipment. These expenses include repairs and maintenance, building servicing, short-term rentals and similar costs, as well as other direct expenditures relating to the day-to-day servicing of these assets.

Methodology for calculating KPIs

The financial data used for calculating the EU taxonomy KPIs has been retrieved from Fortum’s financial systems and is based on the same data and Group accounting principles (see Notes to the consolidated financial statements for details) as Fortum’s consolidated financial statements for the year ending 31 December 2021. Appropriate controls have been implemented to eliminate the risk of double counting.

Financial data has been allocated to eligible economic activities as follows:

Majority of electricity sales has been allocated to eligible activities based on production volume.
Other sales and operating expenses data is available in the source systems at the cost centre-level corresponding to individual sites. These cost centres have been allocated to eligible economic activities.
Each significant capital expenditure investment project has been allocated to eligible economic activities.

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Risk management

Risk management framework and objectives

The Group Risk Policy provides a risk management framework for Fortum, the purpose of which is to support business in managing risks effectively and to ensure compliance with relevant regulations. The Group Risk Policy includes an overview of Fortum’s risk management systems consisting of the general principles of risk management, the main features of the risk management process and responsibilities for managing and controlling risks within the Group.

The risk management systems have been designed to support Fortum’s Board of Directors, Audit and Risk Committee, Fortum’s Executive Management as well as the operative business in fulfilling their duties in relation to risk management. The objectives of the risk management systems are to:

support Fortum’s business divisions and corporate functions (Fortum) in managing risks effectively and to ensure compliance with relevant regulations
support business divisions in strategy execution,
support business divisions in achieving agreed targets within acceptable risk levels so that the Group’s ability to meet financial commitments is not compromised,
ensure the understanding of the Group’s material risks and uncertainties, and
support the prevention of accidents that can have a severe effect on the health and safety of employees or third parties, and incidents that can have a material impact on Fortum’s assets, reputation or the environment.

Risk management organisation

Fortum’s Board of Directors approves the Group Risk Policy, and the President and CEO approves Fortum, excluding Uniper, risk management instructions covering commodity market risks, counterparty credit risks, and operational risks, as well as instructions for compliance management, EHS management, treasury and the governance framework for cyber and information security risks; all of which are aligned with the Group Risk Policy. Fortum’s Divisions and Corporate Functions issue risk manuals and guidelines, as needed, which detail how the Group Risk Policy and relevant risk management instructions are implemented within their organisations.

Uniper is a separate listed company operating under German law and regulations with its own risk management systems, including risk policies which define the risk management organisation principles, processes and responsibilities. Uniper does therefore not directly apply the risk management systems applicable to Fortum’s other Divisions and Corporate Functions. The risk management systems of Uniper, including the key risk management principles and processes, are materially in line with those of the rest of Fortum Group. The target is to further align the risk management systems in the future. For more information about Uniper’s risk management systems, please see Uniper’s annual report.

Graphic

Risk Governance

The main principle is that risks are managed at source, meaning that each Division and Corporate Function Head, as well as Uniper’s Management Board, is responsible for managing risks that arise within their business operations.

Fortum’s Audit and Risk Committee (ARC) is responsible for monitoring the efficiency of the company’s risk management systems, and for annually reviewing the Group Risk Policy and the Group’s material risks and uncertainties. Corporate Risk Management, a function headed by the Chief Risk Officer (CRO), provides instructions, methods and tools which support the Divisions and Corporate Functions, excluding Uniper, in running an efficient risk management process. Corporate Risk Management is responsible for assessing and reporting on the maturity of risk management in Divisions and Corporate Functions and for providing independent monitoring and reporting of the Group’s material risk exposures to Fortum Executive Management (FEM), the ARC and the Board of Directors. Risk control functions and controllers in the business monitor and report risks to the CRO.

Uniper, a separate listed company operating under German law and regulations, is consolidated to Fortum’s balance sheet and income statement, and reported as a separate segment. Four out of the six shareholder representatives on the Supervisory Board are from Fortum. Fortum also has a representative in Uniper’s Audit and Risk Committee. Any changes to the risk management systems, which are considered to be material within the governance framework of Uniper, are reviewed by the Audit and Risk Committee of Uniper and informed to the Supervisory Board of Uniper.

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Principle of continuous improvement 

Risk management is developed in accordance with the principle of continuous improvement, aiming at an optimised and continuously developing risk management process. The maturity level of the risk management process is annually assessed with a self-assessment procedure, and Corporate Risk Management determines goals for the development of risk management based on the results of the assessment. 

In accordance with Fortum's values, the importance of risk management is raised by increasing the personnel's risk awareness and highlighting the positive features of risk-aware decision-making. Risk management at Fortum is continuously supporting and improving the application of Fortum’s values in decision-making. 

Risk management process

Graphic

The risk management process consists of risk identification, risk assessment, response, and control processes and procedures. Uniper operates a separate risk management process from the rest of Fortum but is materially in line with Fortum’s process and follows similar principles.

Both risk management processes are designed to support effective risk management and to ensure that risks are regularly monitored and followed-up. Identification is regularly carried out according to a structured process which includes analysis of root causes of the risk and consequences, if the risk materialises. Risks are assessed in terms of impact and likelihood or probability of the realisation of the risk. Impact is primarily assessed in monetary terms in relation to forecasted earnings and / or cash flows, but also in terms of health and safety, environment and reputation, where relevant. Identified risks have a risk owner responsible for responding to the risk. Risk responses can be to accept, avoid, mitigate or transfer the risk. Risk control processes and procedures, which include validating, monitoring, aggregating and reporting risks, are designed to ensure compliance with relevant external regulations and recommendations, as well as with internal policies, instructions, manuals and guidelines. This includes controls to ensure that risk exposures remain within approved limits and mandates related to, for example, credit and market risks.

Risk factors

Fortum is exposed to a number of financial, operational, strategic, and sustainability-related risks both directly and indirectly through its subsidiaries, associated companies, and joint ventures. The associated companies and joint ventures have their own risk management systems. The principal associated companies and joint ventures are TVO, Forsmarks Kraftgrupp AB, Kemijoki Oy and TGC-1. For more information about these indirect risk exposures, please see each respective company’s annual report.

Graphic

Strategic risks

The main strategic risks are that energy policy, regulation, technology or the business environment develop in ways that have not been foreseen and prepared for. Future energy market and regulation scenarios, including the impact of these to Fortum's business, are continuously analysed.

Risks which could hinder Fortum in executing its strategy are continuously assessed, monitored and reported as part of the strategy work.

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Business Environment

Fortum operates in a global business environment and is therefore exposed to political and other risks which affect the macroeconomic development and consumer behaviour in the markets where Fortum operates. The current trend of nationalistic policies and protectionism may lead to trade restrictions or imposed sanctions which in turn could affect demand for Fortum’s products and services, asset values and financing. Fortum continuously monitors how the business environment develops in its operating countries in order to be able to react quickly to market shifts and changes in consumer behaviour.

Investment and acquisition risks

Fortum is the majority shareholder of Uniper, a separate listed company operating under German regulation, with an ownership of 78.0% as per 31 December 2021. The companies have initiated strategic alignment and agreed to co-operate in a number of areas including physical trading and optimisation of Nordic hydro operations, jointly developing a portfolio of solar and wind projects in Europe, and a joint growth strategy in hydrogen. Positive annual cash impact on a consolidated group basis is estimated to be approximately EUR 100 million. More than EUR 50 million of these annual benefits are gradually materialising by the end of 2023, reaching full annual impact in 2025. The ability of Fortum to deliver on its strategic targets and achieve the expected benefits depends on successful strategy execution and co-operation between the two companies.

Uniper is continuing as a separate listed company operating under German regulation and if that would change and if it would lead to a potential full merger of the companies, it may entail both increased risks and opportunities. The risks and opportunities related to the potential integration of business operations could include creating a common culture, realising cost and revenue synergy benefits, combining operating models of the two companies, and motivating and keeping key personnel during the integration phase.

Fortum is continuously assessing its’ business portfolio and evaluates opportunities for acquisitions, investments and divestments primarily in the Nordic, EU and Russian markets. As part of the updated strategy, Fortum has announced several of growth areas for future investments including a sizeable renewables portfolio. Even if Fortum is able to identify candidates for acquisition or investment, it may be difficult to complete transactions. Competition for acquisitions or greenfield investments could limit Fortum's ability to grow, or could raise the prices and make them less attractive to Fortum. Furthermore, Fortum has concluded the strategic review of the heating and cooling businesses in the Baltics and its 50% stake in Stockholm Exergi by selling these assets. The ongoing Covid-19 pandemic and especially energy market volatility have led to increased uncertainty about macroeconomic development and possible impact on future regulation. As a result, there may currently be less potential investors, which could lead to planned divestments being postponed, or not being carried out as planned.

Risks related to acquisitions, divestments and investments are managed as part of the investment process. The Investment Manual includes requirements for risk identification, assessment and action plans for mitigating identified risks before investment decisions are made. It also sets requirements to follow-up risks in projects and acquisitions. Risks in large projects are mitigated through contract structures and insurance coverage. Partner risk assessments are performed before entering into joint ventures or other material partnership agreements. There is also a country entry process which includes a country risk assessment before decisions to enter a new market can be made.

Energy policy and regulation risks

The energy sectors are heavily influenced by national and EU-level energy policies and regulations. Fortum’s strategy has been developed based on scenarios of the future development of the regulatory environment in both existing and

potential new businesses and market areas. The overall complexity and possible regulatory changes in the various operating countries pose a risk if Fortum is not able to identify, anticipate and manage those changes efficiently.

Fortum maintains an active dialogue with different bodies and stakeholders involved in the development of laws, policies and regulations in order to manage these risks and to proactively contribute to the development of the energy and climate policy and regulatory framework in line with Fortum Group’s strategic objectives.

EU, Nordics and UK

Fortum has to manage risks related to both EU regulation, and national regulation in the countries where we operate. Key risks related to the future development of energy and climate policies and circular economy-related policy and regulatory framework development are listed below.

Reaching the established (EU and national) decarbonisation targets requires that all CO2 free energy production technologies are treated equally in legislation, and that there is political acceptance for them. There is a risk that some technologies are preferred for reasons other than their CO2 footprint, leading to uneven situation between different production forms.
Growing acceptability issues relating to various energy forms and energy technologies create uncertainty and risks for planned investments. Increasing sustainability requirements, e.g. in the context of the EU Sustainable Finance taxonomy could lead to a situation where a big part of Fortum’s CO2 free or low carbon energy production is classified as non-sustainable and excluded from the EU and national financing schemes, which might lead to higher capital costs for new investments.
National climate policies or steering mechanisms that exceed, or are overlapping the EU climate targets risk diluting the EU emissions trading system (ETS) and creating inefficiencies based on uncoordinated national non-market-based carbon reduction mechanisms. In addition, lower carbon price may lead to decreased profitability of carbon-free assets.
In the context of national climate strategies, several countries have decided to phase-out certain energy production technologies, such as coal and nuclear. In case such political decisions are done without offering sufficient compensation to investors/asset owners, there is a risk of lost earnings, as well as dismantling costs. Following the coal exit law in Germany that came into effect in August 2020, the coal exit paths, and conditions, have been now largely determined in most European countries where Fortum operates coal plants. Consequently, the financial uncertainty which existed for Uniper around such exits was reduced significantly; but following the adoption of the more ambitious 2030 national climate target, further changes in the German coal phase out legislation can be expected. For example, the new German government may decide to shorten the runtime of Datteln 4, including the associated financial conditions. In the Netherlands, the Dutch government has approved additional measures for coal-fired plants as a result of the Urgenda Verdict to achieve the greenhouse gas reduction targets. These measures for coal-fired power production restrictions affect the Maasvlakte 3 plant for the years 2022 to 2024 but entitle Uniper for compensation by the Dutch government.
National investment schemes and selective support systems for new renewable energy production, such as the already implemented offshore wind support system in Sweden, may lower the profitability of incumbent electricity production and lead to market distortions because of increased grid costs since producers pay a large part of total grid costs. Fortum may suffer also from lower electricity prices since, all else equal, production that otherwise would not be profitable will come online.
Tightening emission standards, restrictions, or taxation of waste incineration; and increasing tax burden on heating fuels can also negatively impact Fortum’s targeted earnings in the future.

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The inter-linkage of these issues create uncertainty as changes in policies in one area could undermine the effects of policy changes in other areas.

Russia

Fortum’s business in Russia is exposed to political, economic and social uncertainties and risks resulting from changes in regulation, legislation, economic and social upheaval and other similar factors. Among the more significant risks are those arising from the establishment or enforcement of foreign exchange restrictions, which could effectively prevent Fortum from repatriating profits or liquidating assets, and changes in tax regulations or enforcement mechanisms, which could substantially reduce or eliminate any revenues derived from operations, and reduce significantly the value of assets related to such operations.

The ongoing political tensions between the EU, US and Russia, and the unpredictable nature of the threat of sanctions pose a risk for Fortum. Transactions from Russian units, Uniper’s global trading business, as well as Uniper’s financing of the Nord Stream 2 project; as well as gas supply from Russia, are the main sources of potential sanctions risk. The imposition of any further sanctions may have a direct and indirect impact on the business environment and may negatively affect the operations and value of certain investments in Russia. Fortum actively monitors the situation in order to ensure continued compliance with prevailing rules and applicable sanctions laws.

The main energy policy-related risks in Russia are linked to the development of the whole energy sector which to a large extent is regulated. Regulated sectors are inherently exposed to a risk of regulatory changes which could affect Fortum’s operations.

For comments on the geopolitical uncertainty due to Russia’s invasion on Ukraine, imposed sanctions and possible future sanctions and counter sanctions and their possible impacts on Fortum Group’s Russian business and assets, please see } Note 39.

Technology risks

Fortum’s strategy includes investing in new or not yet commercially viable technologies, such as hydrogen production, which will support the transition towards a future low-carbon economy; as well as developing circular economy solutions, other renewable energy concepts and innovative solutions for its customers. There are risks inherent in investing in new technologies including if and when these will become economically viable, and protecting intellectual property rights. Technology risks are managed by assessing and monitoring the viability of new technology throughout its development cycle, and selectively developing and investing in a diversified portfolio of projects consisting of different technologies.

Sustainability risks

Corporate social responsibility and sustainable development are integral parts of Fortum’s strategy. Fortum gives balanced consideration to economic, environmental and social responsibility aspects. Changes in laws, regulations and the business environment, including the views of our main stakeholder, can pose a risk if not identified and managed effectively. In order to identify and manage these risks, Fortum endorses a number of international voluntary charters, standards and guidelines in the area of sustainability, conducts stakeholder surveys annually in order to identify the most material issues for our stakeholders, engages with non-governmental organisations, and has defined internal policies and instructions on how to conduct business.

Environmental, health and safety and social risks

Operating power and heat generation plants, gas transmission and storage facilities, and circular economy services, involves the usage, storage and transportation of fuels and materials, including hazardous waste, that can have adverse effects on the environment, and expose personnel, contractors and third parties to safety risks. Assessment of environmental risks and preparedness to operate in exceptional and emergency situations follows legislative requirements as well as the requirements in the environmental management standard (ISO 14001). The same approach, based on the requirements in the operational health and safety standard (OHSAS 18001 or ISO 45001), applies to risks related to occupational health and safety, and how to operate in emergency situations.

Environmental, health and safety (EHS) risks as well as social risks related to the supply chain are evaluated through counterparty risk assessment, country risk assessment, supplier qualification as well as internal and external audits. Corrective and preventive actions are implemented when necessary. EHS and social risks are evaluated for all investments. Environmental risks and liabilities in relation to past actions have been assessed and, where necessary, provisions have been made for future remedial costs. Mitigating climate change, adapting to it and driving the transition to a lower-carbon economy is an integral part of Fortum’s strategy. Management of climate-related transition and physical risks are discussed in detail under the heading Climate-related risks. As a separate listed company, Uniper applies its own processes aligned with its enterprise risk management to systematically identify, assess and manage Environmental, Social and or Governance (ESG) risks.

Tax risk

Tax risk refers to the risk associated with unclarities, errors, failure in controls or disagreements in the interpretation of applicable tax laws and tax authority guidance, changes in operations, long-term profitability or changes in tax laws or fiscal policies in one or multiple countries which could result in increased charges or financial loss. Fortum operates in a number of countries and is therefore exposed to these events in multiple countries. These risks may materialise through a tax authority-initiated process followed by a legal process in one or multiple jurisdictions with a court confirming valid interpretation of local or EU law or tax treaties. In case multiple countries are involved, it may result in a mutual agreement process defining the final stand in the case. A legal process may result in a tax assessment of deductibility, income recognition or applicable tax rate on withholding in a business transaction. Risk may materialise also by a revaluation of tax-related assets, so called deferred tax assets, and liabilities due to changes in operations or tax law.

Fortum manages tax-related uncertainties by systematic planning and risk mitigating targeting tax predictability for the business operations in all our operating countries. In order to do so, Fortum has specific tax principles approved by the Board of Directors and tax governance guidance setting the frame for tax management. As concrete risk mitigation actions, we have identified simplifying legal structures, moving towards digital solutions in data management and compliance, seeking strategic clearance from tax authorities, improving transparency towards stakeholders, improving resources and clarifying accountabilities and responsibilities.

Business ethics and compliance risks

Fortum’s operations are subject to laws, rules and regulations set forth by the relevant authorities, exchanges, and other regulatory bodies in all markets in which Fortum operates. Fortum aims to comply with all relevant laws, rules and regulations, but the ability to operate in certain countries may be affected by future changes to local laws and regulations.

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Since Fortum trades financial instruments, it is exposed to risks arising from the implementation and amendment of financial market regulations and directives, such as the European Market Infrastructure Regulation (EMIR), the Regulation on Energy Market Integrity and Transparency (REMIT) and the Markets in Financial Instruments Directive (MiFiD II). Potential changes to existing financial market regulation could significantly increase administrative burdens and result in the need for additional liquidity.

Fortum’s operations in a variety of jurisdictions expose Fortum to various legal risks. These mainly comprise risks arising from threatened or pending legal proceedings regarding contract and price adjustments in connection with long-term supply or sales contracts, licensing matters, liabilities arising from acquired companies, as well as supplier disputes or disputes related to investment agreements.

Fortum systematically identifies, assesses, mitigates and reports compliance risks, including risks related to business ethics, as part of the compliance management and risk management processes. Effective internal controls are a key mitigating activity and have been implemented to prevent the possibilities of unauthorised activities or non-compliance with relevant policies and instructions. Furthermore, continuous training and communication play a key role in increasing the awareness and ensuring the understanding of the importance of business ethics and compliance in the organisation. Regular trainings include mandatory e-learnings to ensure coverage throughout the organisation.

Uniper has a separate Code of Conduct and Supplier Code of Conduct from the rest of the Fortum Group, both of which stress the importance of business ethics for all employees, contractors and partners. Zero tolerance for corruption and bribery is highlighted in the Codes of Conduct and Supplier Codes of Conduct. In addition, separate instructions and guidelines have been created to address e.g., anti-bribery, compliance management, safeguarding company assets, conflict of interest, anti-money laundering and competition law. Fortum and Uniper have agreed joint compliance priorities. Both companies have procedures for anti-corruption including prevention, oversight, reporting and enforcement based on the requirements prescribed in international legislation. The Supplier Codes of Conduct, which are based on the ten principles of the United Nations Global Compact, set of sustainability requirements for suppliers of goods and services.

Financial risks

Commodity market and fuel risks

Fortum’s business is exposed to fluctuations in prices and availability of commodities used in the production, transmission and sale of energy products. The main exposure is toward electricity and gas prices and volumes, prices and volumes of emission allowances, and prices and availability of fuels. Fortum hedges its exposure to commodity market risks in order to reduce volatility in cash flow, and to increase the predictability of future results. For further information on hedge ratios, sensitivities and outstanding derivatives contracts, see } Note 4.

Electricity price and volume risks

Fortum is exposed to electricity market price movements and volume changes mainly through its power and heat generation.

In the Nordics and central European countries, market prices and, consequently, the amount of profitable production exhibit significant variation, for instance due to weather conditions, outage patterns in production and transmission lines, CO2 allowance prices, fuel prices, as well as the amount of electricity demand. Electricity price risks in the Nordics and central European markets are mainly hedged by entering electricity derivatives contracts on exchanges such as the Nasdaq Commodities or the European Energy Exchange, as well as directly with counterparties active in the energy markets. The ability to efficiently implement hedging strategies is dependent on a well-functioning and liquid derivatives

market. There is a risk of decreasing liquidity of especially Nordic electricity derivatives on the Nasdaq Commodities, and decreasing the price variance and difference in the liquidity in various price areas. Alternatives, including the use of OTC derivative contracts and correlated products traded on other exchanges, are used to mitigate this risk. The Generation segment and the Uniper segment have separate hedging strategies covering several years in the short- to medium-term. Hedging strategies are continuously evaluated as electricity and other commodity market prices, the hydrological balance and other relevant parameters change. Hedging of the Generation segment’s power sales is performed in EUR on a Nordic level, covering both Finland and Sweden; and the currency component of these hedges in the Swedish entity is currently not hedged. Uniper segment’s Nordic power hedging is performed only in Sweden, and the currency component of these hedges in the Swedish entity is hedged.

In Russia, electricity and capacity prices are the main source of market risk. Capacity from newer units is sold under capacity supply agreements where the price is set by the Russian Federation to ensure the return on investments. Capacity from old units has been sold until 2025 via capacity supply auctions which have already been conducted.

Electricity price exposure is partly mitigated through regulated fixed-price bilateral agreements, but the majority of electricity sales is exposed to spot price risk. In the short-term, electricity prices and volumes are mainly impacted by changes in industrial demand, gas prices and weather-driven demand changes.

Emission and environmental value risks

The EU and the United Kingdom have emissions trading schemes to reduce the amount of CO2 emissions. In addition to the emissions trading schemes, there are other trading schemes in environmental values in place in Sweden, Norway and Poland. Part of Fortum’s power and heat generation is subject to requirements of these schemes. There is currently no trading scheme in Russia for emissions or other environmental values. However, Russia has announced intentions to comply with the Paris Agreement, but there is uncertainty related to how and when a possible carbon market could be implemented.

The main factors influencing the prices of CO2 emission allowances and other environmental values are political decisions, and the supply and demand balance. Fortum hedges its exposure to these prices and volumes through the use of CO2 derivatives and environmental certificates.

Fuel and gas prices and volume risks

Power and heat generation requires use of fuels that are purchased on global or local markets. The main fuels used by Fortum are natural gas, uranium, coal, various biomass-based fuels and waste. The main risk factor for fuels that are traded on global markets, such as coal and natural gas, is the uncertainty in price. Prices are largely affected by demand and supply imbalances that can be caused by, e.g., increased demand growth in developing countries, natural disasters or supply constraints in countries experiencing political or social unrest. For fuels that are sourced on local or regional markets, such as biofuels, the volume risk in terms of availability of the raw material of appropriate quality is more significant as there may be a limited number of suppliers. Due to the current sanctions, there are also risks related to imported fuels from Russia. The increasing geopolitical tensions and further escalation could, e.g., lead to curtailments of physical gas deliveries to Uniper, which may require Uniper to source gas in the market at higher prices. Both Fortum and Uniper continue to monitor the situation closely and prepare constantly adapted mitigation measures to minimise the impact of an escalation to Fortum Group.

The exposure to fuel price risk is mitigated through fixed-price physical delivery contracts, or derivative contracts. The main fuel source for heat and power generation in Russia is natural gas, which is partially regulated, limiting the price risk exposure. Long-term gas supply contracts are concluded with gas suppliers to ensure gas availability for power plants.

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Long-term gas supply contracts of Uniper generally include the possibility for the customer and the supplier to adapt contractual terms to changed market conditions. This entails the major risk for Uniper that suppliers will impose conditions that are detrimental. In order to limit the risk, negotiations are conducted by the most experienced employees utilising all available internal and external expertise.

A deterioration in the economic situation or upheavals in the market for LNG could lead to a lower than planned utilisation of the long-term capacity booked in the regasification plants in Uniper’s LNG business, and make it necessary to set up provisions for onerous contracts over the entire remaining booking period. Uniper strives to further increase the utilisation of this booked capacity, and thus improve the revenue situation.

Liquidity and refinancing risks

Fortum's business is exposed to liquidity and refinancing risks primarily through the need to finance the Group’s business operations, including margining and collaterals issued for trading and hedging activities. Higher commodity prices increase the net margining payments which are mainly settled in cash. Fortum maintains a diversified financing structure in terms of debt maturity profile, debt instruments and geographical markets. Liquidity and refinancing risks are managed through a combination of cash positions and committed credit facility agreements. The credit risk of cash positions has been mitigated by diversifying the deposits to high-credit quality financial institutions and issuers of corporate debt.

Fortum Corporation is currently rated BBB with a stable outlook by both Fitch and S&P Global Ratings rating agencies. The key risk factors which could lead to a weakening credit metrics and potentially trigger rating downgrade include a persistent decline in European and Russian power prices, lower-than-expected amounts received from planned divestments, increase in leverage, deterioration of the geopolitical situation or high market volatility. A lowering of credit ratings, in particular to below investment grade level (BB+ or below) could affect access to the capital markets and increase the cost of new financing.

Uniper, a separate listed company operating under German laws and regulations, is currently also rated BBB with a stable outlook by S&P Global Ratings. The stable outlook on Uniper’s rating reflects the outlook on the BBB rating of Fortum, which serves as a cap for Uniper’s rating. A downgrade of Fortum’s rating could lead to a corresponding downgrade of Uniper’s rating. A downgrade from the current BBB investment grade rating to BBB- or below could negatively affect Uniper’s liquidity as it would trigger counterparties’, particularly in the trading business, right to demand additional collateral which would need to be provided via liquid assets or bank guarantees. The related risk is measured, monitored and managed against a given limit.

Fortum is targeting to maintain at least its current rating, and to strengthen its financial profile and to improve its business risk profile. Fortum and Uniper maintain an active dialogue with credit rating agencies to ensure understanding of Fortum and Uniper’s aligned strategy and planned measures which target to achieve a financial and business profile that supports the current rating.

Currency and interest rate risks

Fortum’s debt portfolio consists of interest-bearing liabilities and derivatives on a fixed- and floating-rate basis with differing maturity profiles. Fortum is exposed to cash flow risk from changes in interest rates mainly from interest-bearing liabilities and derivatives on a fixed- and floating rate basis. Additionally changes in general interest rate levels may have an impact on discount rates of various provisions like pension provisions and asset retirement obligations causing changes in the amount of interest-bearing debt and financial costs, but without a cash flow impact. Fortum manages the interest rate exposure through a duration mandate of the loan portfolio excluding leasing liabilities and

provisions, and cash flow at risk limit. Fortum uses different types of financing contracts and interest rate derivative contracts to manage the interest rate exposure and evaluates and develops the strategies in order to find an optimal balance between risk and financing cost.

Fortum has cash flows, assets and liabilities in currencies other than EUR and is therefore exposed to fluctuations in exchange rates. Currency exposures are divided into transaction exposures (foreign exchange exposures relating to contracted cash flows and balance sheet items where changes in exchange rates will have an impact on earnings and cash flows) and translation exposure (foreign exchange exposure that arises when profits and balance sheets in foreign entities are consolidated at the Group level).

The main translation exposure is toward EUR/Russian Rouble (RUB), EUR/Swedish Krona (SEK) and EUR/British Pound Sterling (GBP), arising from Fortum's extensive operations in Russia, Sweden and the United Kingdom. Fluctuations of the RUB, SEK and the GBP against the EUR could have an adverse effect on future results and equity when consolidating and translating results and net assets in Russian, Swedish and UK affiliates into euros. Translation exposures in the Fortum Group are generally not hedged as the majority of these assets are considered to be long-term strategic holdings.

Transaction exposure arises mainly from physical and financial trading of commodities, existing and new investments, external and internal financing and shareholder loans within the Group. Fortum hedges major transaction exposures on a local level in the reporting currency of each legal entity in order to avoid exchange differences in the profit and loss statement. An exception is the Generation segment’s hedging of power sales in Sweden where the currency component is currently not hedged.

Centralised treasury functions in Uniper and the Fortum Corporation separately coordinate currency risk management and execute external hedges consisting of currency derivative contracts, which are matched against the underlying future cash flow according to maturity. Derivatives are used exclusively to hedge existing foreign exchange risks, not for proprietary trading.

Counterparty and credit risks

Fortum is exposed to counterparty risk whenever there is a contractual arrangement with an external counterparty including customers, suppliers, partners, banks, clearing houses and trading counterparties. Following increasing geopolitical tensions, counterparties of the Fortum Group could become subject to sanctions, which may impact current or future business relations. Fortum actively monitors the situation in order to ensure continued compliance with prevailing rules and applicable sanctions laws.

Credit risk exposures-related hedging and trading arise through the use of physical delivery contracts, and to financial derivative instruments. The credit risk exposures are volatile and include both the replacement risk and the settlement risk. Exchange-traded derivatives are cleared through central clearing parties (CCPs) or through clearing banks, while OTC derivative contracts are concluded directly with a number of different counterparties, including energy wholesalers and retailers, utilities, trading companies, industrial end-users and financial institutions active in the financial and energy markets.

Due to the financing needs and management of liquidity, Fortum has counterparty credit exposure toward a number of banks and financial institutions. The majority of the exposure is toward Fortum's key relationship banks, which are highly creditworthy institutions. Fortum also has exposure to the Russian financial sector in terms of deposits with financial institutions as well as to banks that provide guarantees for suppliers and contracting parties. Deposits in Russia have been concentrated to the most creditworthy state-owned or controlled banks as well as affiliates of the key relationship banks.

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Credit risk exposures relating to customers and suppliers are spread across a wide range of industrial counterparties, energy companies, government and municipal entities, utilities, small businesses, housing associations and private individuals over a range of geographic regions. The risk of credit losses in the electricity and heat sales business in Russia is deemed higher than in Fortum’s other operating countries.

Fortum has routines and processes to identify, assess and control exposure. Credit checks are performed before entering or renewing commercial obligations and exposure limits are set for larger individual counterparties as well as for counterparty groups. Creditworthiness is monitored through the use of internal and external sources so that mitigating actions can be taken when needed. Mitigating actions include demanding collateral, such as guarantees, managing contract terms and contract length, and the use of netting agreements.

Operational risks

Operational risks are unexpected events which can lead to negative monetary, safety, environmental or reputational impacts as a result of inadequate or failed internal processes, systems or equipment, or from external events.

People and Process Risks

People risks include an inability to attract and retain the right competences, risks due to the loss of special skills and risks due to errors on the part of employees who have not been sufficiently trained, or who are not sufficiently qualified. Specifically, in its commodity trading business, Uniper has particular expertise and key persons which, in case they were to leave, could have a tangible impact on Uniper Global Commodities earnings potential, business continuation, innovation and development. In order to reduce people risks, Fortum invests in the development and distribution of skills and succession planning. In addition, the existing compensation system for employees is regularly reviewed and adjusted.

Process risks are mainly caused by design failures or human errors. Mitigation includes process automation, testing and education. Process-related risks are assessed and controls for the most relevant risks are defined and implemented as part of the internal controls’ framework. IT-system risk management is based on an IT Service Lifecycle Model, and related processes and practices which has been developed using reference frameworks such as COBIT and ITIL. Business continuity plans are in place for business-critical processes.

Property, plant and equipment

Operational events at power and heat generation, gas storage and distribution, fuel handling and recycling and waste facilities can lead to environmental and physical damages, business interruption, clean-up costs and third-party liabilities. Property, plant and equipment risks are primarily managed through condition monitoring and maintenance planning. In addition, Fortum's industrial assets are covered by insurance policies for property damage and business interruption risks which mitigates the impact of internal and external events, should they occur.

Hydro power

Fortum has a large number of hydro power plants and dams in the Nordics and Germany. A dam breach is a serious accident with the threat of possible significant damage downstream. A long-term programme is in place for improving the surveillance of the condition of dams, and for securing the discharge capacity in extreme flood situations. Third-party liabilities from dam failures are strictly the plant owner’s responsibility. Together with other hydro power producers, Fortum has a shared dam liability insurance programme in place that covers Finnish and Swedish dam failure liabilities up to SEK 10,000 million (approximately EUR 1 billion).

Nuclear power

Fortum owns and operates the Loviisa nuclear power plant and is the owner of OKG AB which owns three nuclear power reactors in Sweden, of which one is in operation. Additionally, Fortum has minority interests in two Finnish and two Swedish nuclear power companies. Any severe accident or nuclear release in nuclear power plants could lead to high costs, environmental damages and third-party liabilities. Both in Finland and Sweden, the assessment and improvement of nuclear safety is a continuous process performed under the supervision of the Radiation and Nuclear Safety Authority of Finland (STUK) and the Swedish Radiation Safety Authority (SSM) in Sweden.

Owners of nuclear facilities in Finland and Sweden have statutory liabilities for damages resulting from accidents occurring in those nuclear facilities, and for accidents involving any radioactive substance connected to the operation of those facilities. Third-party liability related to nuclear accidents is strictly under the plant operator’s responsibility and must be covered by insurance, or other financial cover. In Finland, as the operator of the Loviisa power plant, Fortum has a statutory liability insurance policy of SDR 600 million (Special Drawing Right) equivalent to approximately EUR 700 million. In Sweden, legislation requires that operators of nuclear power plants have a liability insurance or other financial cover in the amount equivalent to EUR 1.2 billion per incident. As the renewed Nuclear liability law has come into effect at the beginning of the year 2022, both in Finland and Sweden, legislation requires that operators of nuclear power plants need to have a liability insurance or other financial cover in the amount equivalent to EUR 1.2 billion per incident.

In both Finland and Sweden, the future costs of the final disposal of spent fuel, the management of low and intermediate-level radioactive waste and the decommissioning of the radioactive part of the nuclear power plant are provided for by a state-established fund to which nuclear power plant operators finance. Contributions to these funds should be sufficient to fully cover expected costs for handling all the produced radioactive waste, but the possibility exists that future costs could exceed currently estimated fund provisions. If this were to occur, Fortum, would be responsible for any such excess costs in relation to its share of operations and assets.

Asset project risks

Fortum’s business activities involve construction, modernisation, maintenance and decommissioning of power plants or other energy industry facilities. There is a risk that construction costs exceed planned costs or that construction delays occur as a result of regulatory or permit issues, failure of key suppliers, being unable to obtain permits, or as a result of Covid-19 discontinuing the project. Asset projects also face environmental, health and safety risks. Asset project risks may realise both for Fortum’s own assets projects, or projects carried out through joint ventures or associated companies.

Managing asset project risk is an integral part of every project. Project managers are responsible for ensuring that project-related risks which may lead to delays, increased costs, negative impacts to the environment or which could jeopardise the health and safety of personnel and contractors are identified and assessed, and that actions are taken to minimise such risks. The most significant asset projects are listed below.

Datteln 4: Permitting risk

Since 30 May 2020, the coal-fired power plant Datteln 4 with an installed capacity of approximately 1,055 MW is in commercial operation. Construction and operation are based on the currently granted emission control permit from the district government of Munster and the project-based development plan No. 105a by the city of Datteln. However, the project continues to be the subject of several administrative lawsuits. In August 2021, the Higher Administrative Court of North Rhine-Westphalia declared the development plan No. 105-Kraftwerk – by the city of Datteln as invalid and did not allow for an appeal. The court decision is not yet legally binding. Uniper and the city of Datteln submitted a non-admission complaint to obtain the right to appeal. If, as a result of the pending legal proceedings, the permit is revoked,

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or the development plan is declared ineffective, there is the risk that planned earnings cannot be realised. The coal exit law which entered into force in August 2020 has also not changed the potential for this permitting risk.

Nord Stream 2: Project Failure Risk

Uniper is involved in financing the Nord Stream 2 project. As part of this financing, there is a default risk for receivables from Nord Stream 2 AG, particularly in the event the project cannot be completed successfully. The main risks for the completion of the project are actual and potential United States sanctions. So far US sanctions have been issued against Russian-related entities involved in the project without impacting the completion of the pipeline construction. In July 2021 the US and Germany have come to an agreement on Nord Stream 2, Ukraine and climate protection. The construction of both pipelines is completed, they are filled with gas and the regulated part of the pipelines is waiting certification. Stream 2 AG has confirmed that they are working on to obtain the Independent Transmission system Operator certification from Bundesnetzagentur and complete the project. Due to increased geopolitical tensions on the Russian and Ukrainian border and after Russia recognising of the Luhansk and Donetsk, Germany has halted the certification of the gas pipeline Nord Stream 2 for time being. Uniper is currently analysing potential effects of the halted certification process on its financial position, net assets and results of operation.

For comments on the geopolitical uncertainty due to Russia’s invasion on Ukraine, imposed sanctions and possible future sanctions and counter sanctions and their possible impacts on Fortum Group’s Russian business and assets, please see } Note 39.

Olkiluoto 3 project delay risk

In Finland, Fortum is participating in the country's fifth nuclear power plant unit, Olkiluoto 3 (OL3), through the shareholding in Teollisuuden Voima Oyj (TVO) with an approximately 25% share representing some 400 MW in capacity. Olkiluoto 3 EPR (OL3 EPR), currently under test production phase, was procured as a fixed-price turnkey project from a consortium formed by Areva GmbH, Areva NP SAS and Siemens AG. As stipulated in the plant contract, the consortium companies have joint and several liability for the contractual obligations. According to the latest schedule regular electricity production starts in July 2022.

The risk related to the planned completion refers to a situation in which commercial use cannot be launched as planned, which leads to additional costs of electricity for Fortum. During 2020, several risk management measures related to the OL3 EPR project have been executed to improve TVO’s readiness to commission the OL3 EPR plant. For more information about these measures, please see TVO’s annual report.

Cyber and information security risks

Fortum’s business operations and customer-related services are dependent on well-functioning IT, communications and information management systems and processes. Due to the nature of the business, large amounts of data are processed, often in real-time, and used for operating critical infrastructure, including power stations and gas storage facilities, trading and hedging decisions, serving customers and in internal and external communication and reporting. Like all operators of critical infrastructure, Fortum is increasingly exposed to cyber security risks, including risks related to information and operational technology systems, digitalisation and privacy. Also, physical attacks against issuer’s assets are possible and can have material impacts. Therefore, crisis management rehearsals have been kept to improve business resilience. The ongoing political tensions between the EU, United States and Russia, the overall probability of cyber risks has been increased.

Cyber and physical security risks, including risks related to information, operation technology (OT) and digitalisation, are managed in collaboration with corporate security, business divisions and other support functions. Focus area has

been OT cyber security capabilities to be able to improve resilience of the operations and production. There are cyber security instructions and procedures in place which set requirements for managing and mitigating cyber security risks. Security-related regulation is increasing and is therefore being monitored by a special program.

Business divisions are responsible for business continuity planning and IT functions are responsible for IT service continuity.

Climate-related risks

Mitigating climate change, adapting to it and driving the transition to a lower-carbon economy is an integral part of Fortum’s strategy.

As a result, Fortum has committed to ambitious climate targets and to be carbon neutral as a Group by 2050 at the latest in line with the goals of the Paris Agreement.

Management of climate-related risks is integrated into Fortum’s and Uniper’s respective risk management frameworks and follows the same governance and processes as for other material risk and uncertainties. Risks are regularly identified and assessed through a structured process. Risk owners are assigned for managing the risks and they are regularly reported and followed-up in various management teams and expert forums. In Fortum, excluding Uniper, there is a specific review of the key climate-related risks by a group of experts from selected functions. These risks are reported to Fortum Executive Management team and the Audit and Risk Committee as part of the annual review of material risks and uncertainties for the Fortum Group.

Climate-related risks are divided into two categories in accordance with the TCFD recommendations: transition risks and physical risks. The identified physical risks are generally found in the operational risk category, whereas transition risks are generally part of the strategic risk category. As Uniper currently does not apply the same approach to climate-related risks, the transition risks and physical risks described below have been assessed for Fortum, excluding Uniper.

See } Note 2 on how climate-related matters are reflected in Fortum’s consolidated financial statements.

Transition risks

Fortum’s strategy is to a large extent built on taking advantage of the opportunities associated with the transition to a low-carbon economy and successfully mitigating the risks. The transition to a low-carbon economy poses a number of strategic and operative risks related to changes in energy and climate policy and regulation, technology development and the business environment in which Fortum operates. Climate change may impact to external market conditions, which can impact Fortum’s financial and operative performance. Supply and demand, and the prices achieved for Fortum’s products can be affected by a wide range of factors including political developments and consumer preferences for low-carbon energy. Additionally, Fortum’s brand and reputation can be negatively impacted by changes in stakeholder perception about Fortum’s ability to deliver on its strategy.

The key risks related to climate policy and regulation include national climate policies or steering mechanisms that exceed EU targets for greenhouse gas reduction, renewable energy production and energy efficiency. This can lead to overlapping or inefficient mechanisms, such as diluting the EU emissions trading system (ETS), tighter restrictions on incineration and burning of various fuels, and a more regulated electricity market. In the context of national climate strategies, several countries have decided to phase out certain energy production technologies, such as coal and nuclear. In case such political decisions are done without offering sufficient compensation, there is a risk of write-offs, impairments or early retirement of existing assets, as well as social and dismantling costs. Furthermore, the energy transition may curtail the expected useful lives of assets thereby accelerating depreciation charges. Fortum favours a market-based approach to decarbonisation with CO2 pricing as a key tool, and clear criteria for capacity remuneration in

39

case such mechanisms are implemented. Additionally, increased demand flexibility is needed to cope with the expected increase in intermittent renewable production.

The transition to a low-carbon economy also poses risks if there emerge new, disruptive technologies that create cheap sources of flexibility or storage in the energy market. Additionally, if there is an accelerated decline in the cost of renewable energy, it could decrease the value of existing conventional power and heat generation assets. Fortum continuously monitors technology developments and selectively invests in innovative technologies. Fortum aims to grow a sizeable renewables portfolio, focusing on wind and solar primarily in Europe, and therefore, monitors the price development of renewables and evaluates both divestment and investment opportunities to optimise the portfolio with the aim of lower carbon emissions. As part of the updated strategy, Fortum is targeting to invest in hydrogen and clean gas solutions. Technological challenges, as well as pending regulation on hydrogen economy, could prevent or slow-down the growth of hydrogen, negatively impacting any such investments and delaying the decarbonisation of natural gas and industrial sectors.

Increasing and broadening sustainability requirements, e.g., in the context of the EU Sustainable Finance taxonomy, could lead to a situation where a part of Fortum’s CO2 free or low carbon energy production is classified as non-sustainable, which might lead to higher capital costs for new investments. Additionally, there is a risk of increasing activity by NGOs which could affect key stakeholder perception. Fortum’s exposure to these risks is increasing as a result of the consolidation of Uniper as a subsidiary with coal and gas-fired power generation assets. In order to mitigate these risks, Fortum focuses on the sustainability impacts of strategy and business decisions, communicating transparently about strategy implementation to key stakeholders, ensuring a broad base of investors and flexibility in financing. The aligned strategy for the Fortum Group includes a commitment to reduce its’ coal exposure and reach a carbon neutral European generation by 2035 at the latest and reducing CO2 emissions in European generation with at least 50% by 2030.

Physical risks

Fortum’s operations and assets are exposed to external events, the frequency and magnitude of which may increase as a result of climate change. Changes in precipitation, inflows and temperatures and extreme weather events may affect power production as well as bioenergy supply and availability. Intense storms with, e.g., flash floods could increase the risk of dam breaches as well as causing local damages and production outages. Warmer weather may also lead to a need for new cooling or process water sources, and extreme warm and dry summer periods could result in forest fires which potentially damage assets or lead to grid outages restricting power supply. Fortum adapts its operations to the changing climate and takes it into consideration in production and maintenance planning, and in evaluating growth and investment projects. Climate change scenarios are considered in long-term dam safety investments so that extreme flooding situations can be managed.

Climate-change may affect the demand and supply of energy products due to changing weather patterns. This could lead to, e.g., lower and more volatile electricity and gas prices which negatively affect the revenues of power generation assets. Warmer weather may also impact the demand for heating to a larger extent than currently expected.

Covid-19 Risks

Fortum has considered the potential impact of the Covid-19 pandemic on its business operations and concluded the overall effect in the consolidated financial statements not to be significant.

During 2020 and 2021, the Covid-19 pandemic resulted in new and partly unexpected risks as societies and governments across the world implemented drastic measures to contain the spread of the disease. The impacts for Fortum have so far been limited, and the situation compared to the end of 2020 has improved. Fortum is closely monitoring the development of the pandemic and its potential impacts. 

Fortum has assessed whether there are any indications for impairment based on internal and external sources of information, such as the effects of the Covid-19. Based on the current pandemic situation and experiences Fortum does not currently foresee that Covid-19 would have such long-term effects that it would impact the overall values of its non-current assets, such as property, plant and equipment and intangible assets. 

40

Fortum share and shareholders

Fortum Corporation’s shares have been listed on Nasdaq Helsinki since 18 December 1998. The trading code is FORTUM. Fortum Corporation’s shares are in the Finnish book entry system maintained by Euroclear Finland Ltd which also maintains the official share register of Fortum Corporation.

Share key figures

EUR

2021

2020

2019

Earnings per share

0.83

2.05

1.67

Cash flow per share

5.60

2.88

2.27

Equity per share

13.66

14.58

14.61

Dividend per share

1.14

1)

1.12

1.10

Payout ratio, %

137.3

1)

54.6

65.9

Dividend yield, %

4.2

1)

5.7

5.0

1)Board of Directors' proposal for the planned Annual General Meeting 28 March 2022.

For full set of share key figures, see the section } Key figures in the Financial Statements.

Shareholders value, share price performance and volumes

Fortum's mission is to deliver excellent value to its shareholders. Fortum’s share price has appreciated approximately 117% during the last five years, while Dow Jones European Utility Index has increased 47%. During the same period Nasdaq Helsinki Cap index has increased 52%. During 2021 Fortum’s share price appreciated approximately 37%, while Dow Jones European Utility index increased approximately 5% and Nasdaq Helsinki Cap index increased approximately 21%.

In 2021, a total of 351.5 million (2020: 647.9) Fortum Corporation shares, totalling EUR 8,315 million, were traded on Nasdaq Helsinki. The highest quotation of Fortum Corporation shares during 2021 was EUR 27.96, the lowest EUR 19.72, and the volume-weighted average EUR 23.65. The closing quotation on the last trading day of the year 2021 was EUR 26.99 (2020: 19.70). Fortum's market capitalisation, calculated using the closing quotation of the last trading day of the year, was EUR 23,975 million (2020: 17,499).

In addition to the Nasdaq Helsinki, Fortum shares were traded on several alternative market places, for example at Cboe and Turquoise, and on the OTC market. During 2021, approximately 70% (2020: 68%) of Fortum's shares were traded on markets other than the Nasdaq Helsinki Ltd.

Share capital

Fortum Corporation has one class of shares. By the end of 2021, a total of 888,294,465 shares (2020: 888,294,465) had been issued. Each share entitles the holder to one vote at the Annual General Meeting. All shares entitle holders to an equal dividend. At the end of 2021 Fortum Corporation’s share capital, paid in its entirety and entered in the trade register, was EUR 3,046,185,953.00.

Shareholders

At the end of 2021 the Finnish State owned 50.76% of the company’s shares. The Finnish Parliament has authorised the Government to reduce the Finnish State’s holding in Fortum Corporation to no less than 50.1% of the share capital and voting rights.

The proportion of nominee registrations and direct foreign shareholders was 25.8% (2020: 24.2%).

Shareholders, 31 December 2021

Shareholders

No. of shares

Holding %

Finnish State

450,932,988

50.76

Varma Mutual Pension Insurance Company

14,950,407

1.68

Ilmarinen Mutual Pension Insurance Company

14,163,000

1.59

The Finnish Social Insurance Institution

6,430,896

0.72

Kurikan Kaupunki

6,203,500

0.70

Elo Mutual Pension Insurance Company

6,033,485

0.68

The State Pension Fund

2,700,000

0.30

OP-Finland

1,703,775

0.19

Mandatum Life Insurance Company Ltd.

1,441,154

0.16

OP-Henkivakuutus Ltd.

1,366,948

0.15

Danske Invest Finnish Equity Fund

1,295,000

0.15

Nordea Pro Finland Fund

1,089,032

0.12

Seligson & Co OMX Helsinki 25 Exchange Traded Fund (ETF)

1,047,600

0.12

Sigrid Jusélius Foundation

1,039,340

0.12

Nominee registrations and direct foreign ownership

228,795,571

25.76

Other

149,101,769

16.79

Total

888,294,465

100.00

41

By shareholder category

% of total amount
of shares

Finnish shareholders

Corporations

1.93

Financial and insurance institutions

1.73

General government

56.72

Non-profit organisations

1.44

Households

12.42

Non-Finnish shareholders

25.76

Total

100.00

Breakdown of share ownership, 31 December 2021

Number of shares owned

No. of shareholders

% of shareholders

No. of shares

% of total amount of shares

1-100

85,049

41.91

3,787,899

0.43

101-500

70,069

34.53

17,947,234

2.02

501-1,000

22,827

11.25

16,841,266

1.90

1,001-10,000

23,621

11.64

61,470,562

6.92

10,001-100,000

1,285

0.63

28,745,272

3.24

100,001-1,000,000

84

0.04

21,726,468

2.45

1,000,001-10,000,000

11

0.01

30,350,730

3.42

over 10,000,000

3

0.00

480,046,395

54.04

202,949

100.00

660,915,826

74.40

In the joint book-entry account and in special accounts on 31 December

596

0.00

Nominee registrations

227,378,043

25.60

Total

888,294,465

100.00

Management shareholding 31 December 2021

At the end of 2021, the President and CEO and other members of the Fortum Executive Management owned 224,369 shares (2020: 281,308) representing approximately 0.03% (2020: 0.03%) of the total shares in the company.

A full description of the shareholdings and interests in long-term incentive schemes of the President and CEO and other members of the Fortum Executive Management is shown in } Note 10.

Authorisations from the Annual General Meeting 2021

In 2021, the Annual General Meeting decided to authorise the Board of Directors to decide on the repurchase and disposal of the company’s own shares up to a maximum number of 20,000,000 shares, which corresponds to approximately 2.25% of all the shares in the company. These authorisations are effective until the next Annual General Meeting and, in any event, for a period no longer than 18 months. These authorisations had not been used as per 2 March 2022.

Dividend policy

The dividend policy ensures that shareholders receive a fair remuneration for their entrusted capital, supported by the company’s long-term strategy that aims at increasing earnings and cash flow and thereby the dividend. When proposing the dividend, the Board of Directors looks at a range of factors, including the macro environment, balance sheet strength as well as future investment plans. Fortum Corporation’s dividend policy is to pay a stable, sustainable and over time increasing dividend.

42

Dividend distribution proposal

The distributable funds of Fortum Corporation as at 31 December 2021 amounted to EUR 5,747,917,222 including the profit of the financial period 2021 of EUR 1,816,026,744. The company’s liquidity is good and the dividend proposed by the Board of Directors will not compromise the company’s liquidity.

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.14 per share be paid for 2021.

Based on the number of registered shares as at 2 March 2022 the total amount of dividend would be
EUR 1,012,655,690. The Board of Directors proposes, that the remaining part of the distributable funds be retained in the shareholders’ equity.

The Annual General Meeting is planned to take place on 28 March 2022 at 14:00 EEST.


Graphic

Graphic

Graphic

43

Consolidated income statement

Graphic
Graphic
Graphic

EUR million

Note

2021

2020

Sales

6

112,400

49,015

Other income

8

12,380

4,802

Materials and services

9

-105,170

-44,298

Employee benefits

10

-1,561

-1,195

Depreciation and amortisation

6, 16, 17

-1,281

-1,090

Other expenses

8

-14,232

-5,890

Comparable operating profit

6

2,536

1,344

Items affecting comparability

6, 7

-3,124

255

Operating profit

6

-588

1,599

Share of profit of associates and joint ventures

6, 18

192

656

Interest expense

-202

-170

Interest income

156

111

Other financial items - net

154

3

Finance costs - net

11

107

-56

Profit before income tax

-289

2,199

Income tax expense

12

175

-344

Net profit for the year

-114

1,855

   

Attributable to:

Owners of the parent

739

1,823

Non-controlling interests

-852

32

-114

1,855

   

Earnings per share for profit attributable to the equity owners of the company (EUR per share)

13

Basic

0.83

2.05

As Fortum currently has no dilutive instruments outstanding, diluted earnings per share is the same as basic earnings per share.

EUR million

Note

2021

2020

Comparable operating profit

2,536

1,344

Impairment charges and reversals

-83

2

Capital gains and other related items

2,681

765

Impact from acquisition accounting

-

-222

Changes in fair values of derivatives hedging future cash flow

-5,424

-675

Other

-299

386

Items affecting comparability

6, 7

-3,124

255

Operating profit

-588

1,599

See } Definitions and reconciliations of key figures

44

Graphic
Graphic
Graphic
Graphic

Consolidated statement of comprehensive income

EUR million

Note

2021

2020

Net profit for the year

-114

1,855

  

Other comprehensive income

  

Items that may be reclassified to profit or loss in subsequent periods:

Cash flow hedges

Fair value gains/losses

-1,365

-155

Transfers to income statement

117

45

Transfers to inventory/property, plant and equipment

1

2

Deferred taxes

265

21

Net investment hedges

Fair value gains/losses

-15

48

Deferred taxes

1

-8

Exchange differences on translating foreign operations

4.3

322

-524

Share of other comprehensive income of associates and joint ventures

18

8

-250

Transfer to income statement due to impact from acquisition accounting

-

222

Other changes

20

-70

-646

-667

  

Items that will not be reclassified to profit or loss in subsequent periods:

Remeasurement of investments

-6

-28

Actuarial gains/losses on defined benefit plans

31

226

-244

Actuarial gains/losses on defined benefit plans in associates and joint ventures

29

67

  

250

-205

Other comprehensive income/expense for the year, net of deferred taxes

-397

-873

Total comprehensive income for the year

-510

982

    

Total comprehensive income attributable to:

Owners of the parent

185

1,052

Non-controlling interests

-695

-70

-510

982


Other comprehensive income (OCI) includes items of income and expense that are recognised in equity and not recognised in the consolidated income statement. They include unrealised items, such as fair value gains and losses on financial instruments hedging future cash flows. These items will be realised in the Consolidated income statement when the underlying hedged items are recognised. OCI also includes gains and losses on fair valuation of other investments, actuarial gains and losses from defined benefit plans, items on comprehensive income in associated companies and translation differences.

Fair valuation of cash flow hedges mainly relates to fair valuation of derivatives, such as futures and forwards, hedging commodity sales price for future transactions, where hedge accounting is applied. When commodity market price is higher (lower) than the hedging price, the impact on equity is negative (positive).

Translation differences from translation of foreign entities, mainly RUB and SEK.

45

Consolidated balance sheet

EUR million

Note

31 Dec 2021

31 Dec 2020

ASSETS

Non-current assets

Intangible assets 1)

16

2,167

2,268

Property, plant and equipment and right-of-use assets

17

19,049

19,367

Participations in associates and joint ventures

18

2,461

2,912

Shares in Nuclear Waste Funds

29

3,515

3,445

Other non-current assets

20

570

479

Deferred tax assets

28

2,149

1,089

Derivative financial instruments

14, 15

17,096

2,946

Long-term interest-bearing receivables

21

2,392

2,402

Total non-current assets 1)

49,399

34,908

 

Current assets

Inventories 1)

22

2,275

1,936

Derivative financial instruments

14, 15

65,392

7,531

Short-term interest-bearing receivables

21

715

598

Income tax receivables

28

161

156

Margin receivables

27

9,163

1,132

Trade and other receivables

23

14,856

8,906

Liquid funds

24

7,592

2,308

Total current assets 1)

100,155

22,567

Assets held for sale

3

108

335

  

Total assets

149,661

57,810

EUR million

Note

31 Dec 2021

31 Dec 2020

EQUITY

Equity attributable to owners of the parent

Share capital

25

3,046

3,046

Share premium

73

73

Retained earnings

10,062

10,149

Other equity components

-1,050

-316

Total

12,131

12,953

Non-controlling interests

26

1,534

2,624

Total equity

13,665

15,577

 

LIABILITIES

Non-current liabilities

Interest-bearing liabilities

27

8,701

8,785

Derivative financial instruments

14, 15

16,657

2,657

Deferred tax liabilities

28

827

952

Nuclear provisions

29

3,891

3,866

Other provisions

30

4,108

3,452

Pension obligations, net

31

1,190

1,520

Other non-current liabilities

32

397

344

Total non-current liabilities

35,771

21,576

Current liabilities

Interest-bearing liabilities

27

8,519

1,877

Derivative financial instruments

14, 15

71,947

7,937

Other provisions

30

2,299

780

Margin liabilities

27

985

331

Trade and other payables

33

16,477

9,525

Total current liabilities

100,226

20,451

Liabilities related to assets held for sale

3

-

206

 

Total liabilities

135,997

42,233

  

Total equity and liabilities

149,661

57,810

1)In 2021, CO2 emission allowances included in Intangible assets were reclassified to Inventories. Comparatives have been reclassified accordingly. See } Note 22 Inventories.

46

Consolidated statement of changes in total equity

Share
capital

Share
premium

Retained
earnings

Other equity
components

Owners
of the
parent

Non-
controlling
interests

Total
equity

EUR million

Note

Retained
earnings

Translation
of foreign
operations

Cash
flow
hedges

Other
OCI
items

OCI items
associates
and joint
ventures

Total equity 1 January 2021

3,046

73

13,097

-2,948

-158

-175

18

12,953

2,624

15,577

IS Net profit for the year

739

739

-852

-114

Translation differences

180

2

2

184

137

322

Other comprehensive income

-982

207

37

-738

20

-718

Total comprehensive income for the year

739

180

-980

209

37

185

-695

-510

Cash dividend

13

-995

-995

-171

-1,166

Transactions with non-controlling interests

-15

-15

-221

-236

Other

3

3

-3

0

BS Total equity 31 December 2021

3,046

73

12,830

-2,768

-1,138

34

54

12,131

1,534

13,665

Total equity 1 January 2020

3,046

73

12,441

-2,459

-70

60

-108

12,982

252

13,235

IS Net profit for the year

1,823

1,823

32

1,855

Translation differences

-490

-1

-3

2

-492

-32

-524

Other comprehensive income

-87

-231

40

-279

-70

-349

Total comprehensive income for the year

1,823

-490

-88

-235

42

1,052

-70

982

Cash dividend

13

-977

-977

-160

-1,137

Changes due to business combinations

3

-

2,847

2,847

Impact from acquisition accounting

7

-84

84

0

-

0

Transactions with non-controlling interests

-107

-107

-247

-354

Other

2

2

1

4

BS Total equity 31 December 2020

3,046

73

13,097

-2,948

-158

-175

18

12,953

2,624

15,577

Translation differences

Translation of financial information from subsidiaries in foreign currency is done using the average rate for the income statement and the end rate for the balance sheet. The exchange rate differences arising from translation (mainly related to RUB and SEK) to EUR are recognised in equity.

For information regarding exchange rates used, see } Note 1 Significant accounting policies. For information about translation exposure see } Note 4.3 Interest rate risk and currency risk.

47

Impact from acquisition accounting

Consolidation of an associated company results includes recording a share of the associated company’s other comprehensive income (OCI). If an associated company is either divested or becomes a subsidiary, IFRS requires that these previously recorded OCI items are reclassified inside equity either via the consolidated income statement or directly to retained earnings, depending on the nature of the OCI item. Reclassification does not have an impact on total equity. The above resulted in EUR -84 million being reclassified in 2020 from OCI to retained earnings. See } Note 7 Comparable operating profit and comparable net profit.

Cash flow hedges

The impact on equity attributable to owners of the parent from fair valuation of cash flow hedges mainly relates to fair valuation of commodity derivatives, such as futures and forwards, hedging commodity sales price of future transactions, where hedge accounting is applied. When commodity market price is higher (lower) than the hedging price, the impact on equity is negative (positive).

Cash dividends

A dividend for 2020 of EUR 1.12 per share, amounting to a total of EUR 995 million, was decided in the Annual General Meeting on 28 April 2021. The dividend was paid on 7 May 2021. See } Note 13 Earnings and dividend per share.

48

Consolidated cash flow statement

EUR million

Note

2021

2020

Cash flow from operating activities

Profit for the year

-114

1,855

Adjustments:

Income tax expense

-175

344

Finance costs - net

-107

56

Share of profit/loss of associates and joint ventures

-192

-656

Depreciation and amortisation

1,281

1,090

Operating profit before depreciations (EBITDA)

693

2,688

Items affecting comparability

3,124

-255

Comparable EBITDA

3,817

2,434

Non-cash and other items 1)

1,506

394

Interest received

75

46

Interest paid

-202

-208

Dividends received

124

121

Income taxes paid

-493

-267

Funds from operations 1)

4,827

2,520

Change in working capital 1)

144

35

Net cash from operating activities

4,970

2,555

Cash flow from investing activities

Capital expenditures

16, 17

-1,178

-1,101

Acquisitions of shares

6

-294

-1,801

Proceeds from sales of property, plant and equipment

20

16

Divestments of shares and capital returns

3,863

1,244

Shareholder loans to associated companies and joint ventures

-8

-44

Change in margin receivables

-7,964

-552

Change in other interest-bearing receivables

-166

98

Net cash from/used in investing activities

-5,727

-2,140

Graphic
Graphic

EUR million

Note

2021

2020

Cash flow before financing activities

-756

415

Cash flow from financing activities

Proceeds from long-term liabilities

3,439

2,569

Payments of long-term liabilities

-2,315

-507

Change in short-term liabilities

5,364

207

Dividends paid to the owners of the parent

13

-995

-977

Dividends paid to non-controlling interests

-171

-160

Change in margin liabilities

649

-623

Other financing items

43

-3

Net cash from/used in financing activities

6,013

505

Net increase(+)/decrease(-) in liquid funds

5,256

920

Liquid funds 1 January

2,308

1,435

Foreign exchange differences in liquid funds

29

-45

Liquid funds 31 December

23

7,592

2,308

1)In 2021, CO2 emission allowances included in Intangible assets were reclassified to Inventories. The change is also reflected in change in working capital and ‘Non-cash and other items’ in the cash flow. Comparatives have been reclassified accordingly. See } Note 22 Inventories. The change in liabilities to return emission rights continues to be reported in non-cash and other items. See } Note 33 Trade and other payables.

Capital expenditures in cash flow do not include not yet paid investments. Capitalised borrowing costs are presented in interest paid.

49

Change in financial net debt

EUR million

Note

2021

2020

Financial net debt 1 January

7,023

4,833

Comparable EBITDA

3,817

2,434

Non-cash and other items 1)

1,506

394

Paid net financial costs and dividends received

-3

-40

Income taxes paid

-493

-267

Change in working capital 1)

144

35

Capital expenditures

-1,178

-1,101

Acquisitions

-294

-1,801

Divestments and proceeds from sale of property, plant and equipment

3,883

1,260

Change in interest-bearing receivables

-174

54

Dividends to the owners of the parent

-995

-977

Dividends to non-controlling interests

-171

-160

Other financing activities

43

-3

Net cash flow ('-' increase in financial net debt)

6,084

-173

Acquired financial debt

-

2,010

Foreign exchange rate differences and other changes

-150

6

Financial net debt 31 December

27

789

7,023

1)In 2021, CO2 emission allowances included in Intangible assets were reclassified to Inventories. The change is also reflected in change in working capital and ‘Non-cash and other items’ in the cash flow. Comparatives have been reclassified accordingly. See } Note 22 Inventories. The change in liabilities to return emission rights continues to be reported in non-cash and other items. See } Note 33 Trade and other payables.

Excludes financial net debt relating to assets held for sale. See } Note 3 Acquisitions, disposals and assets held for sale.

Additional cash flow information

Change in working capital

EUR million

2021

2020

Change in interest-free receivables, decrease(+)/increase(-)

-5,892

-1,106

Change in inventories, decrease(+)/increase(-) 1)

-192

306

Change in interest-free liabilities, decrease(-)/increase(+)

6,227

835

CF Total 1)

144

35

1)In 2021, CO2 emission allowances included in Intangible assets were reclassified to Inventories. The change is also reflected in change in working capital and ‘Non-cash and other items’ in the cash flow. Comparatives have been reclassified accordingly. See } Note 22 Inventories. The change in liabilities to return emission rights continues to be reported in non-cash and other items. See } Note 33 Trade and other payables.

Capital expenditure in cash flow

EUR million

Note

2021

2020

Capital expenditure 1)

16, 17

1,116

1,146

Change in not yet paid investments, decrease(+)/increase(-)

78

-6

Capitalised borrowing costs 1)

-16

-39

CF Total

1,178

1,101

1)2020 comparatives have been revised due to a revision of the lease adjustment following the finalisation of the purchase price allocation for the Uniper acquisition.

Acquisition of shares in cash flow

Acquisition of shares, net of cash acquired, amounted to EUR 294 million during 2021 (2020: 1,801). Acquisition of shares mainly relates to the acquisition of Uniper shares. For further information see } Note 3 Acquisitions, disposals and assets held for sale.

Divestment of shares in cash flow

EUR million

Note

2021

2020

Proceeds from sales of subsidiaries, net of cash disposed

3

932

1,156

Proceeds from sales and capital returns of associates and joint ventures

3, 18

2,903

49

Proceeds from sales of other investments

3

28

40

CF Total

3,863

1,244

During 2021 Fortum completed the divestment of the 50% stake in the Swedish district heating and cooling company Stockholm Exergi, district heating business in the Baltics, the Pavagada II and the Rajasthan solar power plants in India, 80% stake in the Sørfjord wind park in Norway and eight small hydropower plants in Sweden. During 2020 Fortum completed the divestment of the district heating business in Järvenpää and Joensuu, Finland, the 80% stake in the Nordic wind portfolio and the 60% stake in the public charging point operator for electrical vehicles in the Nordics. For further information, see } Note 3 Acquisitions and disposals and assets held for sale.

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1 Significant accounting policies

1.1 Basic information

Fortum Corporation (the company) is a Finnish public limited liability company domiciled in Espoo, Finland. Fortum’s shares are traded on Nasdaq Helsinki. Fortum is a European energy company with activities in more than 40 countries. We provide our customers with electricity, gas, heating and cooling as well as smart solutions to improve resource efficiency.

These financial statements were approved by the Board of Directors on 2 March 2022. The Financial Statements are also published in accordance with the European Single Electronic Format (ESEF) reporting requirement. The audit firm, Deloitte Oy, has provided an independent auditor’s reasonable assurance report on Fortum’s ESEF Financial Statements in accordance with ISAE 3000 (Revised). The ESEF report is available at https://www.fortum.com/about-us/investors/reports-and-presentations.

1.2 Basis of preparation

The consolidated financial statements of Fortum Group for the year ended 31 December 2021 have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC Interpretations as adopted by the European Union. The notes to the consolidated financial statements also comply with the supplementing requirements of the Finnish accounting and company legislation.

The consolidated financial statements have been prepared under the historical cost convention, except for financial assets and financial liabilities (including derivative instruments) that are valued at fair value through profit and loss or other comprehensive income.

The figures in the consolidated financial statements have been rounded and consequently the sum of individual figures may deviate from the sum presented. Key figures have been calculated using exact figures. Unless otherwise indicated, all amounts are presented in millions of euro (EUR million).

1.3 Principles for consolidation

These consolidated financial statements comprise of the parent company, subsidiaries, joint ventures and associated companies.

Fortum Group was formed in 1998 by using the pooling-of-interests method for consolidating Fortum Power and Heat Oy and Fortum Oil and Gas Oy (the latter demerged to Fortum Oil Oy and Fortum Heat and Gas Oy 1 May 2004). In 2005 Fortum Oil Oy (current Neste Oyj) was separated from Fortum by distributing 85% of its shares to Fortum’s shareholders and by selling the remaining 15%. This means that the acquisition cost of Fortum Power and Heat Oy and Fortum Heat and Gas Oy has been eliminated against the share capital of the companies. The difference has been entered as a decrease in shareholders’ equity.

1.3.1 Subsidiaries

Subsidiaries are defined as companies over which Fortum has control. Control exists when Fortum is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. See } Note 3 Acquisitions, disposals and assets held for sale.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Where necessary, subsidiaries’ accounting policies have been changed to ensure consistency with the policies the Group has adopted.

Certain subsidiaries and associated companies are not included in the consolidated financial statements on materiality grounds. These companies are accounted for outside the scope of IFRS 9 and measured at cost, with adjustments for any loss allowance.

Fortum Group subsidiaries are disclosed in } Note 40 Group companies by segment. Group holding % for companies owned via subsidiaries is based on the Fortum Corporation ownership % in the direct subsidiary times the ownership % of the direct subsidiary in the indirect subsidiary / associate / joint venture.

1.3.2 Associates

Associated companies are entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. The Group’s interests in associated companies are accounted for using the equity method of accounting. See } Note 18 Participations in associated companies and joint ventures.

1.3.3 Joint ventures

Joint ventures are arrangements in which the Group has joint control. Joint ventures are accounted for using the equity method of accounting. See } Note 18 Participations in associated companies and joint ventures.

1.3.4 Non-controlling interests

Non-controlling interests in subsidiaries are identified separately from the equity of the owners of the parent company. Non-controlling interests are generally initially measured at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. Changes in non-controlling interest due to changes in ownership interest of a subsidiary are accounted for as equity transactions. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. See } Note 26 Non-controlling interests.

1.4 Measures for performance

According to the ESMA Guidelines on Alternative Performance Measures, an Alternative Performance Measure (APM) is understood as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework.

Fortum uses APMs, such as Comparable operating profit and Comparable EBITDA in the financial target setting and forecasting, management's follow-up of financial performance of segments and the Group, as well as for the allocation of resources in the Group's performance management process. Items affecting comparability are excluded from Comparable operating profit and Comparable EBITDA and disclosed separately in Fortum's consolidated income statement to support the transparency of underlying business performance when comparing results between periods.

Items classified as Items affecting comparability include accounting effects from valuation according to IFRS not arising from the performance of business operations. Such items include fair value changes of financial derivatives hedging future cash flows where hedge accounting is not applied and fair value changes of physical contracts accounted for as derivatives according to IFRS 9, Financial Instruments.

Further, business performance of operations cannot be compared from one period to another without adjusting for one-time items relating to capital gains and other related items, such as transaction costs arising from acquisitions;

51

impacts from acquisition accounting; significant impairments and reversals of impairments as well as other miscellaneous non-operating items, such as restructuring and cost management expenses. Such items are also treated as Items affecting comparability.

According to IFRS 3, Business Combinations, transaction costs related to the acquisitions of subsidiary shares are recognised in the consolidated income statement. Such costs are presented in Capital gains and other within Items affecting comparability.

In 2021, Fortum introduced two new APMs to provide additional financial performance indicators to support meaningful comparison of underlying net profitability between periods.

Comparable net profit is calculated as comparable operating profit +/- comparable share of profit/loss from associates and joint ventures +/- comparable finance costs – net +/- comparable income tax expense +/- comparable non-controlling interests
Comparable earnings per share is calculated as comparable net profit divided by average number of shares during the period

See } Note 7 Comparable operating profit and comparable net profit. Definitions are presented in the section } Definitions and reconciliations of key figures.

Fortum’s long-term financial target for capital structure is Financial net debt / comparable EBITDA below 2x. See } Note 5 Capital risk management.

1.5 Foreign currency transactions and translation

1.5.1 Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in euros, which is the company’s functional and presentation currency.

1.5.2 Transactions and balances

Transactions denominated in foreign currencies are translated using the exchange rate at the date of transaction. Receivables and liabilities denominated in foreign currencies outstanding on the balance sheet date are translated using the balance sheet date exchange rate. Exchange rate differences are recognised in the consolidated income statement. Net exchange differences relating to financing components are recognised in the income consolidated statement, except when deferred to equity as qualifying cash flow hedges. Translation differences on financial assets through other comprehensive income are included in Other equity components in equity.

1.5.3 Group companies

Income statement and cash flow statement of subsidiaries, whose functional currencies are not euro, are translated into euro using the average exchange rates; whereas the balance sheets of such subsidiaries are translated into euro using the closing exchange rates on the balance sheet date. On consolidation, exchange rate differences arising from the translation of net investment in foreign entities, as well as borrowings and other currency instruments designated as hedges for such investments, are taken to equity. When a foreign operation is sold, such exchange differences are recognised in the consolidated income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at closing rate.

The balance sheet date rate is based on the exchange rate published by the European Central Bank for the closing date. The average exchange rate is calculated as an average of daily closing rates from the European Central Bank.

Key exchange rates used in consolidated financial statements

Average rate

Balance sheet date rate

2021

2020

31 Dec 2021

31 Dec 2020

United Kingdom (GBP)

0.8596

0.8897

0.8403

0.8990

Norway (NOK)

10.1633

10.7228

9.9888

10.4703

Poland (PLN)

4.5652

4.4430

4.5969

4.5597

Russia (RUB)

87.1527

82.7248

85.3004

91.4671

Sweden (SEK)

10.1465

10.4848

10.2503

10.0343

United States (USD)

1.1827

1.1422

1.1326

1.2271

1.5.4 Associates and joint ventures

Associates and joint ventures, whose measurement and reporting currencies are not euro, are translated into the Group reporting currency using the same principles as for subsidiaries.

52

1.6 Other significant accounting policies

Fortum describes other significant accounting policies in conjunction with the relevant disclosure information. The table below lists significant accounting policies and the financial statement note where they are presented, as well as the relevant IFRS standard.

Accounting policy

Note

IFRS standard

Subsidiaries

  

} 3 Acquisitions, disposals and assets held for sale

IFRS 3, IFRS 10

Assets held for sale

  

} 3 Acquisitions, disposals and assets held for sale

IFRS 5

Financial instruments

  

} 4 Financial risk management
} 14 Financial assets and liabilities by categories
} 15 Financial assets and liabilities by fair value hierarchy

IAS 32, IFRS 7, IFRS 9, IFRS 13

Segment reporting

  

} 6 Segment reporting

IFRS 8, IFRS 15

Revenue recognition

  

} 6 Segment reporting
} 23 Trade and other receivables

IFRS 15

Other income

  

} 8 Other income and other expenses

IFRS 15

Research and development costs

  

} 8 Other income and other expenses

IAS 38

Government grants

  

} 8 Other income and other expenses

IAS 20

Share-based payments

  

} 10 Employee benefits and Board remuneration

IFRS 2

Earnings per share

  

} 13 Earnings and dividend per share

IAS 33

Other shares and participations

  

} 14 Financial assets and liabilities by categories
} 20 Other non-current assets

IAS 32,
IAS 36, IFRS 9

Fair value measurement

  

} 15 Financial assets and liabilities by fair value hierarchy

IFRS 13

Intangible assets

  

} 16 Intangible assets

IAS 38

Tangible assets

  

} 17 Property, plant and equipment and Right-of-use Assets

IAS 16

Joint arrangements

  

} 18 Participations in associated companies and joint ventures

IFRS 11,
IAS 28, IFRS 12

Investments in associates

  

} 18 Participations in associated companies and joint ventures

IAS 28, IFRS 12

Impairment testing

  

} 19 Impairment testing

IAS 36

Inventories

  

} 22 Inventories

IAS 2

Trade receivables

  

} 23 Trade and other receivables

IFRS 9

Liquid funds

  

} 24 Liquid funds

IAS 7

Borrowings

  

} 27 Interest-bearing liabilities

IFRS 9

Income taxes

  

} 28 Income taxes on the balance sheet

IAS 12

Decommissioning obligation

  

} 29 Nuclear-related assets and liabilities

IFRIC 5

Provisions

  

} 30 Other provisions

IAS 37

Pensions and similar obligations

  

} 31 Pension obligations

IAS 19

Leases

  

} 34 Leases

IFRS 16

Contingent liabilities

  

} 36 Pledged assets and contingent liabilities

IAS 37

Events after the balance sheet date

} 39 Events after the balance sheet date

IAS 1

1.7 Uniper acquisition

On 8 October 2019, Fortum entered into agreements to acquire all the shares held by funds managed by Elliott Management Corporation and its affiliates (“Elliott”) and Knight Vinke Energy Advisors Limited and its affiliates (“Knight Vinke“). Control over Uniper was acquired on 26 March 2020. On 31 March 2020, Fortum consolidated the balance sheet of Uniper. The income statement impact from 26 March 2020 to 31 March 2020 was not material. Fortum’s consolidated stake in Uniper was 73.4% on 31 March 2020, and 78.0% on 31 December 2021 (31 Dec 2020: 76.1%). Uniper was accounted for as an associated company until 31 March 2020.

The purchase price accounting for the Uniper acquisition was completed on 31 March 2021. No further fair value adjustments were made to the purchase price allocation presented in the 31 December 2020 financial statements.

Fortum presented the preliminary purchase price allocation for the Uniper acquisition at 31 December 2020, which resulted in adjustments to Uniper’s 31 March 2020 opening balance sheet. Fair value adjustments made to Uniper’s 31 March 2020 opening balance sheet mainly related to property, plant and equipment and right-of-use assets, participations in associates and joint ventures, lease liabilities, other provisions, and deferred taxes.

Increase in the value of property, plant and equipment resulted in additional depreciation (EUR 16 million in 2021); and increase in the value of the lease liability (due to a lower discount rate) resulted in lower interest cost (EUR 9 million in 2021). The lease adjustment was revised in the first quarter of 2021 in connection with the finalisation of the purchase price allocation for the Uniper acquisition. Excess of the acquisition value over the fair value of Uniper’s net assets (EUR 515 million) is recognised as goodwill. See } Note 3 Acquisitions, disposals and assets held for sale. In connection with the purchase price allocation, Fortum was also required to assess the circumstances giving rise to items recognised in Uniper segment’s income statement during the one-year window from the acquisition date. In the first quarter of 2021, Fortum adjusted impairments (EUR 22 million) and reversals of impairments (EUR 12 million) from Uniper’s standalone income statement. These adjustments did not have an impact on Uniper’s 31 March 2020 opening balance sheet.

1.8 New accounting standards, amendments and interpretations

New accounting standards, amendments and interpretations effective from 1 January 2021 did not have a material impact on Fortum's consolidated financial statements.

New accounting standards, amendments and interpretations issued by the balance sheet date and effective from 1 January 2022, or later, are not expected to have a material impact on Fortum’s consolidated financial statements.

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2 Critical accounting estimates and judgements

The preparation of IFRS consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities existing at the balance sheet date, as well as the reported amounts of revenues and expenses during the reporting period.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances based on, for instance, the analysis of energy policy and the regulatory environment. Actual results and timing may differ from these estimates.

The table below lists the areas where management’s accounting estimates and judgements are most critical to reported results and financial position; as well as where to find more information on the areas of critical accounting estimate and judgement.

Critical accounting estimates and judgements

Note

Judgement used in the purchase price allocation of the acquisition of Uniper shares

} 3 Acquisitions, disposals and assets held for sale

Judgement used in determining the valuation of certain financial instruments

} 14 Financial assets and liabilities by categories
} 15 Financial assets and liabilities by fair value hierarchy

Assigned values and useful lives determined for intangible assets and property, plant and equipment acquired in a business combination

} 16 Intangible assets
} 17 Property, plant and equipment and right-of-use assets

Assumptions related to impairment testing of property, plant and equipment and intangible assets as well as associated companies and joint ventures

} 16 Intangible assets
} 17 Property, plant and equipment and right-of-use assets
} 18 Participations in associated companies and joint ventures
} 19 Impairment testing

Judgement used when assessing the nature of Fortum's interest in its investees, when considering the classification of Fortum's joint arrangements, as well as commitments arising from these arrangements

} 18 Participations in associated companies and joint ventures

Estimates used for the recognition and measurement of deferred tax assets

} 28 Income taxes on the balance sheet
} 37 Legal actions and official proceedings

Assumptions made to determine long-term cash flow forecasts of estimated costs for provision related to nuclear production

} 29 Nuclear-related assets and liabilities

Assumptions made when estimating provisions

} 30 Other provisions

Assumptions used to determine future pension obligations

} 31 Pension obligations

Assumptions used to determine the lease liability

} 34 Leases

Judgement used in accounting for price-adjustment clauses contained in long-term contracts

} 35 Capital and other commitments

Climate-related matters

Fortum’s power generation is mainly based on natural gas-fired generation, and carbon dioxide-free hydro and nuclear power. Fortum targets to reduce the share of coal in power generation. Fortum is also a large producer of district heat. In addition, Uniper segment operates a large commodities trading business and has natural gas storage sites, which play an important role in ensuring a secure and flexible gas supply.

Fortum’s climate targets are aligned with the goals of the Paris Agreement and Fortum is committed to carbon neutrality by 2050 at the latest. In Europe, Fortum is committed to at least 50% CO2 emissions reduction (Scope 1 and 2) in its European generation by 2030 (compared to base-year 2019); and carbon neutrality (Scope 1 and 2) by 2035 at the latest; as well as 35% reduction in Scope 3 greenhouse gas emissions by 2035 (compared to base-year 2021).

Fortum’s climate-related targets are reflected in the consolidated financial statements generally when specific actions have been approved. Most significant impact on climate-related targets is to the following financial statement items:

Impairment testing: approved actions towards Fortum’s climate targets are reflected in the assumptions used in the impairment testing. See } Note 19 Impairment testing.
Intangible assets and Property, plant and equipment: economic lives and book values of property, plant and equipment reflect approved actions towards Fortum’s climate-related targets. See } Note 16 Intangible assets and } Note 17 Property, plant and equipment.
Nuclear provisions include future costs for decommissioning nuclear power plants, and the appropriate treatment of spent fuel. See } Note 29 Nuclear-related assets and liabilities.
Other provisions, such as restructuring provisions, asset retirement obligations and environmental provisions, are recognised when Fortum has a present legal or constructive obligation. See } Note 30 Other provisions.

For accounting treatment applied to emission allowances, see } Note 22 Inventories.

Impact of Covid-19 on consolidated financial statements

Fortum has considered the potential impact of the Covid-19 pandemic on its business operations, and concluded the overall effect in the consolidated financial statements not to be significant.

During 2020 and 2021, the Covid-19 pandemic resulted in new and partly unexpected risks as societies and governments across the world implemented drastic measures to contain the spread of the disease. Although the impacts for Fortum have so far been limited, and the situation compared to the end of 2020 has improved, the risks related to a prolonged pandemic cannot be ruled out. The main risk factors include lower commodity prices, decreased demand, increased risk of credit defaults and delayed payments, project delays, and increased risk of operational incidents or prolonged maintenance as a result of travel restrictions, absence of key personnel, as well as difficulties in obtaining key materials and spare parts. Fortum is closely monitoring the development of the pandemic and its potential impacts. 

Fortum has assessed whether there are any indications for impairment based on internal and external sources of information, such as the effects of the Covid-19. Fortum does not currently foresee that Covid-19 would have such long-term effects that it would impact the overall values of its non-current assets, such as property, plant and equipment and intangible assets.

Geopolitical uncertainties

For geopolitical uncertainties, see } Note 4 Financial risk management and } Note 39 Events after the balance sheet date, as well as Risk management section in the Operating and financial review.

54

3 Acquisitions, disposals and assets held for sale

ACCOUNTING POLICIES

SUBSIDIARIES

Acquisition of subsidiaries are accounted for using the acquisition method. The consideration transferred is measured as the aggregate of acquisition date fair values of acquired net assets. Identifiable assets acquired and liabilities assumed are measured initially at acquisition date fair values, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases. See } Note 1.3 Principles for consolidation.

ASSETS HELD FOR SALE

Assets or disposal groups are classified as assets held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset, or the disposal group, must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups, and the sale must be highly probable. These assets, or in the case of disposal groups, assets and liabilities, are presented separately on the consolidated balance sheet and measured at the lower of the carrying amount and fair value less costs to sell. Assets classified as held for sale, or included in a disposal group classified as held for sale, are not depreciated.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS:
UNIPER PURCHASE PRICE ALLOCATION

Preparing purchase price allocation requires management to make judgements when determining the fair value of the assets acquired and liabilities assumed. In the Uniper transaction, determining the fair values of property, plant and equipment and right-of-use assets, lease liabilities, provisions, contingent liabilities and long-term purchase obligations has required management judgement.

3.1 Acquisitions

EUR million

2021

2020

Gross investments in shares in subsidiary companies

210

3,646

Gross investments in shares in associated companies and joint ventures

44

119

Gross investments in other shares

36

42

Total

290

3,807

3.1.1 Acquisitions

Gross investments in shares during 2021 were EUR 290 million (2020: 3,807). Acquisition of subsidiary shares mainly relate to the acquisition of Uniper shares. During 2021 Fortum invested EUR 35 million (2020: 44) in wind partnerships in Russia.

3.1.2 Uniper acquisition in March 2020

On 8 October 2019, Fortum entered into agreements to acquire all the shares held by funds managed by Elliott Management Corporation and its affiliates (“Elliott”) and Knight Vinke Energy Advisors Limited and its affiliates (“Knight Vinke“). The transaction was closed in two tranches. Control over Uniper was acquired on 26 March 2020 upon closing of the first tranche of the agreement, 19.6% of the shares. A liability for the maximum amount of shares in the second tranche, 3.8% of the shares, was recognised on the acquisition date. The second tranche of the agreement was closed on 8 May 2020 with the maximum amount of shares.

At 31 March 2020 Fortum’s consolidated stake in Uniper was 73.4%. The total purchase consideration for the combined shareholding was EUR 2.6 billion, which increased Fortum’s total investment in Uniper to EUR 6.5 billion.

EUR million

Uniper

Acquisition of shares

2,858

Liquid funds in acquired companies

-1,328

Acquisition of shares in cash flow

1,530

Interest-bearing liabilities in acquired companies

1,414

Other financial net debt in acquired companies

596

Gross investments in shares

3,540

Acquisition accounting

The purchase price allocation on the Uniper acquisition was completed on 31 March 2021. Fair value adjustments were mainly made to property, plant and equipment and right-of-use assets, participations in associates and joint ventures, lease liabilities, other provisions, and deferred taxes. Excess of the acquisition value over Uniper’s net assets is presented as goodwill. Fortum elected to measure non-controlling interest in Uniper based on the proportionate value of acquired net assets.

Acquired net assets are presented in the following table.

55

EUR million

31 Mar 2020

ASSETS

Goodwill

1,779

Other intangible assets

980

Property, plant and equipment and right-of-use assets

9,268

Participations in associates and joint ventures

750

Derivative financial instruments

21,958

Interest-bearing receivables

1,840

Shares in Nuclear Waste Funds

1,602

Margin receivables

413

Trade and other receivables

7,236

Deferred and income tax assets

1,021

Inventories

1,565

Liquid funds

1,328

Total assets

49,739

LIABILITIES

Derivative financial instruments

21,084

Interest-bearing liabilities

1,575

Pension obligations

953

Nuclear provisions

1,758

Other provisions

3,935

Deferred and income tax liabilities

348

Margin liabilities

924

Trade and other payables

7,852

Total liabilities

38,428

Net assets on Uniper's balance sheet

11,312

Less goodwill on Uniper's balance sheet 1)

-1,779

Net assets from Uniper excluding goodwill

9,533

Purchase consideration

2,587

Previously held equity interest

4,613

Acquisition value

7,201

Non-controlling interest on Uniper's balance sheet

-424

Non-controlling interest from Uniper acquisition

-2,423

Total non-controlling interest (NCI)

-2,847

Goodwill

515

1)Goodwill on Uniper’s balance sheet is deducted as it is not an identifiable asset of Fortum according to IFRS.

Acquired net assets are based on Uniper’s first quarter 2020 financial report published on 7 May 2020. Balance sheet line items have been classified in accordance with Fortum’s balance sheet categorisation and, as such, is not fully comparable to Uniper’s standalone balance sheet. Further, Fortum and Uniper are both co-owners in the Swedish nuclear company OKG AB. OKG AB is consolidated into Uniper Group as a subsidiary with a 45.5% minority representing Fortum’s ownership in OKG AB. Fortum accounted for the shareholding in OKG AB as an associated company until 31 March 2020, and consolidated OKG AB as a subsidiary from 31 March 2020.

Shareholding in Uniper has been acquired in stages as Fortum held 49.99% of Uniper shares prior to the acquisition of control on 26 March 2020. Under IFRS, the previously held associated company interest is fair valued upon gaining control, and any gain or loss from the difference between the balance sheet value and the fair value of the interest is recognised to the consolidated income statement. The fair value of the previously held associated company interest in Uniper was EUR 4,613 million. The fair value was based on Uniper share price at 26 March 2020, slightly adjusted by a premium for significant influence. There are no significant unobservable inputs used in the valuation (market approach corresponding to fair value hierarchy level 2). No gain or loss was recognised from fair valuing the previously held equity interest as the fair value was approximately equal to the carrying amount.

Acquisition-related costs of EUR 20 million are included in items affecting comparability in the 2020 consolidated income statement. See } Note 7 Comparable operating profit and comparable net profit.

3.1.3 Other share transactions

During 2021, the Fortum-Rusnano wind investment fund sold the 200-MW Kalmykia wind parks to the Fortum-Russian Direct Investment Fund (RDIF) joint venture.

During 2020, Fortum’s joint venture, the Fortum-Rusnano wind investment fund, sold the 50-MW Ulyanovsk 2 and the 300-MW Rostov wind farms to a new joint venture established with RDIF aimed at the operation of renewable power plants in Russia.

3.2 Disposals

EUR million

2021

2020

Gross divestments of shares in subsidiary companies

1,196

1,156

Gross divestments of shares in associated companies and joint ventures

2,898

31

Gross divestments of other investments

28

40

Total

4,122

1,226

3.2.1 Disposals of subsidiary companies

Disposals during 2021

On 22 June 2021, Fortum announced that it had signed an agreement to divest the 250-MW Pavagada II and the 250-MW Rajasthan solar power plants in India to Actis. The total consideration from the divestment on a debt and cash-free basis, including the effect of deconsolidating of the net debt amounted to approximately EUR 280 million. The sale of Pavagada II was concluded in October 2021 and the first phase of Rajasthan divestment in November 2021. Fortum recorded a tax-exempt sales gain of EUR 11 million in the 2021 comparable operating profit of the City Solutions segment.

In February 2020, Uniper signed an agreement with Saale Energie GmbH, a subsidiary of the Czech company Energetický a průmyslový holding, a. s., on the sale of the interest in the Schkopau lignite-fired power plant in Germany.

56

Uniper is the operator of the power plant and holds a stake of about 58%. Saale Energie holds a stake of around 42% in the Schkopau power plant and took over Uniper’s stake effective 1 October 2021.

On 12 March 2021, Fortum announced that it had signed an agreement to sell its district heating business in the Baltics to Partners Group. On 2 July 2021, Fortum concluded the sale. The total consideration of the sale amounted to approximately EUR 710 million. Fortum recorded a tax-exempt capital gain of EUR 254 million in the City Solutions segment’s 2021 results.

On 2 March 2021, Fortum announced it had decided to construct the largest solar power plant in Russia through a joint venture established with RDIF. In December 2021, 78 MW of the capacity was commissioned and the remaining capacity will be commissioned in the second half of 2022. The power plant is based on capacities won by Fortum in CSA auctions in 2018 and 2019. In March 2021, Fortum sold the CSA-backed solar power project to the joint venture with RDIF, which had a positive effect of EUR 17 million in the 2021 comparable operating profit of the Russia segment.

In December 2020, Fortum decided to sell eight small hydropower plants in Sweden with an average annual power generation of 0.1 TWh to Downing Renewables & Infrastructure Trust plc. The total purchase price on a debt and cash free basis is EUR 64.5 million. The transaction closed on 2 February 2021.

Disposals during 2020

In December 2019, Fortum and Credit Suisse Energy Infrastructure Partners (CSEIP) signed an agreement whereby funds advised by CSEIP acquired an 80% stake in Fortum’s Nordic wind portfolio. The total consideration on a debt- and cash-free basis was approximately EUR 170 million. The transaction, excluding the Sørfjord wind park, which was still under construction, was closed on 14 May 2020. The transaction on Sørfjord wind park was closed on 20 January 2021.

On 3 July, Fortum announced it had agreed to sell the district heating business in Järvenpää, Finland for EUR 375 million to a consortium consisting of Vantaa Energy Ltd, Infranode, and Keva. Fortum completed the transaction on 19 August 2020 and recorded a tax-exempt capital gain of EUR 291 million in the City Solutions segment’s 2020 results.

On 27 April 2020, Fortum signed an agreement to sell 60% of its public charging point operator, Fortum Recharge AS, for electrical vehicles in the Nordics to Infracapital. The transaction closed on 29 May 2020, and Fortum recorded a tax-exempt capital gain of EUR 72 million in Other Operation’s 2020 results. The cash consideration was EUR 87 million.

In December 2019, Fortum signed an agreement to sell its district heating business in Joensuu, Finland to Savon Voima Oyj. The total consideration on a debt- and cash-free basis was approximately EUR 530 million. The transaction was completed on 10 January 2020, and Fortum recorded a tax-exempt capital gain of EUR 431 million in the City Solutions segment’s 2020 results.

Divestments of shares in subsidiaries - Impact on financial position

EUR million

2021

2020

Gross divestments of shares in subsidiary companies

1,196

1,156

Intangible assets and property, plant and equipment

886

394

Other non-current and current assets

172

66

Liquid funds

42

10

Interest-bearing loans

-254

-250

Other liabilities and provisions

-168

-79

Net assets divested

676

142

Reclassified to participations in associates and joint ventures

37

11

Result from transaction

357

794

3.2.2 Other disposals

On 20 September 2021, Fortum concluded the sale of its 50% ownership in the Swedish district heating and cooling company Stockholm Exergi Holding AB (publ) to a consortium of European institutional investors of APG, Alecta, PGGM, Keva, and AXA. The signing of the transaction was announced on 30 June 2021. The total consideration of the sale amounted to SEK 29.5 billion (approximately EUR 2.9 billion). Fortum recorded a tax-exempt capital gain of EUR 2,350 million in the City Solutions segment’s 2021 results.

3.3 Assets held for sale

Assets held for sale at 31 December 2021 include equity investment in Javelin, UK (Uniper segment), and the Öresundverket power plant in Malmö, Sweden (Uniper segment).

Assets held for sale at 31 December 2020 included Schkopau lignite-fired power plant (Uniper segment) and Sørfjord wind park (Generation segment). The transaction on Schkopau power plant was closed on 1 October 2021, and the transaction on Sørfjord wind park on 20 January 2021.

EUR million

31 Dec 2021

31 Dec 2020

Assets held for sale

Intangible assets and property, plant and equipment and right-of-use assets

25

230

Deferred tax assets

-

9

Other non-current and current assets

83

96

BS Total

108

335

Liabilities related to assets held for sale

Interest-bearing liabilities

-

43

Deferred tax liabilities

-

33

Pension and asset retirement obligations

-

18

Other liabilities and provisions

-

112

BS Total

-

206

57

4 Financial risk management

Fortum's risk management framework, objectives, organisation and processes as well as a description of strategic, sustainability, financial and operational risks can be found in the Risk management section of the Operating and financial review (OFR).

Uniper was consolidated to Fortum as a subsidiary as of 31 March 2020, and Uniper is a separate reportable segment of Fortum. Additionally, Uniper is a separate listed company operating under German laws and regulations with its own risk management systems, including a set of risk policies defining the risk management organisation principles, processes and responsibilities. Uniper does not directly apply the risk management systems applicable to other Fortum segments, however, its key risk management principles and processes are materially similar.

4.1 Commodity market and fuel risks

Fortum’s business is exposed to fluctuations in prices and availability of commodities used in the production, transmission and sales of energy products. The main exposure is toward electricity prices and volumes, gas prices and volumes, prices of emissions and prices and availability of fuels. Fortum hedges its exposure to commodity market risks in order to reduce volatility in cash flow and to increase the predictability of future results.

Risk management for commodity hedging and trading activities is based on general standards in the industry and involves the segregation of duties, as well as daily calculation, monitoring and reporting of results, positions and risks. Controls are in place to ensure exposures are kept within approved limits and mandates. Hedging involves the use of derivative financial instruments, as well as fixed-price physical delivery contracts.

Derivatives are also entered into for proprietary trading purposes which is conducted exclusively in compliance with strict internal and regulatory restrictions.

4.1.1. Sensitivity arising from commodity derivatives according to IFRS 7

Sensitivity analysis shows the sensitivity arising from financial commodity derivatives as defined in IFRS 7. Sensitivities are presented with most descriptive measure about the risk management and usage of derivatives in Uniper segment and Fortum’s other segments.

Fortum, excluding Uniper

In Fortum, excluding Uniper, derivatives are used for hedging purposes with hedge accounting applied to most hedging strategies. Sensitivities in the table below are calculated based on the electricity position as of 31 December. Positions are actively managed in the day-to-day business operations and therefore the sensitivities vary from time to time. Sensitivity analysis includes only the market risks arising from derivatives i.e. the underlying physical electricity sales and purchases are not included. Sensitivity is calculated with the assumption that electricity forward and futures quotations would change 1 EUR/MWh for the period Fortum, excluding Uniper, has derivatives.

Sensitivity according to IFRS 7

+/- 1 EUR/MWh change in electricity forward and futures quotations, EUR million

Effect

2021

2020

Effect on profit before income tax

-/+

1

1

Effect on equity

-/+

57

58

Uniper segment

In Uniper segment, derivatives are used mainly for hedging, but also for proprietary trading purposes.

Commodity price risks in Uniper segment are measured based on a value-at-risk approach with 95% confidence interval and take into account the amount of open position as well as the prices, their volatility and the liquidity on the respective markets. Value-at-risk figures are supplemented by stop-loss and volume based indicators. When necessary, additional portfolio-specific restrictions are set.

Based on the current Uniper portfolio, as of December 2021, the calendar year based weighted value-at-risk, which takes market liquidities into account and ignores correlations between years, was EUR 1,422 million (2020: 463) for financial and physical commodity contracts covering next three years.

4.1.2. Electricity price and volume risk

The exposure to Nordic electricity prices and normal volume fluctuations (e.g. due to weather-driven demand and supply changes) is the largest commodity market risk exposure for Fortum in terms of impact to earnings. The exposure arising from outright power production (hydro and nuclear production assets) is mainly hedged by entering into electricity derivatives contracts on exchanges such as Nasdaq Commodities or the European Energy Exchange, as well as directly with counterparties active in the energy and financial markets. The main objective of hedging is to reduce the effect of electricity price volatility on cash flows and to increase the predictability of future results. The Generation segment and Uniper segment have separate hedging strategies covering several years in the short- to medium term. These hedging strategies are executed within approved mandates and are continuously evaluated as electricity and other commodity market prices, the hydrological balance and other relevant parameters change. 

Generation segment’s hedging for power sales is performed in EUR on a Nordic level covering both Finland and Sweden. The currency component of these hedges in the Swedish entity is currently not hedged. Generation segment’s sensitivity to the Nordic electricity market price is dependent on the hedge level for a given time period. As per 31 December 2021, approximately 75% of the Generation segment's estimated Nordic power sales volume was hedged for the calendar year 2022 with a price 34 EUR/MWh and approximately 50% for the calendar year 2023 with a price 31 EUR/MWh.

Uniper segment’s power hedging is performed in EUR only in Sweden as there is no electricity production in other Nordic countries. The currency exposure in the Swedish entity is hedged according to a separate hedging strategy. Uniper segment’s sensitivity to the Nordic electricity price is dependent on the hedge level for a given time period. Uniper segment’s Nordic generation hedges as per 31 December 2021 was approximately 80% at 18 EUR/MWh for 2022, and approximately 60% at 18 EUR/MWh for 2023.

In the Russia segment, electricity prices are the main sources of market risk. The electricity price is highly correlated with the gas price. Exposure is partly mitigated through regulated fixed-price bilateral agreements, but the majority of electricity sales is exposed to spot price risk. There are no derivatives contracts in the Russia segment.

58

4.1.3 Commodity derivatives

The table below discloses Fortum Group's commodity derivatives for which hedge accounting according to IFRS 9 is applied. The fair values represent the values disclosed on the balance sheet. See also } Note 14 Financial assets and liabilities by categories for accounting principles and } Note 15 Financial assets and liabilities by fair value hierarchy for basis of fair value estimations.

Commodity derivatives subject to hedge accounting 2021

Volume, TWh

Fair value, EUR million

Under
1 year

1–5
years

Over
5 years

Total

Positive

Negative

Net

Electricity derivatives

25

31

1

57

349

1,648

-1,298

Gas derivatives

30

-

-

30

335

1,750

-1,415

Netting against commodity exchanges 1)

-215

-215

-

Total

55

31

1

87

469

3,183

-2,713

Commodity derivatives subject to hedge accounting 2020

Volume, TWh

Fair value, EUR million

Under 1
year

1–5
years

Over 5
years

Total

Positive

Negative

Net

Electricity derivatives

28

28

1

58

237

410

-173

Netting against commodity exchanges 1)

-89

-89

-

Total

148

321

-173

1)In Fortum, excluding Uniper, receivables and liabilities against commodity exchanges arising from standard derivative contracts with same delivery period are netted.

Maturity analysis of commodity derivatives

Amounts in the table are fair values.

2021

2020

EUR million

Under
1 year

1-5
years

Over
5 years

Total

Under
1 year

1-5
years

Over
5 years

Total

Commodity derivatives, assets

65,165

16,965

44

82,174

7,416

2,662

68

10,146

Commodity derivatives, liabilities

71,839

16,495

126

88,460

7,756

2,428

111

10,295

4.2 Liquidity and refinancing risk

Fortum's business is exposed to liquidity and refinancing risks primarily through the need to finance the Group’s business operations including margining and collaterals issued for trading and hedging activities.

In addition to the margining risk, trading derivative financial instruments exposes the Group to a liquidity risk associated with having to provide rating- dependent financial collateral like cash or bank guarantees. A downgrade in rating could trigger counterparties’ right to demand additional collateral, which would need to be provided via cash or bank guarantees.

The derivative instruments used by the Group are traded via exchanges and over-the-counter with selected counterparties based on bilateral margining agreements. Both ways of trading require the exchange of cash to cover credit risks (margining payments). The sharp increase in commodity prices during latter part of 2021 has increased the net margining payments significantly. Margin receivables from commodity hedging activities at balance sheet date was EUR 9,163 million (2020: 1,132) and margin liabilities EUR 985 million (2020: 331).

Liquidity and refinancing risks are managed through a combination of cash positions and committed credit and other guarantee facility agreements with the core banks. The maturity profile of loans is monitored to ensure that there is at all times access to adequate liquidity for investments, loan maturities and margining required for commodity trading and hedging activities. Cash pools of Uniper are not combined with the cash pools of its ultimate parent company Fortum Corporation.

Fortum’s business is capital intensive and it has a diversified loan portfolio mainly consisting of long-term financing denominated in EUR and commercial papers. Long-term financing is primarily raised by issuing bonds under Fortum Corporation’s Euro Medium Term Note programme, as well as through bilateral and syndicated loan facilities from a variety of different financial institutions.

In Fortum, financing is primarily raised on parent company level and funds are distributed internally through various internal financing arrangements. For example, operations of PAO Fortum are mainly financed via equity and intra-group long-term RUB denominated loans. The internal RUB loan receivables are hedged via external derivative contracts offsetting the currency exposure for the parent company.

On 31 December 2021, 66% (2020: 85%) of the Group’s total external loans was raised by the parent company Fortum Corporation, and remaining 29% (2020: 6%) by the Uniper segment and 5% (2020: 9%) by other subsidiaries.

At the end of 2021, financial net debt was EUR 789 million (2020: 7,023) and adjusted net debt EUR 3,227 million (2020: 9,784). 

On 31 December 2021, loan maturities for the coming twelve-month period amounted to EUR 8,389 million (2020: 1,717), including EUR 3,129 million commercial papers, EUR 2,300 million revolving credit facilities and EUR 1,731 million current portion of long-term loans. Maturities in 2022 also include EUR 736 million loans with no contractual due date.

At the end of the reporting period, the Group’s liquid funds totalled EUR 7,592 million (2020: 2,308). Liquid funds include EUR 2,966 million (2020: 289) held by the Uniper segment. Russian subsidiaries held EUR 300 million (2020: 244) of liquid funds in the form of cash and bank deposits.

59

Maturity of loans

EUR million

2021

2022

8,389

2023

3,848

2024

867

2025

18

2026

772

2027 and later

2,251

Total

16,144

For more information on loans, see } Note 27 Interest-bearing liabilities.

Liquid funds, major credit lines and debt programmes 2021

EUR million

Total facility

Drawn amount

Available amount

Liquid funds

Fortum

4,626

Uniper segment

2,966

Total

7,592

of which in Russia

300

Committed credit lines

Fortum Corporation, EUR 1,750 million syndicated credit facility

1,750

1,750

-

Fortum Corporation, EUR 800 million bilateral credit facility

800

500

300

Uniper, EUR 1,800 million syndicated credit facility

1,800

1,800

-

Fortum Corporation, bilateral overdraft facilities

100

-

100

Total

4,450

4,050

400

Debt programmes (uncommitted)

Fortum Corporation, CP programme EUR 1,000 million

1,000

988

12

Fortum Corporation, CP programme SEK 10,000 million

976

660

316

Uniper, CP programme EUR 1,800 million 1)

1,800

1,480

-

Fortum Corporation, EMTN programme EUR 8,000 million

8,000

3,698

4,302

Uniper, Debt Issuance programme EUR 2,000 million

2,000

-

2,000

Total

13,776

6,826

6,630

1)Link to Uniper EUR 1,800 million syndicated credit facility: available only for undrawn syndicated credit facility amount. Since whole Uniper syndicated credit facility was drawn, no Uniper CP limit available as of 31 December 2021.

Liquid funds, major credit lines and debt programmes 2020

EUR million

Total facility

Drawn amount

Available amount

Liquid funds

Fortum

2,019

Uniper segment

289

Total

2,308

of which in Russia

244

Committed credit lines

Fortum Corporation, EUR 1,750 million syndicated credit facility

1,750

-

1,750

Fortum Corporation, EUR 1,450 million syndicated credit facility

1,450

-

1,450

Uniper, EUR 1,800 million syndicated credit facility

1,800

-

1,800

Fortum Corporation, bilateral overdraft facilities

100

-

100

Total

5,100

-

5,100

Debt programmes (uncommitted)

Fortum Corporation, CP programme EUR 1,000 million

1,000

120

880

Fortum Corporation, CP programme SEK 10,000 million

997

75

921

Uniper, CP programme EUR 1,800 million

1,800

65

1,735

Fortum Corporation, EMTN programme EUR 8,000 million

8,000

4,195

3,805

Uniper, Debt Issuance programme EUR 2,000 million

2,000

-

2,000

Total

13,797

4,455

9,341

Maturity analysis of interest-bearing loans and derivatives

Interest-bearing loans are non-discounted expected cash flows including future interest payments and amortisations. Interest rate and currency derivatives represent the fair value of the derivatives on the balance sheet. Maturity analysis of commodity derivatives is disclosed separately in the } Note 4.1.3 Commodity derivatives.

2021

2020

EUR million

Under
1 year

1-5
years

Over
5 years

Total

Under
1 year

1-5
years

Over
5 years

Total

Interest-bearing loans

8,490

5,728

2,450

16,669

1,856

4,912

3,711

10,479

Interest rate and currency derivative liabilities

107

17

19

143

181

82

37

300

Interest rate and currency derivative receivables

-227

-87

-1

-315

-115

-133

-83

-331

Total

8,371

5,659

2,468

16,498

1,922

4,860

3,665

10,448

60

4.3 Interest rate risk and currency risk

4.3.1 Interest rate risk

Fortum is exposed to cash flow risk from changes in interest rates mainly from interest-bearing liabilities and derivatives on a fixed- and floating rate basis. Additionally, changes in general interest rate level may have an impact on discount rates of various provisions, like pension provisions and asset retirement obligations, causing changes in the amount of adjusted net debt and finance costs without cash flow impact.

Fortum manages the interest rate exposure through a duration target of the loan portfolio (excluding lease liabilities and provisions), and cash flow at risk limit. Fortum uses different types of financing contracts and interest rate derivative contracts to manage the interest rate exposure, and evaluates and develops the strategies in order to find an optimal balance between risk and financing cost.

On 31 December 2021, the duration of Fortum’s loan portfolio (including derivatives) was 1.7 years (2020: 2.0). Approximately 82% (2020: 76%) of the loan portfolio was on a floating rate basis, or fixed rate loans maturing within the next 12-month period. The flow risk, measured as the difference between the base case interest cost estimate and the worst-case scenario estimate for Fortum’s loan portfolio for the coming 12 months, was EUR 63 million (2020: 16). The increase of flow risk is mainly driven by increase of new loans, especially floating loans, and a significant increase in interest rate volatilities at the end of 2021 in several currencies.

The average interest rate for the total loan portfolio, including derivatives in finance costs, was 1.3% at the balance sheet date (2020: 1.5%). Part of the external loans, EUR 925 million (2020: 634), have been swapped to RUB and the average interest cost for these loans, including cost for hedging the RUB, was 8.3% at the balance sheet date (2020: 6.2%). The average interest rate of EUR loans was 0.6% (2020: 0.9%).

Fortum uses interest rate derivatives and to large extend applies hedge accounting when hedging the loan portfolio of the Group. There is an ongoing reform of certain floating interest benchmark rates to alternative risk free rates (ARR) due to the forthcoming IBOR (Interbank Offered Rates) transition. Since EURIBOR (Euro Interbank Offered Rate) is expected to continue as the benchmark rate, as it has been already fully reformed, all hedges are expected to continue to be 100% effective with no impact on finance costs – net. In addition to significant EURIBOR exposure, the Group has interest rate derivatives in RUB and SEK and sees that the IBOR transition will not have significant impact on the value and effectiveness of these derivatives.

Fortum Group has no interest rate derivatives or external loans in currencies (USD, GBP) where the IBOR transition had impact already starting in year 2022 and thus there has not been any need to restructure the portfolio. Agreements with reference to EONIA (Euro Overnight Index Average) have been amended to ESTR (Euro Short Term Rate) during 2021. Fortum Group will continue to monitor the development of the IBOR transition.

4.3.2 Currency risk

Fortum’s policy is to hedge major transaction exposures on a local level in the reporting currency of each legal entity in order to avoid exchange differences in the profit and loss statement. An exception is Generation segment’s hedging of power sales in Sweden where the currency component is not hedged. Fortum Treasury and Uniper Treasury manage each own risks centrally by executing internal and external currency deals to mitigate the currency risk. Derivatives are used to hedge existing foreign exchange risks, not for proprietary trading.

Fortum transaction exposure, excluding Uniper

2021

2020

EUR million

Net
Position

  Hedge

Open

Net
Position

Hedge

Open

RUB

744

-744

0

455

-455

0

SEK

-898

901

3

1,825

-1,825

1

PLN

499

-498

1

417

-416

2

NOK

748

-746

2

84

-82

2

INR

-

-

-

86

-86

0

USD

-36

37

1

-87

89

1

Other

5

-2

3

-4

4

0

Total

1,062

-1,052

11

2,777

-2,771

6

Fortum has cash flows, assets and liabilities in currencies other than EUR and is therefore exposed to fluctuations in exchange rates. Currency exposures are divided into transaction exposures (foreign exchange exposures relating to contracted or estimated cash flows and balance sheet items where changes in exchange rates will have an impact on earnings and cash flows) and translation exposure (foreign exchange exposure that arises when profits and balance sheets in foreign entities are consolidated).

Transaction exposures arise mainly from physical and financial trading of commodities, existing and new investments, external and internal financing and shareholder loans. Contracted cash flow exposures are hedged to reduce volatility in future cash flows. These hedges normally consist of currency derivative contracts, which are matched against the underlying future cash flow according to maturity. Fortum has currency cash flow hedges both with and without hedge accounting treatment under IFRS. Those currency cash flow hedges for which hedge accounting is not applied are mainly hedging commodity derivatives and create volatility in operating profit. There was no significant ineffectiveness arising from cash flow hedges in 2021.

As of 31 December 2021, for Fortum, excluding Uniper, the one-day value-at-risk (VAR) with 99% confidence from loans, receivables and derivatives was EUR 2.4 million (2020: 1.4) in the income statement and EUR 1.4 million (2020: 2.4) in equity. Income statement sensitivity resulted mainly from cash flows in SEK and NOK, and equity sensitivity mainly from cash flows in PLN and USD. For Uniper, one-day VAR with 99% confidence from translation of deposits and borrowings in foreign currency and derivatives was EUR 19 million (2020: 18) and resulted primarily from the positions in GBP, USD and SEK.

Translation exposure position includes net investments in foreign subsidiaries and associated companies. Translation exposures in Fortum are generally not hedged as the majority of these assets are considered to be long-term strategic holdings. In Fortum, this means mainly entities operating in Sweden, Russia and United Kingdom, whose base currency is not euro.

Exchange differences arising from the translation of the net investment in foreign entities are taken to equity. The net effect of exchange differences on equity attributable to equity holders mainly from RUB and SEK was EUR 184 million in 2021 (2020: -492). Part of this translation exposure has been hedged and the notional amount of foreign currency hedges were EUR -263 million in 2021 (2020: -238). The foreign currency hedge result amounted to EUR -12 million in 2021 (2020: 53). There was no significant ineffectiveness arising from net investment hedges in 2021.

61

Interest rate and currency derivatives by instrument 2021

Notional amount

Fair value

Remaining lifetimes

EUR million

Under
1 year

1-5
years

Over
5 years

Total

Positive

Negative

Net

Hedge accounting

Foreign exchange derivatives

282

136

-

417

9

2

7

Interest rate swaps

1,300

1,323

1,175

3,798

71

27

44

Cross currency swaps

214

47

-

261

30

2

28

Non-hedge accounting

Foreign exchange derivatives

15,404

1,050

-

16,455

204

111

93

Interest rate swaps

-

34

-

34

0

0

0

Cross currency swaps

-

24

-

24

-

1

-1

Total

17,200

2,613

1,175

20,989

315

143

172

Of which long-term

88

36

52

Short-term

227

107

120

Interest rate and currency derivatives by instrument 2020

Notional amount

Fair value

Remaining lifetimes

EUR million

Under 1 year

1-5
years

Over 5
years

Total

Positive

Negative

Net

Hedge accounting

Foreign exchange derivatives

304

88

-

392

4

5

-1

Interest rate swaps

825

1,875

1,675

4,375

154

61

93

Cross currency swaps

14

261

-

275

38

3

35

Non-hedge accounting

Foreign exchange derivatives

7,991

1,743

-

9,734

135

228

-93

Interest rate swaps

-

20

-

20

-

0

0

Cross currency swaps

-

24

-

24

-

1

-1

Total

9,134

4,010

1,675

14,819

331

299

32

Of which long-term

216

118

98

Short-term

115

181

-66

4.4 Credit risk

Fortum is exposed to counterparty risk whenever there is a contractual arrangement with an external counterparty.

Credit risk exposures relating to financial derivative instruments are often volatile and include both the replacement risk and the settlement risk. Exchange-traded derivatives are cleared through central clearing parties (CCPs) or through clearing banks while over-the-counter (OTC) derivative contracts are concluded directly with a number of different counterparties including energy wholesalers and retailers, utilities, trading companies, energy companies, industrial end-users and financial institutions active in the financial and energy markets. Currency and interest rate derivative counterparties are limited to investment grade banks and financial institutions. International Swaps and Derivatives Association (ISDA) Master agreements, which include netting clauses and in some cases Credit Support Annex agreements, are in place with most of these counterparties. The majority of commodity derivative counterparties have investment-grade or comparable ratings. Master agreements, such as those published by ISDA and European Federation of Energy Traders (EFET), which include netting clauses, are in place with the majority of the counterparties.

Due to the financing needs and management of liquidity, Fortum has counterparty credit exposure towards a number of banks and financial institutions in the form of deposits and towards corporate issuers of commercial papers, mainly in the Nordic market. The majority of the exposure is towards Fortum’s key relationship banks, which are highly creditworthy institutions. Investments in commercial papers were all with investment grade issuers at 31 December 2021. Fortum also has exposure to the Russian financial sector in terms of deposits with financial institutions, as well as to banks that provide guarantees for suppliers and contracting parties. Deposits in Russia have been concentrated to the most creditworthy state-owned or controlled banks, as well as affiliates of key relationship banks. The creditworthiness of banks and financial institutions is monitored so that mitigating actions can be taken as ratings or the financial situation changes.

Credit risk relating to customers, suppliers and trading partners is spread across a wide range of industrial counterparties, energy companies, government and municipal entities, utilities, small businesses, housing associations and private individuals over a range of geographic regions. The majority of exposure is in the form of trade receivables from the sale of electricity, gas and heat in the Nordic market, continental Europe and Russia. The credit risk in the electricity and heat sales business in Russia is deemed to be higher than in the Nordic and continental European market.

4.4.1 Credit quality of major financial assets

Fortum recognises loss allowance for expected credit losses on financial assets classified to amortised cost category at each reporting date. The impairment model is applied to financial assets such as trade receivables, deposits, commercial papers, and loan and other interest-bearing receivables. See } Note 23 Trade and other receivables for details on expected credit losses recognised for trade receivables.

62

Expected credit loss is calculated on an individual contract basis for deposits, commercial papers and loan and other interest-bearing receivables. No impairment loss is recognised on cash in bank accounts since expected credit loss is immaterial due to low risk of default. The expected credit losses according to this model are based on assessment of the individual counterparty's risk of default. The risk of default is evaluated at each reporting date based on credit ratings to determine if credit risk has increased significantly. Whenever possible, the risk of default is derived from available market data (liquid credit default swaps or liquid debt instruments) which ensures that forward-looking information is considered. If there are no publicly available market data, an internal credit rating is applied. The value of collateral and other measures taken to reduce credit risk (e.g., credit default insurance) is included in the calculation of expected credit losses in the “loss given default” ratio.

A financial asset with an investment-grade rating is assumed to have low credit risk. A change of credit rating from investment to non-investment grade constitutes a significant increase in credit risk. If the credit risk on the financial asset has not increased significantly since the initial recognition, loss allowance equals to 12 month ECL. If the credit risk on the financial asset has increased significantly since initial recognition, loss allowance equals to the lifetime expected credit losses. There have been no significant increases in credit risk during 2021.

The loss allowance for interest-bearing receivables totalled EUR 16 million on 31 December 2021 (2020: 7). Amounts for interest-bearing receivables including bank deposits and derivative financial instruments recognised as assets are presented by counterparties in the following table.

All counterparties for currency and interest rate derivatives and the majority of counterparties for bank deposits have an external rating from S&P Global Ratings, Fitch and/or Moody’s credit agencies. For counterparties rated by more than one rating agency, the lowest of the ratings is used to determine if it is investment grade.

In the commodity derivatives and commercial paper market, there are a number of counterparties not rated by S&P Global Ratings, Fitch or Moody’s. For these counterparties, Fortum assigns an internal rating. The internal rating categories that are considered to be comparable to investment grade have similar financial metrics or display historical default rates which correspond to investment grade companies rated by S&P Global Ratings, Fitch or Moody’s.

Credit quality of major financial assets

2021

2020

EUR million

Carrying amount

of which
past due

Carrying amount

of which
past due

Receivables with investment grade or comparable rating

Deposits, commercial papers and cash in bank accounts

7,342

-

2,107

-

Fair values of interest rate and currency derivatives

315

-

331

-

Fair values of derivatives on exchanges

27,856

-

3,795

-

Fair values of commodity derivatives

49,886

-

5,638

-

Loan and other interest-bearing receivables

1,036

-

995

-

Lease receivables

136

-

196

-

Total receivables with investment grade or comparable rating

86,571

-

13,062

-

Receivables with non-investment grade or comparable rating

Deposits, commercial papers and cash in bank accounts

164

-

94

-

Fair values of commodity derivatives

4,433

-

711

-

Loan and other interest-bearing receivables

19

-

58

-

Receivable from SIBUR related to divested shares of OOO Tobolsk CHP

40

-

23

-

Total receivables with non-investment grade or comparable rating

4,656

-

886

-

Other receivables 1)

Loan receivables from associates and joint ventures

1,158

-

1,150

-

Restricted cash mainly given as collateral for commodity exchanges

59

-

48

-

Cash in other bank accounts

87

-

107

-

Total other receivables

1,304

-

1,305

-

Total

92,531

-

15,253

-

1)Other receivables include financial assets which have not been divided to investment-grade and non-investment grade or comparable ratings.

63

Financial instruments subject to master netting agreements:

The following tables present the recognised financial instruments that are offset, or subject to enforceable master netting arrangements and other similar agreements but not offset. The column 'net amount' shows the impact on the Group's balance sheet if all netting rights were exercised.

Netting agreements for financial assets and liabilities 2021

EUR million

Gross amount

Gross amount netted in the balance sheet 1)

Net amounts presented in the balance sheet

Conditional netting amount (netting agreements)

Financial collateral received /pledged

Net amount

Financial assets

Interest-rate and currency derivatives

315

-

315

129

153

33

Commodity derivatives

87,019

4,845

82,174

56,383

-1,576

27,368

Trade receivables

12,916

-

12,916

5,651

0

7,265

Total

100,250

4,845

95,405

62,162

-1,423

34,666

EUR million

Financial liabilities

Interest-rate and currency derivatives

143

-

143

129

5

9

Commodity derivatives

93,306

4,845

88,406

56,383

4,293

27,785

Trade payables

12,152

-

12,152

5,651

-

6,501

Total

105,600

4,845

100,755

62,162

4,298

34,295

1)In Fortum, excluding Uniper, receivables and liabilities from electricity and other commodity exchanges arising against standard derivative contracts with same delivery period are netted.

Netting agreements for financial assets and liabilities 2020

EUR million

Gross amount

Gross amount netted in the balance sheet 1)

Net amounts presented in the balance sheet

Conditional netting amount (netting agreements)

Financial collateral received /pledged

Net amount

Financial assets

Interest-rate and currency derivatives

331

-

331

87

109

135

Commodity derivatives

10,939

793

10,146

5,290

-100

4,956

Trade receivables

7,115

-

7,115

3,692

-

3,424

Total

18,386

793

17,593

9,069

9

8,515

EUR million

Financial liabilities

Interest-rate and currency derivatives

299

-

299

87

3

209

Commodity derivatives

11,088

793

10,295

5,290

151

4,854

Trade payables

7,126

-

7,126

3,692

-

3,434

Total

18,513

793

17,720

9,069

154

8,497

1)In Fortum, excluding Uniper, receivables and liabilities from electricity and other commodity exchanges arising against standard derivative contracts with same delivery period are netted.

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5 Capital risk management

In December 2020, Fortum updated the strategy to drive the clean energy transition and deliver sustainable financial performance. Aligned with the goals of the Paris Agreement, Fortum targets carbon neutrality by 2050 with ambitious mid-term targets.

The updated strategy builds on four priorities:

‘Transform own operations to carbon neutral’,
‘Strengthen and grow in CO2-free power generation’,
‘Leverage strong position in gas to enable the energy transition’, as well as
‘Partner with industrial and infrastructure customers’.

Fortum’s coal-fired generation capacity will be reduced by more than 50% by the end of 2025, to approximately 5 GW and Fortum targets carbon neutrality for the European generation by 2035 at the latest.

Fortum is focusing on growing a sizeable portfolio of onshore wind and solar based power generation primarily in Europe to make it a meaningful EBITDA contributor. The target is to build 1.5-2 GW of new capacity by 2025. This capacity will partly be built on our own balance sheet and partly through partnerships.

Further, Fortum aims to gradually transform its Russian asset portfolio towards renewables, while over time reducing our fossil exposure.

In parallel with the strategy alignment, Fortum and Uniper have together identified cooperation benefits expected to bring a positive cash impact of approximately EUR 100 million annually. More than EUR 50 million of these annual benefits are estimated to be achieved by the end of 2023, with full effect of approximately EUR 100 million annually in 2025 creating value for both companies and their shareholders.

Financial targets, dividend policy, and 2022 guidance for capital expenditure

Fortum continues to be committed to maintaining a rating of at least BBB. The long-term financial targets are:

Financial net debt/comparable EBITDA below 2x, defined as Alternative Performance Measure.
Hurdle rates for new investments based on weighted average cost of capital (“WACC”)
+100 basis points for green investments
+200 basis points for other investments

Fortum's dividend policy is ‘to pay a stable, sustainable, and over time increasing dividend’. Fortum’s Board of Directors proposes a dividend of EUR 1.14 per share for the year 2021 with the target to increase the dividend going forward.

The estimated annual capital expenditure, for 2022 is approximately EUR 1,500 million, including maintenance and excluding acquisitions. The share of maintenance is estimated to be EUR 800 million.

In July 2021 S&P Global Ratings revised its long-term credit rating for Fortum to BBB, with a stable outlook (previously BBB with Negative Outlook). Fitch Ratings long-term credit rating for Fortum was also revised in June 2021 to BBB, with a stable outlook (previously BBB with Negative Outlook).

S&P Global Ratings long-term credit rating for Uniper was also revised in September 2021 to BBB, with a stable outlook. In July 2021, S&P Global Ratings also revised its long-term rating for Uniper to BBB, with a stable outlook (previously BBB with Negative Outlook).

In January 2022, S&P Global Ratings affirmed both Fortum’s and Uniper’s rating of BBB with a stable outlook.

Financial net debt/comparable EBITDA ratio

EUR million

Note

2021

+Interest-bearing liabilities

17,220

- BS Liquid funds

7,592

- Non-current securities

111

- Collateral arrangement securities

549

- Securities in interest-bearing receivables

660

- BS Margin receivables

9,163

+ BS Margin liabilities

985

+ Net margin liabilities

-8,179

Financial net debt

27

789

  

IS Operating profit

-588

+ IS Depreciation and amortisation

-1,281

EBITDA

693

- IS Items affecting comparability

3,124

Comparable EBITDA

3,817

Financial net debt/comparable EBITDA

0.2

See } Note 7 Comparable operating profit and comparable net profit for details on items affecting comparability, and } Note 27 Interest-bearing liabilities, including further details of the financing and liquidity status and see } Definitions and reconciliations of key figures.

Comparable EBITDA is defined as an alternative performance measure and used as a component in the capital structure target 'Financial net debt-to-Comparable EBITDA'.

65

6 Segment reporting

Significant accounting policies

REVENUE RECOGNITION

Fortum's operations comprise the provision of gas, electricity, heating and cooling as well global energy trading and optimisation and waste management services. Revenue streams can be divided into five groups: gas sales, power sales to wholesale markets, power sales to retail customers, heating sales and waste treatment sales.

Revenue is recognised when goods are transferred or services are performed, i.e. when a performance obligation is satisfied and control of the good or service underlying the particular performance obligations is transferred to the customer. Revenue is shown at the price that Fortum expects to be entitled to and it is presented net of rebates, discounts, value-added tax and selective taxes, such as electricity tax. Revenues also include the surcharge mandated by the German Renewable Energy Sources Act in the Uniper segment. Revenues include effects from physically settled contracts for which own use exemption cannot be used according to IFRS 9, see } Note 7 Comparable operating profit and comparable net profit. Accounting policies for the different revenue streams are described below.

POWER SALES TO WHOLESALE MARKETS and through bilateral contracts

Physical electricity trades to wholesale markets are made at a spot price and thus there are no variable elements. Electricity sales are recognised on delivery at the price defined in wholesale market. Fortum is also selling power to industrial customers and municipalities through bilateral contracts. These contracts can include fixed price components that are recognised in line with the customer’s actual consumption profile, when the nature of the performance obligation is to deliver power instead of standing-ready to deliver power. When Fortum is acting as an agent in electricity trade by granting access to Nord Pool power trading system, Fortum presents the bilateral trades between Fortum and the customer on a net basis and only the service fee is recorded as revenue.

POWER SALES TO RETAIL CUSTOMERS

Fortum’s contracts with consumer and business customers cover electricity sales, while the distribution service is delivered by the transmission company operating the local network. There is only one performance obligation, which is to stand-ready to supply electricity to the customer. The transaction price generally includes both a fixed monthly charge and a variable fee based on the volume of electricity supplied. As Fortum’s promise is to stand ready to deliver electricity, the fixed and variable components are recognised based on the fees chargeable from the customer. If automated meter reading is not available, electricity consumption between the last meter reading and the end of the month is estimated.

HEAT SALES

In many areas the district heating service covers both the distribution and sale of heat. Fortum is usually responsible for delivering the whole service, even when heat is being produced by a third party, and is acting as a principal for heat sales as well. There is only one performance obligation, which is to stand-ready to supply heat to the customer. The fees charged from the customer generally comprise a fixed monthly charge and a variable fee based on the volume of

heat supplied. As Fortum’s promise is to stand ready to deliver heat, the fixed and variable components are recognised based on the fees chargeable from the customer. In Russia and Poland there are also areas where Fortum operates only the heat production facilities while some third party is responsible for the distribution of heat. In these areas the performance obligation is to supply heat and revenue is recognised based on the volume of heat that Fortum is entitled to charge from the customer.

gas SALES

Revenues are generated from sales of gas via traded markets, as well as to industrial customers and resellers, and include hedges settled through physical delivery, which are recognised when delivery takes place and control is transferred to the customer. Gas sales include also revenues earned from the transportation of gas. Contracts generally contain one performance obligation for which the entire transaction price is recognised.

For physically settled transactions that are in the scope of IFRS 15 (own-use transactions), revenue is recognised based on contract prices, as these reflect the economic character of the transactions and the contractually agreed consideration amounts. If IFRS 15 provides for a different method, for example when constraint on variable considerations is applicable, contract prices are adjusted accordingly.

Gas contracts can also include fixed price components that are recognised in line with the customer’s actual consumption profile, when the nature of the performance obligation is to deliver gas instead of standing-ready to deliver gas.

WASTE TREATMENT SALES

Majority of revenue from waste management services arises from fees charged for receiving waste from customers (i.e. gate fees). The fee is usually determined based on the volume of waste received, there are no variable elements in pricing. Fortum is required to treat the waste and this performance obligation is satisfied when treatment has been performed. Transportation of the waste forms another performance obligation. Fees for waste treatment and transportation services are separately agreed in the contract and correspond to the price that would be charged for these services separately. Revenue for transportation service is recognised when the service has been provided.

Waste treatment sales include also various types of soil and landfill site projects, which mostly take place at customer sites. Fees charged are invoiced based on payment schedules agreed with the customer. The customer obtains the benefit of the construction work simultaneously when the construction work proceeds, and therefore project revenues are recognised over time. Progress of the construction is best measured either through costs incurred, or the completed area of the construction site.

NETTING AND INTER-SEGMENT TRANSACTIONS

Generation and City Solution segments sell their electricity production to Nord Pool and Consumer Solutions segment buys its electricity from Nord Pool. For these segments eliminations of sales include eliminations of sales and purchases with Nord Pool that are netted at Group level on an hourly basis and posted either as revenue or cost depending on if Fortum is a net seller or net buyer during any particular hour. Intersegment sales, expenses and results for the different business segments are affected by intragroup deliveries, which are eliminated on consolidation. Inter-segment transactions are based on commercial terms.

66

6.1 Business structure

Fortum’s reportable segments are Generation, Russia, City Solutions, Consumer Solutions and Uniper. Other Operations includes corporate functions, R&D and technology development projects.

Fortum revised its reportable segments following the consolidation of Uniper as a subsidiary on 31 March 2020, and reports Uniper as a separate segment.

Uniper was accounted for as an associated company until 31 March 2020 with three-month time lag, which meant that Fortum's first quarter results included Fortum's share of Uniper results from 1 October 2019 to 31 March 2020 reported in Other Operations. See also } Note 18 Participations in associated companies and joint ventures.

Further, reporting of both the Uniper segment and the Generation segment were impacted by adjustments for the joint ownership in the Swedish nuclear company, OKG Aktiebolag (OKG AB). Fortum and Uniper are co-owners in the Swedish nuclear company OKG AB. OKG AB is consolidated into Uniper Group as a subsidiary with a 45.5% minority representing Fortum’s ownership in OKG AB. Fortum accounted for the shareholding in OKG AB as an associated company until 31 March 2020. On 31 March 2020, OKG AB was consolidated as a subsidiary to Fortum Group. Fortum has adjusted Uniper’s standalone income statement and balance sheet numbers in respect of Fortum’s shareholding in OKG AB, as well as adjusted operating profit, share of profit/loss in associates and joint ventures and net assets of OKG AB recorded in the Generation segment. Consequently, the Group’s subsidiary, OKG AB, is split between the two segments according to ownership.

6.2 Segment structure

Fortum discloses segment information in a manner consistent with internal reporting to Fortum’s Board of Directors and Fortum Executive Management, led by the President and CEO. Fortum segments are based on the type of business operation, combined with one segment based on geographical area and one segment based on a separately listed sub group. Fortum’s reportable segments are the business divisions Generation, Russia, City Solutions, Consumer Solutions and Uniper.

6.3 Definitions for segment information

Fortum’s segment information discloses the financial measurements used in financial target setting and forecasting, management’s follow up of financial performance and allocation of resources in the Group’s performance management process. See } Note 1.4 Measures for performance.

Segment reporting is based on the same accounting policies as Fortum Group.

67

Description of reportable segments:

A picture containing graphical user interface

Description automatically generated

68

6.4 Segment information

Consolidated income statement

Generation 1)

Russia

City Solutions 1)

Consumer Solutions

Uniper

Other Operations

Total

EUR million       

Note

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

Power sales 1)

2,690

1,878

761

791

205

121

2,253

1,057

28,365

16,994

0

0

34,274

20,841

Heat sales

-

-

137

134

612

516

-

-

437

191

-

-

1,186

841

Gas sales

167

84

-

-

1

1

225

139

59,577

22,176

-

-

59,970

22,400

Waste treatment sales

0

-

-

-

250

252

-

-

-

-

-

-

250

252

Other sales

42

44

8

4

235

185

144

70

17,612

5,154

138

140

18,179

5,598

Sales

2,899

2,006

906

929

1,302

1,075

2,622

1,267

105,992

44,514

138

140

113,860

49,931

Internal eliminations

-143

-421

-3

-2

-39

-64

-14

-2

-29

0

-104

-110

-331

-598

Netting of Nord Pool transactions 2)

-1,128

-317

IS External sales

2,756

1,585

903

927

1,264

1,012

2,608

1,264

105,964

44,514

34

30

112,400

49,015

Comparable EBITDA

1,299

886

404

394

317

239

123

153

1,789

856

-114

-94

3,817

2,434

IS Depreciation and amortisation

-189

-164

-142

-143

-182

-191

-71

-63

-668

-494

-28

-35

-1,281

-1,090

IS Comparable operating profit

1,110

722

261

251

135

47

52

90

1,120

363

-142

-129

2,536

1,344

Impairment charges and reversals

-

2

-35

-

-

-

-

-

-48

0

-

-

-83

2

Capital gains and other related items

50

0

1

1

2,608

723

0

0

9

-13

14

53

2,681

765

Impact from acquisition accounting

-

-

-

-

-

-

-

-

-

-

-

-222

-

-222

Changes in fair values of derivatives hedging future cash flow

-107

-12

0

0

-72

5

443

39

-5,688

-706

-

-

-5,424

-675

Other

1

0

-

-

-

-

-

-

-294

386

-6

-

-299

386

IS Items affecting comparability

6, 7

-56

-11

-34

1

2,536

728

443

39

-6,021

-333

8

-169

-3,124

255

IS Operating profit

1,054

711

227

252

2,671

775

495

129

-4,901

29

-134

-298

-588

1,599

Comparable share of profit/loss of associates and joint ventures 3)

11

13

62

47

42

57

-

-

39

38

0

502

154

656

IS Share of profit/loss of associates and joint ventures

18

36

29

62

47

42

57

-

-

51

54

0

470

192

656

1)Sales, both internal and external, include effects from realised hedging contracts. Effect on sales can be negative or positive depending on the average contract price and the realised spot price. Power sales in Fortum, excluding Uniper, contains realised result from commodity derivatives, which have not had hedge accounting status under IFRS 9, but have been considered operatively as hedges.

2)Sales and purchases with Nord Pool Spot are netted on Group level on an hourly basis and posted either as revenue or cost depending on whether Fortum is a net seller or net buyer during any particular hour.

3)Comparable share of profit/loss of associates and joint ventures for 2020 has been recalculated following the introduction of comparable net profit APM in 2021.

69

Segment assets and liabilities

Generation

Russia

City Solutions

Consumer Solutions

Uniper

Other Operations

Total

EUR million

Note

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

Non-interest-bearing assets

6,066

5,780

1,923

2,020

2,874

3,512

1,496

780

26,616

20,646

283

270

39,258

33,009

BS Participations in associates and joint ventures

18

1,005

961

678

577

74

612

-

-

671

729

32

33

2,461

2,912

Eliminations

-386

-57

Total segment assets

7,071

6,742

2,601

2,597

2,949

4,123

1,496

780

27,286

21,375

315

303

41,333

35,863

Interest-bearing receivables

21

3,107

3,000

BS Deferred tax assets

28

2,149

1,089

Other assets

95,481

15,550

BS Liquid funds

24

7,592

2,308

Total assets

149,661

57,810

Segment liabilities

735

508

93

166

492

445

371

215

22,315

13,943

190

167

24,196

15,443

Eliminations

-386

-57

Total segment liabilities

23,810

15,386

BS Deferred tax liabilities

28

827

952

Other liabilities

94,140

15,233

Total liabilities included in capital employed

118,777

31,570

Interest-bearing liabilities

27

17,220

10,662

BS Total equity

13,665

15,577

Total equity and liabilities

149,661

57,810

Gross investments / divestments

Generation

Russia

City Solutions

Consumer Solutions

Uniper

Other Operations

Total

EUR million

Note

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

Gross investments in shares

3

7

70

36

48

2

114

-

0

9

3

237

3,572

290

3,807

Capital expenditure 1)

16, 17

168

158

47

43

161

219

68

57

673

635

15

34

1,116

1,146

Gross divestments of shares

3

129

171

18

0

3,870

895

0

10

88

69

19

81

4,122

1,226

1)In 2021, 2020 comparatives were revised due to a revision of the lease adjustment following the finalisation of the purchase price allocation for the Uniper acquisition.

70

Comparable operating profit including Comparable share of profit of associates and joint ventures and Comparable return on net assets

Generation

Russia

City Solutions

Consumer Solutions

Uniper 3)

EUR million

Note

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

Comparable operating profit

1,110

722

261

251

135

47

52

90

1,120

363

Comparable share of profit/loss of associates and joint ventures 1)

7, 18

11

13

62

47

42

57

-

-

39

38

Comparable operating profit including comparable share of profit of associates and joint ventures 1)

1,121

735

323

298

177

104

52

90

1,160

401

Segment assets at the end of the year

7,071

6,742

2,601

2,597

2,949

4,123

1,496

780

27,286

21,375

Segment liabilities at the end of the year

735

508

93

166

492

445

371

215

22,315

13,943

Comparable net assets

6,336

6,234

2,508

2,431

2,456

3,679

1,125

565

4,971

7,432

Comparable net assets average 2)

6,221

6,006

2,516

2,693

2,915

3,679

746

569

7,021

N/A

Comparable return on net assets, % 1)

18.0

12.2

12.9

11.1

6.1

2.8

6.9

15.9

16.5

N/A

1)Comparable share of profit/loss of associates and joint ventures for 2020 has been recalculated following the introduction of comparable net profit APM in 2021.

2)Average net assets are calculated using the opening balance of the financial year and each quarter’s closing value.

3)Fortum consolidated Uniper into its balance sheet as of 31 March 2020 and, from the second quarter of 2020, consolidated Uniper’s results into its income statement. Comparable net assets average and Comparable return on net assets for the Uniper segment are presented from 2021 onwards as information for full 12 months is available.

Employees

Generation

Russia

City Solutions

Consumer Solutions

Uniper 1)

Other Operations

Total 1)

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

Number of employees 31 December

1,116

1,143

2,627

2,935

1,766

2,093

1,176

1,048

11,494

11,751

961

963

19,140

19,933

Average number of employees 1)

1,153

1,163

2,862

2,969

1,964

2,051

1,091

1,216

11,751

8,945

976

959

19,796

17,304

1)2020 comparative figure was revised to reflect the consolidation of Uniper from March 31 2020.

71

6.5 Group-wide disclosures

The Group’s operating segments operate mainly in the Nordic countries, Germany, United Kingdom, Russia and the Netherlands.

The Group’s domicile is Finland.

The table below presents sales by geographical area based on customer location. Capital expenditure, assets and personnel are reported where assets and personnel are located. Participations in associates and joint ventures are not presented by location since these companies may have business in several geographical areas.

Due to the large number of customers and the variety of business activities, there is no individual customer whose business volume is material to Fortum’s total business volume.

Sales by geographical area based on customer location

EUR million

2021

2020

Nordics

10,848

4,754

Germany

24,248

12,223

Russia

1,935

1,610

United Kingdom

30,933

9,618

Other Europe 1)

35,864

19,195

Other 1)

8,572

1,615

IS Total

112,400

49,015

1)The category Other Europe was introduced in 2021 and comparatives have been reclassified accordingly.

Nordic power production is not presented by country since Nordic power production is mainly sold through Nord Pool.

Capital expenditure by country

EUR million

2021

2020

Finland

160

160

Germany 1)

285

290

Russia

177

158

Sweden

186

186

United Kingdom

127

89

Other countries 2)

182

262

Total 1)

1,116

1,146

1)In 2021, 2020 comparatives were revised due to a revision of the lease adjustment following the finalisation of the purchase price allocation for the Uniper acquisition. In 2021, Norway has been included in Other and comparatives have been reclassified accordingly.
2)In 2021, Norway was included in Other countries and comparatives have been reclassified accordingly.

Non-current assets by country

EUR million

2021

2020

Finland 1)

3,058

3,110

Germany 1)

4,727

4,695

Russia

4,542

4,291

Sweden

7,421

8,003

United Kingdom

916

833

Other and eliminations 1)

3,012

3,614

Total 1)

23,677

24,546

1)In 2021, CO2 emission allowances included in Intangible assets were reclassified to Inventories. Comparatives have been reclassified accordingly. See } Note 22 Inventories.

Non-current assets include intangible assets, property, plant and equipment and right-of-use assets as well as participations in associates and joint ventures.

Number of employees on 31 December by country

2021

2020

Finland

2,377

2,370

Germany

4,922

4,947

Russia

6,902

7,466

Sweden

1,755

1,752

United Kingdom

1,067

1,047

Other

2,117

2,351

Total

19,140

19,933

6.6 Other revenue-related disclosures

Fortum anticipates revenues of EUR 1,340 million (2020: 922) from unsatisfied performance obligations, mostly related to gas and bilateral electricity contracts. Of this total, EUR 453 million is attributable to 2022 (2020: EUR 234 million to 2021) and EUR 887 million to years after 2022 (2020: EUR 688 million to years after 2021).

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7 Comparable operating profit and comparable net profit

7.1 Reconciliation of operating profit to comparable operating profit

Fortum uses Alternative performance measures (APMs) in the financial target setting and forecasting, management’s follow up of financial performance of segments and the Group as well as allocation of resources in the Group’s performance management process. The business performance of the operations cannot be compared from one period to another without adjusting for items affecting comparability and therefore they are excluded from Comparable operating profit and Comparable EBITDA. Definitions are presented in the section } Definitions and reconciliations of key figures.

Reconciliation of operating profit to comparable operating profit 2021

EUR million

Unadjusted

Impairment charges and reversals

Capital gains and other related items

Changes in fair values of derivatives hedging future cash flow

Other

Reported

Sales

166,218

-

-

-53,817

-

112,400

Other income

70,209

-1

-2,682

-55,010

-136

12,380

Materials and services

-217,515

-

-

112,198

148

-105,170

Employee benefits

-1,718

-

-

-

156

-1,561

Depreciation and amortisation

-1,364

83

-

-

-

-1,281

Other expenses

-16,419

-

1

2,054

131

-14,232

IS Comparable operating profit

-

83

-2,681

5,424

299

2,536

IS Items affecting comparability

-

-83

2,681

-5,424

-299

-3,124

IS Operating profit

-588

-588

Reconciliation of operating profit to comparable operating profit 2020

EUR million

Unadjusted

Impairment charges and reversals

Capital gains and other related items

Impact from acquisition accounting

Changes in fair values of derivatives hedging future cash flow

Other

Reported

Sales

42,517

-

-

-

6,499

-

49,015

Other income

10,517

0

-784

-

-4,679

-252

4,802

Materials and services

-38,286

-

-

-

-5,805

-208

-44,298

Employee benefits

-1,206

-

-

-

-

11

-1,195

Depreciation and amortisation

-1,092

-1

-

-

-

3

-1,090

Other expenses

-10,851

-

20

222

4,659

60

-5,890

IS Comparable operating profit

-

-2

-765

222

675

-386

1,344

IS Items affecting comparability

-

2

765

-222

-675

386

255

IS Operating profit

1,599

1,599

Impairment charges and reversals

Impairment charges and reversals of previously recognised impairments are adjusted from depreciation and amortisation and presented in items affecting comparability. Impairments in 2021 include EUR 40 million impairment in connection with the sale of the Schkopau lignite power plant in Germany (Uniper segment), and a tax-deductible non-cash impairment of EUR 35 million in connection with the sale of the Argayash CHP plant in Russia (Russia segment).

Capital gains and other related items

Capital gains and other related items include capital gains and transaction costs from acquisitions, which are adjusted from other income and other expenses, respectively.

Capital gains and other related items in 2021 include EUR 2,350 million gain from the sale of the 50% stake in the Swedish district heating and cooling company, Stockholm Exergi Holding AB, EUR 254 million gain from the sale of the district heating business in the Baltics, and EUR 50 million gain from the sale of eight small hydropower plants in Sweden. See } Note 3.2 Disposals. Capital gains and other related items in 2020 included EUR 431 million gain from the divestment of the district heating business in Joensuu, Finland; EUR 291 million gain from divestment of the district heating business in Järvenpää, Finland; and EUR 72 million gain from the divestment of Fortum Recharge AS (see } Note 3.2 Disposals); as well as Uniper acquisition-related costs of EUR 20 million (see } Note 3.1 Acquisitions).

73

Impact from acquisition accounting

Consolidation of an associated company results includes recording a share of the associated company’s other comprehensive income (OCI). If an associated company is either divested or becomes a subsidiary, IFRS requires that these previously recorded OCI items are reclassified inside equity either via the consolidated income statement or directly to retained earnings, depending on the nature of the OCI item. Reclassification does not have an impact on total equity.

The above reclassification resulted in a one-time, non-cash income statement impact of EUR -222 million on 31 March 2020 when Uniper became Fortum’s subsidiary. This amount represented a part of Fortum's share of Uniper's OCI for the time when Uniper was an associated company, with no impact to Fortum’s total equity. The amount mainly related to exchange rate differences arising from translation of foreign operations recorded by Uniper. Fortum’s share of Uniper’s non-recyclable other comprehensive income, EUR -84 million, was reclassified to retained earnings. See Consolidated statement of changes in equity.

Changes in fair values of derivatives hedging future cash flow

Unrealised changes in the fair values of financial derivative instruments hedging future cash flows that do not qualify for hedge accounting and physical contracts that are treated as derivatives are recognised in items affecting comparability. For additional information, see } Note 14 Financial assets and liabilities by categories.

Impacts from settlement of physical contracts that have been treated as derivatives are adjusted to sales and materials and services to reflect the contract pricing as opposed to market pricing (“contract pricing adjustment”).

Adjustments are needed to improve the understanding of the financial performance when comparing results from one period to another.

Other

Other includes mainly restructuring expenses, adjustments to certain provisions, and reversals of temporary reductions in current assets.

7.2 Reconciliation from operating profit to comparable net profit

In 2021 Fortum introduced two new APMs to provide additional financial performance indicators to support meaningful comparison of underlying net profitability between periods, Comparable net profit and Comparable earnings per share.

EUR million

Note

2021

2020

IS Operating profit

-588

1,599

IS Items affecting comparability

6, 7.1

3,124

-255

IS Comparable operating profit

2,536

1,344

IS Share of profit/loss of associates and joint ventures

192

656

Adjustments to share of profit/loss of associates and joint ventures

18

-38

0

Comparable share of profit/loss of associates and joint ventures

154

656

IS Finance costs - net

107

-56

Adjustments to finance costs - net

11

-146

-48

Comparable finance costs - net

-38

-103

Comparable profit before income tax

2,651

1,897

IS Income tax expense

175

-344

Adjustments to income tax expense

-780

45

Comparable income tax expense

-605

-299

IS Non-controlling interests

852

-32

Adjustments to non-controlling interests

-1,121

-82

Comparable non-controlling interests

-268

-114

Comparable net profit

1,778

1,483

Comparable earnings per share, EUR

13

2.00

1.67

Comparable share of profit/loss of associates and joint ventures

Share of profit/loss of associates and joint ventures is adjusted for significant items, similar to adjustments made to arriving at comparable net profit, in those entities that are classified as Fortum’s principal associates and joint ventures. For more information on Fortum’s principal associates and joint ventures, see } Note 18 Participations in associated companies and joint ventures. Uniper was Fortum’s associated company until 31 March 2020.

Comparable finance costs - net

Finance costs – net are adjusted for e.g. nuclear-related items recognised in other financial items - net, fair value changes on financial items, as well as impairment charges and reversals of previously recorded impairment charges on financial items.

Comparable income tax expense

Income tax expense is adjusted for tax impacts on items affecting comparability, adjustments to finance costs – net, tax rate changes and other onetime adjustments.

See also } Definitions and reconciliations of key figures.

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8 Other income and other expenses

ACCOUNTING POLICIES

Gains and losses on derivative financial instruments reported gross within other income and other expenses mainly include impacts from derivative financial instruments in Uniper segment. These consist of derivatives representing economic hedging relationship for which hedge accounting according to IFRS 9 is not applied, and to limited extent transactions conducted in connection with proprietary trading. Other income and expenses exclude unrealised fair value changes of derivatives hedging future cash flows and physical contracts that are treated as derivatives which are recognised in items affecting comparability. For additional information see } Note 7 Comparable operating profit and comparable net profit, and } Note 14 Financial assets and liabilities by categories. Gains and losses on exchange rate differences reported within other operating income and expenses consist primarily of realised and unrealised gains and losses from the translation of foreign currency receivables and liabilities in Uniper segment.

GOVERNMENT GRANTS

Government grants are recognised at their fair value when there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants are deferred and recognised in the income statement to match with the related costs.

8.1 Other income

EUR million

2021

2020

Gains on derivative financial instruments

11,442

3,989

Gains on exchange rate differences

659

636

Other

279

177

IS Total

12,380

4,802

8.2 Other expenses

EUR million

2021

2020

Losses on derivative financial instruments

12,240

4,339

Losses on exchange rate differences

716

521

IT and telecommunication costs

302

248

Other

974

781

IS Total

14,232

5,890

Gains and losses on derivative financial instruments include net realised gain of EUR 336 million (2020: loss -7) on non-hedge accounted derivatives hedging cash flow, and net unrealized loss of EUR 1,015 million (2020: 318) on non-hedge accounted commodity derivatives for which the offsetting change in value of the underlying hedged asset, such as inventory or receivable, is recognized within operating profit and currency derivatives.

The major components recorded in ‘Other‘ are the external operation and maintenance costs of power and heat plants, expenses relating to properties and other operative expenses.

Auditors’ fees

EUR million

2021

2020

Deloitte

Audit fees

2.9

2.6

Audit-related assignments

0.5

0.3

Tax assignments

-

0.2

Other assignments

0.7

0.2

Total

4.1

3.3

PwC

Audit fees

11.0

11.3

Audit-related assignments

0.6

0.5

Tax assignments

0.2

0.1

Other assignments

0.9

1.2

Total 1)

12.7

13.1

1)PwC fees are presented for the period after consolidating Uniper as a subsidiary on 31 March 2020.

Deloitte Oy is the appointed auditor until the next Annual General Meeting in 2022. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (”PwC Germany”) is the appointed auditor of the subsidiary Uniper SE.

Audit fees include fees for the audit of the consolidated financial statements, review of interim reports, as well as fees for the audit of Fortum Corporation and its subsidiaries. Audit-related assignments include fees for assurance of sustainability reporting, and other assurance and associated services related to the audit. Tax assignments include fees for tax advice services. Other assignments consist of advisory services.

9 Materials and services

EUR million

2021

2020

Materials

103,923

43,377

Transmission costs

788

532

External services

459

389

IS Total

105,170

44,298

Materials consists mainly of coal, gas and nuclear fuels.

Materials include EUR 773 million (2020: 624) purchased from associates and joint ventures consisting of nuclear and hydropower purchased at production cost (including interest costs and production taxes) and purchased steam. See } Note 38 Related party transactions.

75

10 Employee benefits and Board remuneration

EUR million

2021

2020

Wages and salaries

1,190

913

Pensions

Defined contribution plans

74

51

Defined benefit plans

75

64

Social security costs

172

133

Share-based incentives

7

9

Other employee costs

43

26

IS Total

1,561

1,195

The compensation package for Fortum’s employees consists of salaries, fringe benefits, short-term incentives, profit sharing paid to the Personnel Fund (in Finland) and long-term incentives.

For further information on pensions see } Note 31 Pension obligations.

10.1 Short-term incentives

As a main principle, all employees are covered by the programme or alternatively by a business specific or a comparable local variable pay arrangement. Short-term incentive (STI) programmes are designed to support the achievement of the Group’s financial and other relevant targets on an annual basis.

The Board of Directors determines the performance criteria and award levels for the Fortum Executive Management. The awards are based on the achievement of Group financial performance, divisional targets and individual targets. The target incentive opportunity is 20% and the maximum incentive opportunity is 40% of the annual base salary. The Board of Directors assesses the performance of the President and CEO and the members of the Fortum Executive Management on a regular basis.

Awards for other employees are based on a combination of Group, divisional, functional and personal or team targets. The targets are set in annual performance discussions held at the beginning of each year. Awards under the STI programme are paid solely in cash.

10.2 Long-term incentives

Fortum and Uniper have separate long-term incentive programmes: Fortum’s share-based long-term incentive (LTI) programme supplemented by restricted share programme, and Uniper’s non-share-based performance cash plan.

The purpose of long-term incentive programmes is to support the delivery of sustainable long-term performance, align the interests of management with those of shareholders, and support in committing and retaining key individuals.

LTI programme provides participants with the opportunity to earn company shares. Under the LTI programme, and subject to the decision of the Board of Directors, a new LTI plan commences annually. The Board of Directors approves participation of the Fortum Executive Management members in each annually commencing LTI plan. Subject to a decision by the Board of Directors, the President and CEO is authorised to decide on individual participants and potential maximum awards for other participants than the Fortum Executive Management in accordance with the nomination guidelines approved by the Board of Directors. Participation in the LTI plan precludes the individual from being a member in the Fortum Personnel Fund.

Each LTI plan begins with a three-year earnings period, during which participants may earn share rights if the performance criteria set by the Board of Directors are fulfilled. If the minimum performance criteria are not met, no shares will be awarded. If performance is exceptionally good and the targets approved by the Board of Directors are achieved, the combined gross value of all variable compensation cannot exceed 120% of the person’s annual salary in any calendar year. After the earnings period has ended and the relevant taxes and other employment-related expenses have been deducted, participants are paid the net balance in the form of shares.

For LTI plans commencing in 2017 and later, the share awards are not subject to a minimum lock-up period. However, Fortum Executive Management members aggregate ownership of Fortum shares has to be greater than or equal to their annual salary. Those members, whose aggregate ownership of Fortum shares does not yet fulfil the shareholding requirement are required to retain at least 50% of the shares received until the required level of shareholding is met. For LTI plan commenced in 2016, any shares awarded to Fortum Executive Management members are subject to one- or three-year lock-up period.

The Restricted share programme is supplementing the current LTI programme. The Restricted share programme is following the main terms and conditions of the general LTI programme with the exception that the allocated shares will be delivered after the three-year plan period independent of performance measures, subject to continued employment. The Restricted share programme is designated for special purposes defined by the Board of Directors, such as retention.

The Board of Directors has the right to revise the targets set in the incentive plans, deviate from the payment based on achievement of the set earnings criteria, or to discontinue any ongoing incentive plan.

The share plans under the LTI arrangement are accounted for as partly equity- and partly cash-settled arrangements. The earned reward that the participants receive in shares is accounted for as an equity-settled transaction. For participants receiving cash only, the total arrangement is accounted for as cash-settled transaction. The reward is recognised as an expense during the earnings period with a corresponding increase in the liabilities for transactions settled in cash, and a corresponding increase in equity for the transactions settled in shares. The social charges related to the arrangement payable by the employer are accrued as a liability. The liabilities for share-based plans including social charges at the end of the year 2021 was EUR 12 million (2020: 12), including EUR 9 million (2020: 8) recorded in equity.

At year end 2021, approximately 150 key employees are participants in at least one of the ongoing LTI plans.

76

Shares granted

The following table presents changes in the number of share rewards (for LTI plans 2017 onwards):

2021

2020

1 January

1,603,146

1,717,656

Granted

920,517

630,475

Settled

-410,830

-434,607

Expired or forfeited

-294,740

-310,378

Outstanding 31 December

1,818,093

1,603,146

At year end 2021, for plans started before 2017, number of shares under lock-up was 38,531 shares.

In 2021, Uniper SE introduced a non-share-based performance cash plan for Uniper SE’s board of management and selected management personnel. The plan is granted in annual tranches, with a three-year performance period for each trance. Uniper SE did not have any ongoing performance plans at the end of 2020.

10.3 Uniper's Supervisory Board compensation

Fortum’s President and CEO and some Fortum Executive Management members are members in the Supervisory Board of Uniper SE. From 2021 onwards, Supervisory Board compensation will be fully paid out as fixed compensation. Until 2021, members received a component of 20% of their compensation in the form of variable compensation. That variable compensation was granted as a right to a future payment in the form of virtual shares. The variable compensation is paid in cash after the end of the four-year earnings period.

10.4 Employee share savings programme

The purpose of Fortum's employee share savings programme is to motivate Fortum employees to invest and retain ownership in the company.

The programme includes annually commencing savings periods during which employees can save a proportion of their salaries and purchase Fortum shares with the accrued savings.

For each savings period participants will, as a gross reward, be granted one matching share for each two purchased savings shares after approximately three years from the beginning of the savings period. The prerequisites for receiving matching shares are that the participant holds the purchased savings shares until the end of the holding period, and that his or her employment has not ended before the end of the holding period.

Each plan consists of one-year savings period followed by two-year holding period. Shares are purchased with the accumulated savings at the market price quarterly after the release of Fortum’s interim reports. The programme is accounted for as an equity-settled transaction, and the cost related to matching shares is recognised as expense during the vesting period.

10.5 Fortum Personnel Fund

The Fortum Personnel Fund (for employees in Finland only) has been in operation since 2000. The Board of Directors determines the criteria for the fund’s annual profit-sharing bonus. Members of the personnel fund are the permanent and fixed-term employees of the Group.

The profit-sharing received by the fund is distributed equally between the members. Each employee’s share is divided into a tied amount and an amount available for withdrawal. It is possible to transfer a maximum of 15% of capital from the tied amount to the amount available for withdrawal each year.

The fund’s latest financial year ended at 30 April 2021 and the fund then had a total of 2,508 members (2020: 2,379). At the end of April 2021 Fortum contributed EUR 0.4 million (2020: 1.7) to the personnel fund as an annual profit-sharing bonus based on the financial results of 2020. The combined amount of members’ shares in the fund was EUR 20 million (2020: 18).

10.6 The President and CEO and the Fortum Executive Management (FEM) remuneration

The Fortum Executive Management (FEM) consists of nine members, including the President and CEO. The following table presents the total remuneration of the President and CEO and the FEM and takes into account the changes in FEM during the year. The expenses are shown on accrual basis.

Management remuneration

2021

2020

EUR thousand

Markus Rauramo, President and CEO 2)

Other FEM
members 2)

Markus Rauramo,
President and CEO
from 1 July 2020 2)

Pekka Lundmark,
President and CEO
until 1 July 2020

Other FEM
members

Salaries and fringe benefits

1,559

3,727

808

521

3,195

Performance bonuses 1)

423

896

82

-

472

Share-based incentives 1)

1,006

2,276

249

94

2,553

Pensions (statutory)

311

829

140

82

599

Pensions (voluntary)

315

536

158

132

593

Social security expenses

69

405

31

18

279

Total

3,683

8,670

1,467

848

7,691

1)Based on estimated amounts.

2)In addition to the information provided in the above table, the estimated compensation for the membership in the Supervisory Board of Uniper SE for the President and CEO Markus Rauramo was EUR 305 thousand (2020:101), and for other FEM members, EUR 255 thousand (2020:181). In 2020 this compensation is for the period that Uniper has been consolidated as subsidiary.

The annual contribution for the President and CEO Markus Rauramo's pension arrangement is 20% of the annual fixed compensation. The annual fixed compensation consists of base salary and fringe benefits. The President and CEO's retirement age is determined in accordance with the Finnish Employees’ Pension Act. In case his assignment is terminated before the retirement age, the President and CEO is entitled to retain the benefits accrued in the arrangement. The annual contribution for the President and CEO Pekka Lundmark’s pension arrangement was 25% of the annual salary. The annual salary consisted of base salary and fringe benefits.

For the other members of the FEM, the retirement age varies between 62 and 65, or is determined in accordance with the Finnish Employees’ Pension Act. According to Group policy, all new supplementary pension arrangements are

77

defined contribution plans. The pension premium for FEM members is 20% of the annual base salary. In the end of 2021, the additional pension arrangements for the President and CEO and other FEM members are defined contribution pension plans and thus no liability has been recognised on the balance sheet. In 2020, a pension liability of EUR 1,283 thousand was recognised on the balance sheet related to the defined benefit plans for FEM members.

In the event that Fortum decides to give notice of termination to the President and CEO, he is entitled to the salary for the notice period (6 months) and a severance pay equal to 6 months’ salary. For other FEM members, the notice period for both parties is six months, and in case the company terminates the contract, members are entitled to the salary for the notice period and a severance pay equal to 6 months’ salary, except for one member who is entitled to a payment of 18 months’ salary in case of notice by the company.

Number of shares delivered to the management

The table below shows the number of shares delivered to the President and CEO and other FEM members under the LTI arrangements. FEM members whose aggregate ownership of Fortum shares does not yet fulfil the shareholding requirement are required to retain at least 50% of the shares received until the required level of shareholding is met.

2021 2)

2020 3)

FEM members at 31 December 2021

Markus Rauramo, CEO from 1 July 2020

25,921

12,273

Nebahat Albayrak, member of FEM from 1 June 2021

-

N/A

Alexander Chuvaev 1)

20,013

36,417

Eveliina Dahl, member of FEM from 1 May 2021

N/A

N/A

Bernhard Günther, member of FEM from 1 February 2021

-

N/A

Per Langer

4,555

5,656

Simon-Erik Ollus, member of FEM from 29 March 2021

3,046

N/A

Mikael Rönnblad

5,985

6,787

Nora Steiner-Forsberg, member of FEM from 1 May 2021

N/A

N/A

Former FEM members

Arun Aggarwal, member of FEM until 17 November 2021

5,304

4,012

Pekka Lundmark, CEO until 1 July 2020

N/A

28,527

Risto Penttinen, member of FEM until 30 April 2021

4,906

6,612

Arto Räty, member of FEM until 31 May 2021

4,476

5,392

Sirpa-Helena Sormunen, member of FEM until 30 April 2021

4,992

6,230

Tiina Tuomela, member of FEM until 29 March 2021

-

7,239

Total

79,198

119,145

1)Estimated number of shares after local tax and tax-related deductions. Due to local legislation, share rights will be paid in cash instead of shares.

2)Share delivery based on share plans 2018-2020.

3)Share delivery based on share plan 2017-2019.

10.7 Board of Directors and management shareholding

On 31 December 2021, the members of the Board of Directors owned a total of 5,000 shares (2020: 9,540), which corresponds to 0.00% (2020: 0.00%) of the company’s shares and voting rights.

Number of shares held by members of the Board of Directors

2021

2020

Board members at 31 December 2021

Veli-Matti Reinikkala, Chair

5,000

5,000

Anja McAlister, Deputy Chair

-

-

Luisa Delgado

-

N/A

Essimari Kairisto

-

-

Teppo Paavola

-

-

Philipp Rösler

-

-

Annette Stube

-

-

Former Board members

Eva Hamilton

N/A

40

Matti Lievonen

N/A

4,500

Klaus-Dieter Maubach

N/A

-

Total

5,000

9,540

The President and CEO and other members of the FEM owned a total of 224,369 shares (2020: 281,308), which corresponds to approximately 0.03% (2020: 0.03%) of the company’s shares and voting rights.

Number of shares held by members of the Fortum Executive Management

2021

2020

FEM members at 31 December 2021

Markus Rauramo

99,308

72,949

Nebahat Albayrak

-

N/A

Alexander Chuvaev

54,602

54,602

Eveliina Dahl

806

N/A

Bernhard Günther

-

N/A

Per Langer

48,971

44,155

Simon-Erik Ollus

3,854

N/A

Mikael Rönnblad

16,454

10,356

Nora Steiner-Forsberg

374

N/A

Former FEM members

Arun Aggarwal

N/A

4,461

Risto Penttinen

N/A

30,559

Arto Räty

N/A

10,592

Sirpa-Helena Sormunen

N/A

21,195

Tiina Tuomela

N/A

32,439

Total

224,369

281,308

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10.8 Board remuneration

The Board of Directors comprises five to ten members who are elected at the Annual General Meeting for a one-year term of office, which expires at the end of the first Annual General Meeting following the election. The Board of Directors consists of seven members at the end of 2021.

The Annual General meeting confirms the yearly compensation for the Board of Directors. Board members are not offered any long-term incentive benefits or participation in other incentive schemes. There are no pension arrangements for the Board members. Social security costs EUR 2 thousand (2020: 6) have been recorded for the fees in accordance with local legislation in respective countries.

Fees for the Board of Directors

EUR thousand

2021

2020

Chair

77.2

77.2

Deputy Chair

57.5

57.5

Chair of the Audit and Risk Committee 1)

57.5

57.5

Members

40.4

40.4

1)If not Chairman or Deputy Chairman simultaneously.

Every member of the Board of Directors receives a fixed yearly fee and additional fees for each meeting attended.

A meeting fee of EUR 600 is paid for Board and Committee meetings. For Board members living outside Finland in Europe, the meeting fee is EUR 1,200; for Board members living outside Europe, the meeting fee is EUR 1,800. For Board and Committee meetings held as a telephone conference, the meeting fee is paid as EUR 600 to all members. No fee is paid for decisions made without a separate meeting.

Board members are entitled to travel expense compensation in accordance with the company’s travel policy.

Compensation for the Board of Directors

EUR thousand

2021

2020

Board members at 31 December 2021

Veli-Matti Reinikkala, Chair from 28 April 2021

92

77

Anja McAlister, Deputy Chair from 28 April 2021

65

57

Luisa Delgado, member of the board from 28 April 2021

34

N/A

Essimari Kairisto, Chair of the Audit and Risk Committee from 23 April 2020

76

72

Teppo Paavola, member of the board from 23 April 2020

58

45

Philipp Rösler

55

57

Annette Stube, member of the board from 23 April 2020

57

42

Former Board members

Eva Hamilton, member of the board until 28 April 2021

19

55

Kim Ignatius, Chair of the Audit and Risk Committee and member of the board until 23 April 2020

N/A

21

Matti Lievonen, Chair until 28 April 2021

32

101

Klaus-Dieter Maubach, Deputy Chairman and member of the board until 29 March 2020 1)

15

65

Total

504

593

1)In addition to the information provided in the above table, the estimated compensation for the membership in the Supervisory Board of Uniper SE for Klaus-Dieter Maubach was EUR 51 thousand (2020:157). In 2020 this compensation is for the period that Uniper has been consolidated as subsidiary.

79

11 Finance costs – net

EUR million

Note

2021

2020

Interest expense

Borrowings

-170

-186

Leasing and other interest expenses 1)

-49

-23

Capitalised borrowing costs 1)

17

16

39

IS Total

-202

-170

  

Interest income

Loan receivables and deposits

135

96

Leasing and other interest income

21

16

IS Total

156

111

 

Other financial items - net

Return from nuclear funds, nuclear fund adjustment and unwinding of nuclear provisions

29

146

19

Fair value changes, impairments and reversals

-1

29

Unwinding of discounts on other provisions and pension obligations

30, 31

3

-45

Other financial expenses and income

5

0

IS Total

154

3

IS Finance costs - net

107

-56

Comparable finance costs - net

EUR million

2021

2020

IS Finance costs - net

107

-56

Adjustments to finance costs - net

Return from nuclear funds, nuclear fund adjustment and unwinding of nuclear provisions

-146

-19

Fair value changes, impairments and reversals

1

-29

Comparable finance costs - net

-38

-103

1)In 2021, 2020 comparatives were revised due to a revision of the lease adjustment following the finalisation of the purchase price allocation for the Uniper acquisition.

In 2021, Fortum introduced a new Comparable net profit APM. See more information in } Note 1 Significant accounting policies and } Definitions and reconciliations of key figures.

Interest expenses on borrowings totalled EUR 170 million (2020: 186) including interest expenses on loans of EUR 146 million (2020: 160), and EUR 24 million (2020: 26) interest cost – net from derivatives hedging the loan portfolio. Interest expenses from leases were EUR 32 million (2020: 21) and other interest expenses were EUR 16 million (2020: 2).

Interest income, EUR 156 million (2020: 111), includes EUR 128 million (2020: 88) interest income from shareholder loan receivables and other loan receivables, and EUR 7 million (2020: 8) from deposits. Interest income from leases was EUR 15 million (2020: 12) and other interest income was EUR 5 million (2020: 4).

Return from Nuclear Funds include interest income from the Finnish Nuclear waste fund and changes in fair values in the Swedish Nuclear waste fund. The change between 2021 and 2020 in unwinding of discount on other provisions and pension obligations comes mainly from a positive effect of changes in discount rates on other provisions in the Uniper segment. For additional information see } Note 29 Nuclear-related assets and liabilities, } Note 30 Other provisions and } Note 31 Pension obligations.

Interest rate and currency derivatives in finance costs – net

EUR million

2021

2020

Interest rate and cross currency swaps

Interest expenses on borrowings

16

24

Exchange rate difference from derivatives

-12

52

Rate difference in fair value gains and losses on financial instruments 1)

-55

-2

Total fair value change of interest rate derivatives in finance costs - net

-51

74

 

Foreign exchange derivatives

Interest expenses on borrowings

-40

-50

Exchange rate difference from derivatives

-15

61

Rate difference in fair value gains and losses on financial instruments

4

0

Total fair value change of currency derivatives in finance costs - net

-51

11

Total

-102

85

1)Fair value gains and losses on financial instruments include fair value change of hedging derivatives in fair value hedge relationship to EUR -55 million (2020: -2).

80

12 Income tax expense

12.1 Profit before tax

EUR million

2021

2020

Finland

561

1,088

Germany

-3,186

269

Russia

455

403

Sweden

2,195

-65

United Kingdom

-824

-102

Other

509

606

IS Total 1)

-289

2,199

1)Profit before taxes in 2020 includes contribution from Uniper for the period of 1 April to 31 December 2020 since Uniper was consolidated as a subsidiary from 31 March 2020.

Profit before tax by country represents the respective countries’ part of total profit before tax for Fortum Group according to IFRS, based on the same accounting principles as consolidated financial statements. This means that the respective country’s profits include such items as share of profits from associates and joint ventures, and effects of accounting for nuclear provisions, which are not included in taxable profits in the local subsidiaries.

12.2 Major components of income tax expense by country

EUR million

2021

2020

Current taxes

Finland

-107

-35

Germany

-506

-81

Russia

-97

-84

Sweden

-100

30

United Kingdom

0

-

Other

-93

-52

Total

-903

-222

Deferred taxes

Finland

-1

-32

Germany

606

-23

Russia

12

-12

Sweden

162

-81

United Kingdom

179

37

Other

118

-12

Total

1,076

-123

Adjustments recognised for current tax of prior periods

Finland

0

1

Germany

21

1

Russia

-2

-

Sweden

-

-1

United Kingdom

-

-

Other

-17

1

Total

2

2

IS Income tax expense

175

-344

81

12.3 Income tax rate reconciliation

The table below explains the difference between the theoretical enacted tax rate in Finland compared to the tax rate in the consolidated income statement.

EUR million

2021

%

2020

%

Profit before tax

-289

2,199

Tax calculated at nominal Finnish tax rate

58

20.0

-440

20.0

Differences in tax rates in other jurisdictions

341

118.0

-52

2.4

Tax rate changes

32

11.2

4

-0.2

Tax exempt capital gains

561

194.1

167

-7.6

Impact of acquisition accounting

-

-

-70

3.2

Tax exempt income and other non-deductible expenses 1)

-14

-4.9

24

-1.1

Share of profit of associates and joint ventures

32

11.1

189

-8.6

Taxes related to dividend distributions 1)

-12

-4.2

-24

1.1

Tax effects of changes in value and non-recognition of deferred taxes

-851

-294.6

-129

5.9

Other items

9

3.2

-16

0.7

Adjustments recognised for taxes of prior periods

20

6.9

3

-0.1

IS Income tax expense

175

60.7

-344

15.7

1)Taxable dividends related to Germany, included in Taxes related to dividend distributions, were in 2021 reclassified to Tax exempt income and other non-deductible expenses in order to better reflect the nature of these taxes. Comparatives have been reclassified accordingly.

Key tax indicators:

The weighted average applicable income tax rate for 2021 is 141.9% (2020: 22.1%).
The effective income tax rate in the income statement for 2021 is 60.7% (2020: 15.7%).
The comparable effective income tax rate for 2021 is 24.2% (2020: 24.1%). In 2021, Fortum introduced Comparable net profit APM, which resulted in recalculation of the comparable effective income tax rate. 2020 comparative has been recalculated accordingly.

See } Note 7 Comparable operating profit and comparable net profit and } Definitions and reconciliations of key figures.

The major items affecting the effective income tax rate are as follows:

The differences in tax rates in other jurisdictions increased the rate by 118.0% (2020: 2.4%), mainly related to Germany.
Due to the loss before taxes in 2021, the one-time tax-free capital gains increased the rate by 194.1% (2020: - 7.6%). Gains mainly relate to the sale of Stockholm Exergi Holding AB in Sweden.
Tax effects of changes in value and non-recognition of deferred taxes during 2021 reduced the effective tax rate by -294.6% (2020: 5.9%), mainly related to derivative financial instruments and provisions in Germany.

82

13 Earnings and dividend per share

Accounting policies

EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the net profit attributable to the owners of the parent company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Group and held as treasury shares.

DIVIDENDS

Dividends proposed by the Board of Directors are not recognised in the financial statements until they have been approved by the company's shareholders at the Annual General Meeting.

13.1 Earnings per share

Earnings per share, basic

2021

2020

IS Profit attributable to owners of the parent (EUR million)

739

1,823

Weighted average number of shares (thousand)

888,294

888,294

 

Basic earnings per share (EUR )

0.83

2.05

As Fortum currently has no dilutive instruments outstanding, diluted earnings per share is the same as basic earnings per share.

Comparable earnings per share

Comparable earnings per share

2021

2020

Comparable net profit (EUR million)

1,778

1,483

Weighted average number of shares (thousand)

888,294

888,294

 

Comparable earnings per share (EUR )

2.00

1.67

In 2021, Fortum introduced a new APM, Comparable earnings per share. See more information in } Note 1 Significant accounting policies and } Definitions and reconciliations of key figures.

13.2 Dividend per share

A dividend in respect of 2021 of EUR 1.14 per share, amounting to a total dividend of EUR 1,013 million based on the amount of shares registered as at 2 March 2022, is to be proposed at the planned Annual General Meeting on 28 March 2022. These Financial statements do not reflect this dividend.

A dividend for 2020 of EUR 1.12 per share, amounting to a total of EUR 995 million, was decided in the Annual General Meeting on 28 April 2021. The dividend was paid on 7 May 2021.

A dividend for 2019 of EUR 1.10 per share, amounting to a total of EUR 977 million, was decided in the Annual General Meeting on 23 April 2020 and the dividend was paid on 5 May 2020.

83

14 Financial assets and liabilities by categories

ACCOUNTING POLICIES

FINANCIAL ASSETS

Fortum classifies its financial assets in the following categories according to IFRS 9: financial assets at amortised cost, financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. The classification is made at initial recognition and depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them.

In order for the financial asset to be classified and measured at amortised cost or fair value through other comprehensive income, it needs to give rise to cash flows that are solely payments of the principal and interest on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. When the SPPI criteria is not met, financial assets are classified to fair value through profit or loss category.

Financial assets are presented as non-current assets unless they are held for trading, expected to be realised within 12 months at the closing date or they have a maturity of under 12 months at closing date. These are classified as current assets.

FINANCIAL ASSETS AT AMORTISED COST

Fortum measures financial assets at amortised cost when the financial asset is included in the held-to-collect business model with fixed or determinable payments that are payments of amount outstanding or interest on it. They arise when the Group provides money, goods or services directly to a debtor. Financial assets at amortised cost include non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

Financial assets at amortised cost are subject to impairment using expected credit loss (ECL) model. Gains and losses from derecognition of the asset are recognised in profit and loss.

FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT or LOSS

Financial assets at fair value through profit or loss include financial assets held for trading in the short term, financial assets designated upon initial recognition irrevocably as fair value through profit or loss and financial assets mandatorily recognised at fair value through profit or loss according to IFRS 9. Derivatives are classified as held for trading unless they are designated as effective hedging instruments.

Gains and losses arising from changes in the fair value are included in the income statement in the period in which they arise.

FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Other equity investments designated at fair value through other comprehensive income are not subject to impairment assessment and accumulated reserves are not recycled to profit or loss upon derecognition. Dividends received are recognised in profit and loss.

Investments designated at fair value through other comprehensive income mainly consist of other equity investments coming from the acquisition of Uniper which the Group has elected to designate irrevocably at fair value through other comprehensive income.

DERECOGNITION

Fortum derecognises financial assets when the rights to receive cash flows from the assets have expired or when it has substantially transferred the risks and rewards of the assets outside of the Group.

IMPAIRMENT

Fortum recognises an allowance for expected credit losses (ECL) according to IFRS 9 for financial assets measured at amortised cost. See further information on ECL in } Note 4.4.1 Credit quality of major financial assets and in } Note 23 Trade and other receivables.

Financial assets measured at fair value through profit or loss are not included in ECL assessment as they are already measured at fair value. A financial asset is written-off when there is no reasonable expectation of recovering the contractual cash flows.

FINANCIAL LIABILITIES

All financial liabilities are recognised initially at fair value. In the case of loans and borrowings and payables, incurred transaction costs are deducted. In subsequent periods, all financial liabilities, except derivatives and financial liabilities which the Group has at initial recognition irrevocably designated at fair value through profit or loss, are stated at amortised cost; any difference between proceeds (net of transaction costs) and the redemption value is recognised as interest cost over the period of the borrowing using the effective interest rate method.

Derivative financial instruments entered into by the Group, that are not designated as hedging instruments are classified as liabilities at fair value through profit and loss. Amortisation of the effective interest rate and gains and losses of liabilities are recognised in the income statement.

Group’s financial liabilities include trade and other payables, loans and borrowings and derivative financial instruments. Borrowings or portion of borrowings being hedged with a fair value hedge are recognised at fair value through profit or loss. Derecognition of financial liabilities takes place when the Group has fulfilled the contractual obligations.

ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Within the ordinary course of business, the Group routinely enters into sale and purchase transactions for commodities. Contracts that were entered into and continue to be held for the purpose of receipt or delivery of the commodity in accordance with the Group's expected sale, purchase or usage requirements are not within the scope of IFRS 9 ("own use exemption"). Physical contracts to buy or sell a non-financial item, which are fair valued using the fair value option to off-set accounting mismatch, or where own use exemption or hedge accounting cannot be applied are fair valued through the income statement.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Gains and losses resulting from the initial fair value measurement of a derivative (“day one” gains and losses) are eliminated against the corresponding derivative asset or liability, if the initial fair value is determined based on valuation model with input parameters that are unobservable from active markets. For derivatives whose initial fair value is evidenced by a quoted price in an active market for an identical contract or based on a valuation technique that uses only data from observable markets, gains and losses from the initial measurement are accounted for similarly to gains or losses on the subsequent measurement.

The method of recognising the resulting gain or loss on the subsequent measurement depends on whether the derivative is designated as a hedging instrument eligible for hedge accounting, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: (1) hedges of highly probable forecast transactions (cash

84

flow hedges); (2) hedges of the fair value of recognised assets or liabilities, or unrecognised firm commitments (fair value hedge); or (3) hedges of net investments in foreign operations.

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, whether the hedged item is one or several risk components separately or in aggregation, as well as its risk management objective and strategy for undertaking various hedge transactions. When applying hedge accounting the Group also documents its assessment, of whether the derivatives that are used in hedging transactions are meeting the hedge accounting effectiveness criteria: (1) there is an economic relationship between the hedged item and the hedging instrument, (2) the effect of credit risk does not dominate the value changes that result from that economic relationship; and (3) the hedge ratio of the hedging relationship is the same as applied in the risk management. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective by assessing the prospective capacity of the derivatives in offsetting changes in fair values or cash flows of hedged items. Hedge accounting is discontinued only when the hedging relationship ceases to meet the hedge effectiveness criteria.

CASH FLOW HEDGE

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. Gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit and loss (e.g. when the forecasted sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (e.g. inventory) or a liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. When a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity is recognised in the income statement when the forecast transaction is ultimately also recognised in the income statement. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately recognised in the income statement.

Fortum hedges its exposure to commodity market risks and applies hedge accounting by risk components. Hedge accounting is applied to Nordic electricity price risk, where the Nordic area priced physical electricity delivery is commonly divided into three risk components: (1) system price risk, (2) electricity price area difference risk (EPAD) and (3) currency risk. For each of these separate risk components there are specific derivative contracts available, which each are being effective hedges for the associated risk components.

In addition, hedge accounting is applied to certain derivative contracts hedging gas price risk. These are physically settled fixed-price forward and futures contracts, for which the own-use exemption cannot be applied (failed own-use contracts), where the contract constitutes an effective hedge of cash flows of the gas volumes to be delivered (“all-in-one” hedge).

FAIR VALUE HEDGE

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised to profit or loss for the periods until maturity of the hedged item.

NET INVESTMENT HEDGING IN FOREIGN OPERATIONS

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in equity; the gain or loss relating to the ineffective portion is recognised immediately in the income statement. Gains and losses accumulated in equity are included in the income statement when the foreign operation is disposed of.

DERIVATIVES THAT DO NOT QUALIFY FOR HEDGE ACCOUNTING

Certain derivative instruments representing economic hedging relationship do not qualify for hedge accounting. Gains and losses on non-hedge accounted derivatives for which the offsetting impact of the hedged item is recognised in operating profit are reported in other income and other expenses in the income statement. Unrealised fair value changes of non-hedge accounted commodity derivatives hedging future cash flow and physical contracts that are accounted for as derivatives within the scope of IFRS 9 are recognised in items affecting comparability in the income statement. Gains and losses on interest rate and currency derivative instruments are recognised in finance costs – net with corresponding hedge items.

Financial assets and liabilities in the tables below are split into categories in accordance with IFRS 9. The categories are further divided into classes which are the basis for valuing a respective asset or liability. Further information can be found in the Notes mentioned in the table.

85

Financial assets by category 2021

Amortised cost

Fair value through profit or loss

Fair value through other comprehensive income

EUR million

Note

Hedge accounting, fair value hedges

Non-hedge accounting

Other financial assets

Net investment and Cash flow hedges

Other equity investments

Lease receivables

Total financial assets

Financial instruments in non-current assets

Other non-current assets

20

316

136

118

570

Derivative financial instruments

4

Commodity derivatives

16,955

53

17,009

Interest rate and currency derivatives

49

34

5

88

Long-term interest-bearing receivables

21

2,125

147

119

2,392

Financial instruments in current assets

Derivative financial instruments

4

Commodity derivatives

64,750

416

65,165

Interest rate and currency derivatives

22

170

34

226

Trade receivables

23

12,916

12,916

Other receivables

23

1,927

13

1,940

Short-term interest-bearing receivables

21

145

553

17

715

Liquid funds

24

7,545

47

7,592

Total

24,974

71

81,909

897

507

118

136

108,613

Financial assets by category 2020

Amortised cost

Fair value through profit or loss

Fair value through other comprehensive income

EUR million

Note

Hedge accounting, fair value hedges

Non-hedge accounting

Other financial assets

Net investment and Cash flow hedges

Other equity investments

Lease receivables

Total financial assets

Financial instruments in non-current assets

Other non-current assets

20

291

70

118

479

Derivative financial instruments

4

Commodity derivatives

2,707

23

2,730

Interest rate and currency derivatives

134

46

36

216

Long-term interest-bearing receivables

21

2,106

116

181

2,402

Financial instruments in current assets

Derivative financial instruments

4

Commodity derivatives

7,292

125

7,416

Interest rate and currency derivatives

20

89

6

115

Trade receivables

23

7,115

7,115

Other receivables

23

1,728

62

1,790

Short-term interest-bearing receivables

21

145

437

16

598

Liquid funds

24

2,262

46

2,308

Total

13,646

154

10,133

732

190

118

196

25,170

86

Financial liabilities by category 2021

Amortised cost

Fair value through profit or loss

Fair value through other comprehensive income

EUR million

Note

Hedge accounting, fair value hedges

Non-hedge accounting

Other financial liabilities

Net investment and Cash flow hedges

Lease liabilities

Total financial liabilities

Financial instruments in non-current liabilities

Interest-bearing liabilities

27

6,087

1,669

1)

945

8,701

Derivative financial instruments

4

Commodity derivatives

16,373

248

16,621

Interest rate and currency derivatives

9

8

18

36

Financial instruments in current liabilities

Interest-bearing liabilities

27

7,840

549

130

8,519

Derivative financial instruments

4

Commodity derivatives

68,905

2,934

71,839

Interest rate and currency derivatives

2

103

2

107

Trade payables

33

12,152

12,152

Other liabilities

33

425

425

Total

26,503

1,680

85,390

549

3,202

1,075

118,400

1)Fair valued part of bond in fair value hedge relationship.

Financial liabilities by category 2020

Amortised cost

Fair value through profit or loss

Fair value through other comprehensive income

EUR million

Note

Hedge accounting, fair value hedges

Non-hedge accounting

Other financial liabilities

Net investment and Cash flow hedges

Lease liabilities

Total financial liabilities

Financial instruments in non-current liabilities

Interest-bearing liabilities

27

5,746

2,145

1)

894

8,785

Derivative financial instruments

4

Commodity derivatives

2,462

77

2,539

Interest rate and currency derivatives

25

63

30

118

Financial instruments in current liabilities

Interest-bearing liabilities

27

1,284

432

161

1,877

Derivative financial instruments

4

Commodity derivatives

7,512

244

7,756

Interest rate and currency derivatives

10

167

4

181

Trade payables

33

7,126

7,126

Other liabilities

33

972

972

Total

15,128

2,180

10,203

432

356

1,055

29,354

1)Fair valued part of bond in fair value hedge relationship.

87

15 Financial assets and liabilities by fair value hierarchy

ACCOUNTING POLICIES

Fair value measurements are classified using a fair value hierarchy i.e. Level 1, Level 2 and Level 3 that reflects the significance of the inputs used in making the measurements.

FAIR VALUES UNDER LEVEL 1 MEASUREMENT HIERARCHY

The fair value of financial assets and liabilities classified as Level 1 is based on unadjusted quoted prices in active markets at the closing date. Level 1 consist e.g. commodity derivatives traded in active markets.

FAIR VALUES UNDER LEVEL 2 MEASUREMENT HIERARCHY

The fair value of financial assets and liabilities classified as Level 2 is based on observable input parameters, which are other than quoted prices.

The fair value of financial instruments traded in active markets in Level 2 is calculated using prices derived from quoted market prices at the closing date. Known calculation techniques, such as estimated discounted cash flows, are used to determine fair value of interest rate and currency financial instruments. The fair value of interest-rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward foreign exchange contracts is determined using forward exchange market rates at the closing date. Fair values of options are determined by using option valuation models. The fair value of financial liabilities is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. The counterparty credit risk has been taken into account when determining fair value. The credit risk is determined based on a portfolio valuation in a bilateral approach covering both Fortum’s own credit risk (debt value adjustment) and the credit risk of the corresponding counterparty (credit value adjustment).

The Group bases the calculation on existing market conditions at each closing date. Financial instruments used in Fortum are standardised products that are either cleared via exchanges or widely traded in the market. Credit risk from trading commodity derivatives is mitigated by clearing trades through exchanges or by limiting trades to OTC counterparties considered to be creditworthy, or secured by credit worthy guarantees. Financial derivatives are traded with credit worthy financial institutions with investment grade ratings.

FAIR VALUES UNDER LEVEL 3 MEASUREMENT HIERARCHY

The fair value of financial assets and liabilities classified as Level 3 is based on unobservable input parameters.

Level 3 consist mainly investments in unlisted shares classified as other investments for which the fair value can't be reliably measured and derivative financial instrument for which the fair value has been determined using valuation techniques with unobservable inputs. The input parameters of Level 3 of the fair value hierarchy for equity investments are specified taking into account economic developments and available industry and corporate data. The counterparty credit risk has been adjusted when determining the fair value.

88

Financial assets

Level 1

Level 2

Level 3

Netting 1)

Total

EUR million

Note

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

In non-current assets

Other investments

20

71

75

46

43

99

70

216

188

Derivative financial instruments

Commodity derivatives

4

Hedge accounting

62

52

-9

-29

53

23

Non-hedge accounting

5,136

1,030

11,708

1,563

207

138

-96

-24

16,955

2,707

Interest rate and currency derivatives

4

Hedge accounting

54

170

54

170

Non-hedge accounting

34

46

34

46

Interest-bearing receivables

111

98

36

17

147

116

In current assets

Derivative financial instruments

Commodity derivatives

4

Hedge accounting

50

572

185

-207

-60

416

125

Non-hedge accounting

22,876

2,851

45,575

5,090

326

6

-4,028

-655

64,750

7,292

Interest rate and currency derivatives

4

Hedge accounting

57

26

57

26

Non-hedge accounting

170

89

170

89

Other receivables

13

62

13

62

Interest-bearing receivables

596

432

46

4

5

600

483

Total

28,840

4,486

58,291

7,372

672

237

-4,340

-768

83,465

11,326

1)Receivables and liabilities from standard electricity and other commodity derivative contracts against exchanges with same delivery period are netted in Fortum, except in Uniper-segment.

89

Financial liabilities

Level 1

Level 2

Level 3

Netting 2)

Total

EUR million

Note

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

In non-current liabilities

Interest-bearing liabilities 1)

27

1,669

2,145

1,669

2,145

Derivative financial instruments

Commodity derivatives

4

Hedge accounting

257

106

-9

-29

248

77

Non-hedge accounting

4,874

634

11,336

1,598

259

254

-96

-24

16,373

2,462

Interest rate and currency derivatives

4

Hedge accounting

27

56

27

56

Non-hedge accounting

8

63

8

63

In current liabilities

Interest-bearing liabilities

27

549

497

549

497

Derivative financial instruments

Commodity derivatives

4

Hedge accounting

420

2,721

304

-207

-60

2,934

244

Non-hedge accounting

20,316

2,545

52,531

5,612

86

10

-4,028

-655

68,905

7,512

Interest rate and currency derivatives

4

Hedge accounting

4

14

4

14

Non-hedge accounting

103

167

103

167

Total

25,610

3,179

69,205

10,561

345

264

-4,340

-768

90,822

13,236

1)Fair valued part of bonds in fair value hedge relationship.

2)Receivables and liabilities from standard electricity and other commodity derivative contracts against exchanges with same delivery period are netted in Fortum, except in Uniper-segment.

At the end of December 2021, the net fair value of commodity derivatives was EUR -6,225 million, including assets of EUR 82 billion and liabilities of EUR 88 billion (EUR -149 million in December 2020, including assets of EUR 10 billion and liabilities of EUR 10 billion). The increase from December 2020 mainly relates to derivative financial instruments in the Uniper segment resulting from higher market prices for commodities.

Net fair value amount of interest rate and currency derivatives was EUR 171 million, including assets EUR 315 million and liabilities EUR 143 million. Fortum has cash collateral agreements with some counterparties. At the end of December 2021 Fortum had received EUR 152 million from collateral agreements. The received cash has been booked as short-term liability.

During 2021 there has been no transfers between Level 1 and Level 2.

Changes in fair value hierarchy Level 3

EUR million

1 Jan 2021

Purchases

Sales

Settlements

Gains / losses in income statement

Transfers into level 3

Transfers out of
level 3

Gains / losses
in OCI

31 Dec 2021

On balance sheet, net

Other investments

70

31

-3

52

-52

1

99

Commodity derivatives, fair values

382

166

-2

219

765

Commodity derivatives, day-1 gains and losses

-501

-100

26

-575

Interest-bearing receivables

22

19

-6

5

40

Total on balance sheet, net

-27

50

66

18

221

52

-52

1

329

90

16 Intangible assets

ACCOUNTING POLICIES

Intangible assets, except goodwill, are stated at historical cost less accumulated amortisation and impairment losses; and amortised on a straight-line basis over their expected useful lives.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each closing date. An asset’s carrying amount is written down to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. See further information on the impairment testing in } Note 19 Impairment testing.

Economic lives and book values intangible assets reflect approved actions towards Fortum’s climate-related targets.

GOODWILL

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of net identifiable assets of the acquired subsidiary, associate or joint venture at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets and tested annually for impairment. Goodwill on acquisition of associates and joint ventures is included in investments in associates and joint ventures and is tested for impairment as part of the overall balance. Goodwill is carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on disposal of an entity include the carrying amount of goodwill relating to the entity sold.

CONTRACT-BASED INTANGIBLE ASSETS

Majority of contract-based intangible assets are concession rights in Germany, which are valued at amortised costs. The remaining useful life of concession rights is approximately 30 years.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are recognised as expense as incurred and included in other expenses in the consolidated income statement. If development costs are expected to generate future income, they are capitalised as intangible assets and depreciated over the period of the income streams.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS:
ASSIGNED VALUES AND USEFUL LIVES IN ACQUISITIONS

In an acquisition acquired intangible and tangible assets are fair valued and their remaining useful lives are determined. Management believes that the assigned values and useful lives, as well as the underlying assumptions, are reasonable. Different assumptions and assigned lives could have a significant impact on the reported amounts.

The Group has significant carrying values in property, plant and equipment, intangible assets and participations in associated companies and joint ventures which are tested for impairment according to the accounting policy. See further information on the impairment testing in } Note 19 Impairment testing.

Goodwill

Contract-based

Other 1)

Total 1)

EUR million

2021

2020

2021

2020

2021

2020

2021

2020

Cost 1 January

1,069

612

1,328

-

1,514

921

3,911

1,533

Translation differences and other adjustments

22

-58

29

-

27

-53

78

-111

Acquisition of subsidiary companies 2)

-

515

-

1,349

-

523

-

2,388

Capital expenditure

-

-

-

-

118

124

119

124

Disposals

-

-

-1

-

-21

-12

-21

-12

Sale of subsidiary companies

-70

-

-22

-

-58

-4

-150

-4

Transfer to assets held for sale 2)

-

-

-

-22

-

-

-

-22

Reclassifications

-

-

-

-

6

15

6

15

Cost 31 December

1,021

1,069

1,334

1,328

1,586

1,514

3,941

3,911

 

Accumulated depreciation 1 January

-

-

794

-

850

426

1,643

426

Translation differences and other adjustments

-

-

29

-1

16

-15

45

-16

Acquisition of subsidiary companies 2)

-

-

-

809

-

324

-

1,134

Disposals

-

-

-1

-

-20

-14

-21

-14

Sale of subsidiary companies

-

-

-22

-

-37

-3

-59

-3

Transfer to assets held for sale 2)

-

-

-

-22

-

-

-

-22

Reclassifications

-

-

-

-8

-

1

-

-7

Depreciation for the year

-

-

20

15

144

130

164

145

Impairment charges

-

-

-

-

2

-

2

-

Accumulated depreciation 31 December

-

-

820

794

955

850

1,775

1,643

BS Carrying amount 31 December

1,021

1,069

514

534

632

664

2,167

2,268

1)In 2021, CO2 emission allowances included in Intangible assets were reclassified to Inventories. Comparatives have been reclassified accordingly. See4Note 22 Inventories.

2)See4Note 3 Acquisitions, disposals and assets held for sale.

91

Goodwill in groups of cash-generating units

Goodwill is allocated to operating segments corresponding to groups of cash-generating units that benefit from the synergies of the acquired goodwill.

EUR million

2021

2020

Uniper

515

515

Consumer Solutions

223

214

Russia

144

134

City Solutions

137

205

Total

1,021

1,069

Other intangible assets

Other intangible assets include customer contracts, and costs for software products and software licenses.

17 Property, plant and equipment and right-of-use assets

ACCOUNTING POLICIES

Property, plant and equipment mainly include power and heat production-related buildings, structures and machinery, waterfall rights, and other buildings and machinery.

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses on the consolidated balance sheet. Historical cost includes expenditure that is directly attributable to the acquisition of an item. Borrowing costs are included in the cost of qualified assets. Additionally, the cost of an item of property, plant and equipment includes the estimated cost of its dismantlement, removal or restoration when there is a contractual obligation towards a third party, or a legal obligation.

Acquired assets on the acquisition of a new subsidiary are stated at their fair values at the date of acquisition.

See } Note 30 Other provisions for information about asset retirement obligations, } Note 29 Nuclear-related assets and liabilities, for information about provisions for decommissioning nuclear power plants and } Note 34 Leases, for information about right-of-use assets.

Land, water areas and waterfall rights are not depreciated since they have indefinite useful lives.

Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

Buildings and structures: 10-50 years

Machinery and equipment: 3-65 years

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance expenses are charged to the income statement during the financial period in which they are incurred.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each closing date. An asset’s carrying amount is written down to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. See further information on the impairment testing in } Note 19 Impairment testing.

Economic lives and book values of property, plant and equipment reflect approved actions towards Fortum’s climate-related targets.

BORROWING COSTS

Borrowing costs directly attributable to the construction of qualifying assets are added to the cost of those assets. Qualifying assets are assets that take a substantial time to get ready for their intended use or sale.

92

Land and waterfall rights

Buildings and structures

Machinery, equipment and other

Advances paid and
construction in progress

Total

EUR million

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

Cost 1 January

4,436

2,578

10,400

4,103

32,285

8,667

1,602

419

48,723

15,768

Translation differences and other adjustments 1)

-75

219

145

-259

444

-224

41

-41

554

-305

Acquisition of subsidiary companies 2)

-

1,636

-

6,414

-

22,825

-

3,088

-

33,963

Capital expenditure 1) 3)

6

6

56

35

232

346

754

668

1,046

1,056

Additions to right-of-use assets

34

-

41

97

97

57

-

-

173

154

Decreases in right-of-use assets

-

-

-11

-60

-21

-29

-

-

-32

-90

Nuclear asset retirement cost

-

-

-

-

56

172

-

-

56

172

Disposals

-14

-1

-33

-51

-337

-191

-8

-23

-392

-267

Sale of subsidiary companies 2)

-17

-1

-257

-89

-602

-117

-100

-2

-975

-209

Transfer to assets held for sale 2)

-

-3

-

-126

-

-1,375

-

-

-

-1,504

Reclassifications

2

4

233

336

841

2,154

-1,116

-2,507

-41

-14

Cost 31 December

4,371

4,436

10,574

10,400

32,996

32,285

1,172

1,602

49,113

48,723

 

Accumulated depreciation 1 January

280

1

5,936

1,765

22,983

3,877

157

-

29,357

5,644

Translation differences and other adjustments

4

7

143

-68

180

110

-2

12

325

61

Acquisition of subsidiary companies 2)

-

265

-

4,124

-

18,679

-

1,263

-

24,331

Disposals

-10

-1

-32

-48

-331

-179

-1

-8

-373

-236

Sale of subsidiary companies 2)

-1

-

-78

-39

-269

-53

-

-

-348

-92

Decreases in right-of-use assets

-

-

-1

-3

-12

-29

-

-

-13

-32

Transfer to assets held for sale 2)

-

-

-

-118

-

-1,156

-

-

-

-1,274

Depreciation for the year

5

7

180

164

932

774

1

1

1,117

946

Impairment charges

-

-

19

-

15

-

-

-

34

-

Reclassifications

-

-

-3

160

-40

959

8

-1,111

-35

8

Accumulated depreciation 31 December

279

280

6,164

5,936

23,460

22,983

162

157

30,064

29,357

BS Carrying amount 31 December

4,093

4,156

4,410

4,464

9,536

9,302

1,010

1,445

19,049

19,367

1)2020 comparatives were revised in 2021 due to a revision of the lease adjustment following the finalisation of the purchase price allocation for the Uniper acquisition.
2)See4Note 3 Acquisitions, disposals and assets held for sale
3)Includes EUR 50 million (2020: 39) of other asset retirement costs.

93

18 Participations in associated companies and joint ventures

ACCOUNTING POLICIES

The Group’s interests in associated companies and jointly controlled entities are accounted for using the equity method of accounting. Assets acquired and liabilities assumed in the investment in associates or joint ventures are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill.

The Group’s share of its associates or joint ventures post-acquisition profits or losses after tax, and the expenses related to the adjustments to the fair values of the assets and liabilities assumed are recognised in the income statement. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. The Group’s share of post-acquisition adjustments to associates or joint ventures equity that has not been recognised in the associate’s or joint venture’s income statement, is recognised directly in Group’s shareholder’s equity, and against the carrying amount of the investment.

When the Group’s share of losses in an associate or a joint venture equals or exceeds its interest in the associate or joint venture, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate or joint venture.

Material unrealised gains on transactions between the Group and its associates or joint ventures are eliminated to the extent of the Group’s interest in the associate or joint venture. Material unrealised losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates or joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.

If more recent information is not available, the share of the profit of certain associated or joint venture companies is included in the consolidated accounts based on the latest available information.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Management is required to make significant judgements when assessing the nature of Fortum’s interest in its investees and when considering the classification of Fortum’s joint arrangements. In the classification, emphasis has been put on decision making, legal structure, financing and risks of the arrangements.

Management judgement is required when testing the carrying amounts for participations in associated companies and joint ventures for impairment. See } Note 19 Impairment testing for more information.

94

18.1 Principal associated companies and joint ventures

Forsmarks
Kraftgrupp AB

Kemijoki Oy

TGC-1

TVO Oyj

Nature of the relationship

Co-owned nuclear company

Co-owned hydro company

Energy company (listed)

Co-owned nuclear company

Classification

Associated company

Associated company

Associated company

Joint venture

Segment

Generation, Uniper

Generation

Russia

Generation

Domicile

Sweden

Finland

Russia

Finland

Ownership interest, % 1)

34

58

29.99

26

Votes, %

34

28

29.99

26

1)Kemijoki and TVO have different series of shares. The ownership interest varies due to the changes in equity assigned to the different share series. The ownership interests for 2020 for Kemijoki Oy and TVO were 58% and 26% respectively.

Shareholdings in power production companies

Power plants are often built jointly with other power producers. Under the consortium agreements, each owner is entitled to electricity in proportion to its share of ownership, or other agreements, and each owner is liable for an equivalent portion of costs. The production companies are not profit making, since the owners purchase electricity at production cost, including interest cost and production taxes. The share of profit of these companies is mainly IFRS adjustments (e.g. accounting for nuclear-related assets and liabilities) and depreciations on fair value adjustments from historical acquisitions since the companies are not profit making under local accounting principles.

Fortum has material shareholdings in such power production companies (mainly nuclear and hydro) that are consolidated using equity method either as associated companies (Forsmarks Kraftgrupp AB and Kemijoki Oy) or as joint venture (Teollisuuden Voima Oyj (TVO)).

In Sweden, nuclear production company shareholding is 34.0% ownership of the shares in Forsmarks Kraftgrupp AB. Excluding non-controlling interests in the subsidiaries, Fortum’s participation in the company is 29.7%, which reflects the share of electricity produced that Fortum can sell further to the market. The minority part of the electricity purchased is invoiced further to each minority owner according to their respective shareholding and treated as pass-through.

In Finland, Fortum has an ownership in power production company TVO that has two series of shares which entitle the shareholders to electricity produced in the different power plants owned by TVO. Shares in series A entitle to electricity produced in nuclear power plants Olkiluoto 1 and 2 and Fortum owns 26.6% of these shares. Series B entitles to electricity in the nuclear power plant currently under test production phase, Olkiluoto 3, and Fortum’s ownership in this share series is 25,0%.

See also Associated companies in }Note 29 Nuclear-related assets and liabilities.

The most significant hydro production company shareholding is 63.8% of the hydro shares and 26.7% of the monetary shares in Kemijoki Oy. Each owner of hydro shares is entitled to the hydropower production in proportion to its hydro shareholding.

Shareholdings in other principal associated companies and joint ventures

Fortum has also other shareholdings in listed companies, such as Territorial Generating Company 1 (TGC-1). The shareholding in TGC-1 is accounted for as an associated company as Fortum has representatives in the Board of Directors of the company. The share of profit of TGC-1 is accounted for based on previous quarter information since updated information as at 31 December is not available for financial statements.

Changes in shareholdings in principal associated companies and joint ventures

On 20 September 2021, Fortum concluded the sale of its 50% ownership in the Swedish district heating and cooling company Stockholm Exergi Holding AB (publ). See also }Note 3.2.2 Other disposals.

On 31 March 2020 Fortum consolidated Uniper as a subsidiary, meaning that Uniper is no longer included in participations in associated and joint ventures on Fortum’s consolidated balance sheet. Fortum and Uniper are co- owners in the Swedish nuclear company OKG AB. Fortum accounting for the shareholding in OKG AB as an associated company until 31 March 2020, and consolidated OKG as a subsidiary from 31 March 2020. See also }Note 3.1.2 Uniper acquisition in March 2020.

95

Summarised financial information of the principal associated companies in 2021

EUR million

Forsmarks
Kraftgrupp AB

Kemijoki Oy

TGC-1

Balance sheet

31 Dec 2020

31 Dec 2020

30 Sept 2021

Non-current assets

2,619

483

1,863

Current assets

441

7

273

Non-current liabilities

2,899

323

213

Current liabilities

128

116

223

Equity

33

52

1,700

Attributable to the owners of the parent

33

52

1,548

Attributable to non-controlling interests

-

-

153

Statement of comprehensive income

1 Jan 2020 -
31 Dec 2020

1 Jan 2020 -
31 Dec 2020

1 Oct 2020 -
30 Sept 2021

Sales

561

53

1,136

Profit or loss

-1

1

104

Attributable to the owners of the parent

-1

1

103

Attributable to non-controlling interests

-

-

2

Total comprehensive income

-1

1

105

Attributable to the owners of the parent

-1

1

103

Attributable to non-controlling interests

-

-

2

Reconciliation to carrying amount in Fortum Group

Group's interest in the equity of the associate 1 January

12

30

409

Change in share of profit and OCI items

-

-

31

Dividends received

-

-

-14

Translation differences and other adjustments

-

-

39

Group's interest in the equity of the associate 31 December

12

30

464

Fair values on acquisitions and different accounting principles 1)

479

149

-8

Carrying amount 31 December

491

179

456

Market value of listed shares 2)

135

1)Impact of different accounting principles include mainly IFRS adjustments for nuclear-related assets and liabilities, capitalised borrowing costs and fair value adjustment for the acquired assets and liabilities. Fortum records its share of nuclear-related assets and liabilities in its nuclear associated companies according to equity method. The basis for recognition is similar as for Loviisa power plant, see accounting principles in } Note 29 Nuclear-related assets and liabilities.

2)The market quotation is impacted by the limited free float of TGC-1 share.

Summarised financial information of the principal associated companies in 2020

EUR million

Forsmarks
Kraftgrupp AB

Kemijoki Oy

TGC-1

Balance sheet

31 Dec 2019

31 Dec 2019

30 Sept 2020

Non-current assets

2,641

480

1,699

Current assets

423

6

211

Non-current liabilities

2,889

316

238

Current liabilities

141

118

1,725

Equity

34

52

1,498

Attributable to the owners of the parent

34

52

1,379

Attributable to non-controlling interests

-

-

120

Statement of comprehensive income

1 Jan 2019 -
31 Dec 2019

1 Jan 2019 -
31 Dec 2019

1 Oct 2019 -
30 Sept 2020

Sales

543

53

1,077

Profit or loss

-

1

42

Attributable to the owners of the parent

-

1

50

Attributable to non-controlling interests

-

-

-8

Total comprehensive income

-

1

40

Attributable to the owners of the parent

-

1

48

Attributable to non-controlling interests

-

-

-8

Reconciliation to carrying amount in Fortum Group

Group's interest in the equity of the associate 1 January

8

30

523

Change in share of profit and OCI items

-

-

25

Dividends received

-

-

-14

Translation differences and other adjustments

3

-

-124

Group's interest in the equity of the associate 31 December

12

30

409

Fair values on acquisitions and different accounting principles 1)

444

151

-5

Carrying amount 31 December

456

181

404

Market value of listed shares 2)

141

96

Summarised financial information of the principal joint ventures

2021

2020

EUR million

TVO Oyj

TVO Oyj

Stockholm Exergi AB

Balance sheet

31 Dec 2021

31 Dec 2020

31 Dec 2020

Non-current assets

7,946

7,691

2,663

Current assets

716

490

274

of which cash and cash equivalents

172

161

1

Non-current liabilities

5,967

5,599

1,461

of which non-current interest-bearing liabilities

4,599

4,569

1,023

Current liabilities

632

539

316

of which current financial liabilities

449

429

173

Equity

2,063

2,043

1,161

Attributable to the shareholders of the company

2,063

2,043

1,160

Attributable to non-controlling interests

-

-

1

Statement of comprehensive income

1 Jan 2021 -
31 Dec 2021

1 Jan 2020 -
31 Dec 2020

1 Jan 2020 -
31 Dec 2020

Sales

299

275

589

Depreciation and amortisation

-44

-45

-144

Interest income

5

12

-

Interest expense

-42

-40

-18

Income tax expense or income

-

-

-22

Profit or loss

-20

-

84

Other comprehensive income

44

-22

-14

Total comprehensive income

25

-22

70

Attributable to the shareholders of the company

25

-22

70

Reconciliation to carrying amount in Fortum Group

Group's interest in the equity of the joint venture at 1 January

518

462

563

Change in share of profit and OCI items

5

-

35

Dividends received

-

-

-41

Investments

-

63

-

Translation differences and other adjustments

-

-6

24

Group's interest in the equity of the joint venture 31 December

523

518

580

Fair values on acquisitions and different accounting principles 1)

3

3

-61

Carrying amount 31 December

526

521

519

1)Impact of different accounting principles include mainly IFRS adjustments for nuclear-related assets and liabilities and capitalised borrowing costs. Fortum records its share of nuclear-related assets and liabilities in its nuclear associated companies according to equity method. The basis for recognition is similar as for Loviisa power plant, see accounting principles in } Note 29 Nuclear-related assets and liabilities.

18.2 Participations in and share of profits from associated companies and joint ventures

Participations in associated companies and joint ventures on the balance sheet

EUR million

2021

2020

Principal associates

1,126

1,041

Principal joint ventures

526

1,039

Other associates

309

474

Other joint ventures

500

358

BS Total

2,461

2,912

Changes in participation during the year

2021

2020

EUR million

Associated companies

Joint
ventures

Associated companies

Joint
ventures

Opening balance 1 January

1,508

1,404

5,144

1,290

Acquisitions 1)

-

-

742

9

Investments

6

39

3

116

Share of profit of associates and joint ventures

104

88

559

97

Dividend income received

-37

-76

-61

-56

Divestments and capital returns 2)

-18

-551

-26

-22

Reclassifications 1)

-152

94

-4,666

3

OCI items in associates and joint ventures

-1

39

-174

-8

Translation differences and other adjustments

26

-12

-14

-25

Carrying amount at 31 December

1,435

1,026

1,508

1,404

1)Acquisitions and reclassifications in 2020 mainly relate to Uniper consolidation at 31 March 2020.

2)Divestments and capital returns mainly related to the sale of Stockholm Exergi AB.

During 2021 Fortum received EUR 113 million (2020: 116) in dividends from associates and joint ventures of which EUR 42 million (2020: 41) was received from Stockholm Exergi.

For information about investments and divestments of shares in associated companies, see }Note 3 Acquisitions, disposals and assets held for sale.

97

Share of profit of associates and joint ventures

EUR million

2021

2020

Principal associates

Forsmarks Kraftgrupp AB

46

46

Kemijoki Oy

-1

-1

TGC-1

33

24

Principal associates, total

77

69

Principal joint ventures

TVO Oyj

-3

21

Principal joint ventures, total

-3

21

Other associates 1)

27

490

Other joint ventures

91

76

IS Total

192

656

1)In 2020, included share of profit of EUR 469 million from Uniper SE.

Comparable share of profit of associates and joint ventures

EUR million

2021

2020

IS Share of profit/loss of associates and joint ventures

192

656

Adjustments to share of profit/loss of associates and joint ventures

-38

-

Comparable share of profit/loss of associates and joint ventures

154

656

In 2021, Fortum introduced a new Comparable net profit APM. See more information in } Note 1 Significant accounting policies and } Definitions and reconciliations of key figures.

There are no unrecognised share of losses of associated companies and joint ventures.

Uniper

Fortum previously accounted for Uniper as an associated company with a three-month time lag as Fortum published the annual report before Uniper’s financial information was available. In the first quarter of 2020, Fortum revised its financial reporting schedule and publishes annual and interim reports after Uniper. Fortum's first quarter 2020 results included Fortum's share of Uniper’s results from 1 October 2019 to 31 March 2020.

Fortum’s share of Uniper’s IV/2019 profits, EUR 162 million, included a reversal of the adjustment which Fortum already made in IV/2019 related to the impact from the reinstatement of the UK capacity market. Fortum also made a reversal of EUR 389 million (after tax) related to the negative impact of Uniper’s IV/2019 impairments.

Fortum’s share of Uniper’s I/2020 profits, EUR 307 million, included a reversal of EUR 61 million after tax related to the negative impact of Uniper’s I/2020 impairments.

In the purchase price allocation for the acquisition of 49.99% of the shares in Uniper, Fortum recorded a fair value adjustment of EUR 613 million (after tax), relating to political and regulatory risks of certain generation and production assets of Uniper. If Uniper reports negative impacts relating to these generation and production assets, Fortum assesses the potential need to use this fair value adjustment to reverse these negative impacts. Fortum has assessed and concluded to use the fair value adjustment to reverse the majority of this negative impact from the impairments reported by Uniper in their IV/2019 and I/2020 results.

The remaining fair value adjustment from the purchase price allocation for the acquisition of 49.99% of the shares in Uniper ceased to exist on 31 March 2020. Following the consolidation of Uniper as a subsidiary, Fortum has prepared a new purchase price allocation. See }Note 3.1.2 Uniper acquisition in March 2020.

98

19 Impairment testing

ACCOUNTING POLICIES

The carrying values of goodwill, other intangible assets, property, plant and equipment, right-of-use assets, and non-financial investments are reviewed regularly for indication of impairment.

Indications of impairment are business-specific and are thus analysed separately by each segment; and include risks, such as changes in electricity and fuel prices, regulatory/political risks relating to energy taxes, price regulations, and limitations to the lifetime of assets.

Impairment testing is performed if there is an indication of impairment; and the asset is written down to its recoverable amount if its carrying amount is greater than the estimated recoverable amount.

In addition, goodwill and other intangible assets that have an indefinite useful life, and as such are not subject to amortisation, are tested annually for impairment, even if there is no indication of impairment. Impairment testing is performed and documented annually in connection with the long-term forecasting process.

Annual impairment testing is performed on a cash-generating unit level. Fortum defines cash-generating unit as the smallest group of assets that generate cash flows that are independent of the cash flows generated by other assets.

Goodwill is allocated to groups of cash-generating units that benefit from the synergies of the acquired goodwill.

Fortum uses value in use to establish the recoverable amount of cash-generating units. Value in use is determined by discounting future cash flows expected to be derived from group of assets. The carrying amount of group of cash generating units comprises net operating assets, including goodwill and fair value adjustments arising from acquisitions.

Non-financial assets, other than goodwill, that have been impaired in the past are reviewed for possible reversal of impairment at each reporting date.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS: ASSUMPTIONS RELATED TO IMPAIRMENT TESTING

Impairment testing is forward-looking and requires management to make certain assumptions, as explained below.

The recoverable amounts of cash-generating units are determined by value in use calculations. These calculations are based on estimated discounted future cash flows in local currency from most recent, long-term forecast, and / or long-term assumptions approved by management. Cash flows cover an explicit forecast period of six years. The explicit forecast period is longer than five years as significant assets used by the business, such as power plants, have useful lives exceeding 20 years. Cash flow projections beyond the explicit forecast period are estimated by extrapolating projections using a steady or declining growth rate.

The period covered by cash flows is related to the useful lives of the assets being reviewed for impairment. The growth rate used to extrapolate the cash flow projections until the end of assets' useful lives is in line with the assumed inflation, taking into consideration market outlook forecast. Cash flows arising from future investments, such as new plants, are excluded; unless projects have been started, in which case the cash outflow needed to complete the started projects is included. In Russia, the generation capacity built after 2007 under the Russian Government's Capacity Supply Agreements receives guaranteed capacity payments for a period of 10 years after commissioning.

The discount rates reflect current assessments of the time value of money and relevant market risk premiums specific to each cash generating unit, reflecting risks and uncertainties for which the future cashflow estimates have not been adjusted.

Preparation of these cash flow estimates requires management to make assumptions relating to future expectations. Assumptions vary depending on the business the tested assets are in. Approved actions towards Fortum’s climate targets are reflected in the assumptions used in the impairment testing.

Key assumptions used in impairment testing are presented below, as well as the basis for determining the value of each assumption. Assumptions are based on internal and external data that are consistent with observable market information, when applicable.

Key assumptions

Basis for determining the value for key assumptions

Power market development, recycling and waste solutions market development

Historical analysis and prospective forecasting

Regulation framework

Current market setup and prospective forecasting (e.g. CSA mechanism in Russia)

Utilisation of power plants and treatment facilities

Past experience, technical assessment and forecasted market development

Forecasted maintenance investments

Past experience, technical assessment and planned maintenance work

Discount rate

Mostly market-based information

Annual impairment testing

Annual impairment testing was performed as at 31 December 2021. The table below presents long-term pre-tax discount rates used in impairment testing by cash generating units:

Discount rate %

2021

2020

Consumer Solutions 1)

4.5-5.6

5.1-6.3

City Solutions 1)

4.8

4.8

Russia

11.7

11.8

Uniper 1)

4.6-11.7

n/a

1)Discount rate depends on location and type of business.

At 31 December 2021, the recoverable values were greater than their carrying values and therefore no impairments were booked.

The Group has considered the sensitivity of key assumptions as part of the impairment testing. When doing this, any consequential effect of the change on the other variables has also been considered. The calculations are most sensitive to changes in estimated future EBITDA levels, and changes in discount rate. Management estimates that no reasonably possible change in the discount rate used, or in future earnings would cause the carrying amount to exceed its recoverable amount in any group of cash generating units.

99

20 Other non-current assets

EUR million

2021

2020

Other investments

254

224

Interest-free receivables

316

255

BS Total

570

479

Other investments mainly include certain subsidiaries that are not included in the consolidated financial statements on materiality grounds, accounted for outside the scope of IFRS 9 and measured at cost (see } Note 40 Group companies by segment); as well as shares in unlisted companies.

Interest-free receivables mainly include prepaid expenses.

21 Interest-bearing receivables

EUR million

2021

2020

Interest-bearing receivables

2,971

2,804

Finance lease receivables

136

196

Total

3,107

3,000

2021

2020

EUR million

Carrying
amount

Fair
value

Carrying
amount

Fair
value

Long-term loan receivables from associates and joint ventures

1,138

1,185

1,113

1,161

Non-current securities

111

111

98

98

Other long-term interest-bearing receivables

1,024

1,024

1,010

1,010

Total long-term interest-bearing receivables

2,273

2,320

2,221

2,270

Collateral arrangement securities

549

549

432

432

Other short-term interest-bearing receivables

149

149

151

151

Total short-term interest-bearing receivables

698

698

582

582

Total

2,971

3,018

2,804

2,852

Long-term interest-bearing receivables include receivables from associated companies and joint ventures of EUR 1,138 million (2020: 1,113). These receivables include EUR 955 million from Swedish nuclear companies, Forsmarks Kraftgrupp AB and Ringhals AB (2020: 964), which are mainly funded with shareholder loans, pro-rata to each shareholder’s ownership.

22 Inventories

ACCOUNTING POLICIES

Inventories are stated at the lower of cost and net realisable value being the estimated selling price for the end product, less applicable variable selling expenses and other production costs. Cost is generally determined using the weighted average cost method.

Inventories which are acquired for the purpose of buying and selling commodities in the near future, generating profit from the fluctuation in market price, are stated at fair value less cost to sell.

EMISSION ALLOWANCES

In 2021, CO2 emission allowances were reclassified from Other intangible assets to Inventories in order to better reflect the nature of these assets.

Inventories include CO2 emission allowances for covering emissions caused by power and heat production. CO2 emission allowances received free of charge are accounted at nominal value. Purchases of CO2 emissions allowances meeting the IFRS 9 “own use”-criteria, are accounted for at contracted purchase price. Purchases of CO2 emission allowances, which have failed to meet the “own use” –criteria, and are thus accounted for as derivatives, are recognised at market price applicable at the time of delivery.

CO2 emission costs are settled by returning the emission allowances. The obligation for CO2 emission costs is presented in Other payables, see } Note 33 Trade and other payables. To the extent that the Group already holds allowances to cover the emission costs, the obligation is measured at the carrying amount of those allowances. Any shortfall of allowances needed to cover the settlement obligation is valued at the current market value of allowances.

The emission cost is recognised in the consolidated income statement within materials and services.

EUR million

2021

2020

Raw materials and supplies

703

671

Goods purchased for resale

1,247

583

Emission rights and green certificates 1)

168

540

Other

156

141

BS Total

2,275

1,936

1)In 2021, CO2 emission allowances were reclassified from Intangible assets to Inventories. Comparatives have been reclassified accordingly.

Raw materials and supplies mainly consist of fuels consumed in the production process, or in the rendering of services; and include, in particular, coal, uranium and nuclear fuel rods. Goods purchased for resale include gas and coal inventories. Other mainly consists of work in progress and finished goods.

Inventories stated at fair value less costs to sell total EUR 74 million (2020: 45).

100

23 Trade and other receivables

ACCOUNTING POLICIES

Trade receivables include revenue based on an estimate of electricity, gas, heat and cooling already delivered but not yet measured and not yet invoiced.

Impairment losses for trade receivables are calculated according to the expected credit loss (ECL) model. Loss allowances on trade receivables are measured at an amount equal to lifetime expected credit losses.

An allowance is made on the balance sheet for the expected future credit losses and remains on the balance sheet until it is written off as a credit loss or reversed. Allowances may remain on the balance sheet for several years pending the outcome of collection processes and court proceedings. Write-off policies differ by country depending on local legislation and assessment of recovery possibilities. For large trade receivables, ECL is calculated for the individual customer based on the estimated probability of default and expected recovery rate for the customer. These estimates are derived from available market data when possible, or based on the customer’s rating. Adjustments are made if there are indications of decreased creditworthiness, e.g. based on payment behaviour. ECL for trade receivables from small customers are calculated on portfolio basis by country and business segment. The credit loss allowances are based on historical analysis of losses when possible, or on average default rates for customers based on externally available information. These rates are adjusted if there are any forward-looking indicators showing changes in expected credit losses. Trade receivables overdue more than 180 days are generally considered to be credit-impaired and allowances are made for the full amount, adjusted for expected recovery rates.

EUR million

2021

2020

Trade receivables

12,916

7,115

Other

1,940

1,790

BS Total

14,856

8,906

Other category includes other operating assets, accrued income and prepaid expenses.

Trade receivables

Ageing analysis of trade receivables

2021

2020

EUR million

Gross

Expected
credit
loss
allowance

Expected
credit
loss rate,
%

Gross

Expected
credit
loss
allowance

Expected
credit
loss rate,
%

Not past due

12,662

14

0

6,988

6

0

Past due 1-30 days

192

5

2

60

3

4

Past due 31-90 days

22

9

42

21

7

31

Past due 91-180 days

34

16

48

18

4

20

Past due more than 181 days

204

154

75

206

159

77

Total

13,114

198

2

7,293

178

2

Changes in expected credit loss allowance

EUR million

2021

2020

1 January

178

99

Expected credit loss allowance recognised during the year

43

17

Write-offs

-25

-51

Acquisition of subsidiary companies

-

127

Translation differences and other changes

3

-14

31 December

198

178

The majority of impaired trade receivables relate to the Russia and Uniper segments.

Trade receivables by currency (Gross)

EUR million

2021

2020

EUR

9,966

5,867

USD

1,196

377

GBP

795

433

NOK

353

86

SEK

346

126

RUB

295

274

PLN

143

102

Other

20

28

Total

13,114

7,293

Trade receivables are arising from a large number of customers mainly in EUR, USD, GBP and NOK mitigating the concentration of risk.

For further information regarding credit risk management and credit risks, see } Counterparty and credit risks in the Operating and financial review and } Note 4.4 Credit risk.

101

24 Liquid funds

ACCOUNTING POLICIES

Cash and cash equivalents in Liquid funds include cash in hand, deposits held at call with banks and other short-term, highly liquid investments with original maturities of three months or less. Cash and cash equivalents, deposits and commercial papers are measured at amortised cost. Fixed-term securities are measured at fair value through profit or loss.

Drawn amount of bank overdrafts are shown within borrowings in current liabilities on the balance sheet. Trading-related cash collaterals are included in margin receivables and otherwise restricted cash is treated as short-term interest-bearing receivables.

EUR million

2021

2020

Cash at bank and in hand

3,858

834

Deposits and securities with maturity under 3 months

3,687

1,063

Cash and cash equivalents

7,545

1,898

Deposits and commercial papers with maturity more than 3 months

-

363

Securities, fixed-term with maturity more than 3 months

47

46

Deposits and securities, maturity over 3 months but less than 12 months

47

410

BS Total

7,592

2,308

At the end of the reporting period, the Group’s liquid funds totalled EUR 7,592 million (2020: 2,308). Liquid funds include EUR 2,966 million (2020: 289) held by the Uniper segment. Russian subsidiaries held EUR 300 million (2020: 244) of liquid funds in the form of cash and bank deposits.

Liquid funds totalling EUR 7,342 million (2020: 2,107) are placed with counterparties that have an investment grade credit rating.

At the end of the reporting period, Fortum had undrawn committed credit facilities amounting to EUR 400 million. The undrawn facilities consisted of EUR 300 million of the total new EUR 800 million bilateral revolving credit facility maturing in December 2022 with borrower's one-year extension option and EUR 100 million committed overdraft limits that are valid until further notice.

The EUR 1,750 million revolving credit facility with maturity in June 2023 and Uniper’s revolving credit facility of EUR 1,800 million with maturity in September 2025 were both totally drawn in December 2021.

For further information regarding credit risk management and credit risks, see } Note 4.4 Credit risk.

25 Share capital

2021

2020

Number of registered shares 1 January and 31 December

888,294,465

888,294,465

Share capital, EUR million, 1 January and 31 December

3,046

3,046

Fortum Corporation has one class of shares. By the end of 2021, a total of 888,294,465 shares had been issued. Each share entitles the holder to one vote at the Annual General Meeting. All shares entitle holders to an equal dividend. At the end of 2021 Fortum Corporation’s share capital, paid in its entirety and entered in the trade register, was EUR 3,046,185,953.00.

Fortum Corporation’s shares are listed on Nasdaq Helsinki. The trading code is FORTUM. Fortum Corporation’s shares are in the Finnish book entry system maintained by Euroclear Finland Ltd.

Details on the President and CEO and other members of the Fortum Executive Management Team’s shareholdings and interest in the equity incentive schemes is presented in } Note 10 Employee benefits and Board remuneration.

25.1 Authorisations from the Annual General Meeting 2021

In 2021, the Annual General Meeting decided to authorise the Board of Directors to decide on the repurchase and disposal of the company’s own shares up to a maximum number of 20,000,000 shares, which corresponds to approximately 2.25% of all the shares in the company. These authorisations are effective until the next Annual General Meeting and, in any event, for a period no longer than 18 months. These authorisations had not been used as per 2 March 2022.

25.2 Convertible bond loans and bonds with warrants

Fortum Corporation has not issued any convertible bonds or bonds with attached warrants, which would entitle the bearer to subscribe for Fortum shares. The Board of Directors of Fortum Corporation has no unused authorisations from the General Meeting of shareholders to issue convertible bond loans or bonds with warrants or increase the company’s share capital.

102

26 Non-controlling interests

Principal non-controlling interests

EUR million

2021

2020

Uniper, Germany

1,318

2,430

Fortum Oslo Varme AS Group, Norway

150

147

Other

66

48

BS Total

1,534

2,624

Uniper

Uniper

EUR million

2021

2020 1)

Sales

105,992

44,154

Loss/profit for the period

-4,122

4

Dividends paid to non-controlling interests

-157

-139

Total cash flows

2,663

-1,032

Current assets

91,093

18,414

Current liabilities

95,331

17,781

Current net liabilities/assets

-4,238

633

Non-current assets

27,683

11,729

Non-current liabilities

25,782

10,729

Non-current net assets

1,901

1,000

Net liabilities/assets

-2,337

1,633

of which attributable to non-controlling interests

1,318

2,430

Ownership interests held by non-controlling interests (%)

22

24

1)Uniper’s income statement and cash flow information are included from 1 April 2020.

27 Interest-bearing liabilities

Financial net debt and adjusted net debt

EUR million

2021

2020

+ Interest-bearing liabilities

17,220

10,662

- BS Liquid funds

7,592

2,308

- Non-current securities

111

98

- Collateral arrangement securities

549

432

- Securities in interest-bearing receivables

660

530

- BS Margin receivables

9,163

1,132

+ BS Margin liabilities

985

331

+/- Net margin liabilities/receivables

-8,179

-801

Financial net debt

789

7,023

+ BS Pension obligations

1,190

1,520

+ Other asset retirement obligations

872

821

- BS Share of Finnish and Swedish Nuclear Waste Funds

3,515

3,445

+ BS Nuclear provisions

3,891

3,866

+ Nuclear provisions net of assets in Nuclear Waste Funds

375

421

+ Total provisions net of assets in Nuclear Waste Funds

2,438

2,762

Adjusted net debt

3,227

9,784

Financial net debt decreased during the year by EUR 6,234 million from EUR 7,023 million to EUR 789 million in December 2021. Liquid funds increased by EUR 5,284 million from EUR 2,308 million to EUR 7,592 million in December 2021. The higher commodity prices lead to higher margin requirements and the net margin receivables therefore increased by EUR 7,378 million from EUR 801 million to EUR 8,179 million in December 2021. Interest-bearing liabilities increased by EUR 6,558 million from EUR 10,662 million to EUR 17,220 million in December 2021.

Fortum has a collateral arrangement to release cash from the Nordic Power Exchange. This arrangement is presented with equal amounts, EUR 549 million (2020: 432), as a short-term interest-bearing liability and an interest-bearing receivable.

103

Underfunded pension obligations and asset retirement obligations, net of share in nuclear waste funds, are included in adjusted net debt.

Interest-bearing liabilities

EUR million

2021

2020

Non-current loans

7,756

7,891

Current loans

8,389

1,716

Total loans

16,144

9,607

Non-current lease liabilities

945

894

Current lease liabilities

130

161

Total lease liabilities

1,075

1,055

Total

17,220

10,662

EUR million

2021

2020

Bonds

2,706

3,758

Loans from financial institutions

3,715

2,556

Reborrowing from the Finnish State Nuclear Waste Management Fund

916

1,145

Lease liabilities

945

894

Other long-term interest-bearing liabilities

419

433

BS Total long-term interest-bearing liabilities

8,701

8,785

Current portion of long-term bonds

999

500

Current portion of loans from financial institutions

468

20

Current portion of other long-term interest-bearing liabilities

264

14

Commercial paper liabilities

3,129

260

Current portion of lease liabilities

130

161

Collateral arrangement liability

549

432

Other short-term interest-bearing liabilities

2,980

490

BS Total short-term interest-bearing liabilities

8,519

1,877

Total

17,220

10,662

Loans

Repricing

EUR million

Effective
interest
rate, %

Carrying
amount
2021

Under
1 year

1-5
years

Over
5 years

Fair
value
2021

Carrying
amount
2020

Fair
value
2020

Bonds

1.9

3,705

1,107

1,752

846

3,919

4,258

4,521

Loans from financial institutions

0.6

4,183

3,553

630

-

4,222

2,576

2,638

Reborrowing from the Finnish State Nuclear Waste Management Fund

0.5

1,165

1,165

-

-

1,213

1,145

1,210

Other long-term loans

2.6

433

221

-

212

463

447

488

Total long-term loans 1)

1.2

9,487

6,047

2,382

1,058

9,817

8,425

8,857

Collateral arrangement liability

0.8

549

549

-

-

549

432

432

Commercial paper liabilities

0.2

3,129

3,129

-

-

3,129

260

260

Other short-term loans

0.4

2,980

2,980

-

-

2,980

490

490

Total short-term loans

0.3

6,658

6,658

-

-

6,658

1,182

1,182

Total 2)

0.8

16,144

12,704

2,382

1,058

16,475

9,607

10,039

1)Includes current portion of long-term loans of EUR 1,731 million (2020: 534).

2)The average interest rate on loans and derivatives was 1.3% (2020: 1.5%).

The interest-bearing liabilities increased in 2021 by EUR 6,558 million to EUR 17,220 million (2020: 10,662). The amount of short-term loans increased by EUR 5,476 million, and at the end of the year the amount of short-term financing was EUR 6,658 million (2020: 1,182). The increase is mainly due to the use of commercial paper programmes, which increased by EUR 2,869 million to EUR 3,129 million on 31 December 2021.

In May 2021 Fortum repaid a maturing bond of EUR 500 million.

In December 2021 Fortum signed new bilateral financing agreements to further strengthen the liquidity position.

104

These agreements consisted of a EUR 400 million bank loan maturing in September 2024, a EUR 500 million bank loan (maturing in June 2023 with extension option of eight months) and a revolving credit facility of EUR 800 million (maturing in December 2022 with extension option of one year), of which EUR 500 million was drawn as of 31 December 2021. Additionally, Fortum withdrew the core revolving credit facility EUR 1,750 million in December 2021.

In December 2021 Uniper extended the existing EUR 400 million bank loan, maturing in September 2022, to mature in March 2023 and signed a new EUR 150 million bank loan with maturity in January 2024. Additionally, Uniper withdrew a revolving credit facility EUR 1,800 million in December 2021.

Current portion of long-term loans, EUR 1,731 million, consist of EUR 1,000 million bond maturing in September 2022, EUR 450 million term loan and EUR 281 million other loans. The EUR 450 million term loan is part of the EUR 2,000 million loan originally maturing in October 2022 of which EUR 1,550 million was prepaid in December 2021.

The average interest rate for the portfolio of EUR loans was 0.6% at the balance sheet date (2020: 0.9%). The average interest rate on total loans and derivatives was 1.3% at the balance sheet date (2020: 1.5%). Part of the external loans, EUR 925 million (2020: 634), have been swapped to RUB and the average interest cost for these loans, including cost for hedging the RUB, was 8.3% at the balance sheet date (2020: 6.2%).

For more information, see } Note 4 Financial risk management } Note 34 Leases and } Note 36 Pledged assets and contingent liabilities.

105

Reconciliation of interest-bearing liabilities

Non-cash changes

EUR million

1 Jan 2021

Divestment of subsidiary companies

Cash flow from financing activities 1)

Non-cash collateral arrangement

Valuation differences/
Change in consolidation

Lease liabilities

31 Dec 2021

Bonds

4,258

-500

-52

3,705

Reborrowing from the Finnish State Nuclear Waste Management Fund

1,145

21

1,165

Financial and other interest-bearing liabilities

4,204

-202

7,120

117

35

11,274

Lease liabilities

1,055

-152

173

1,075

Total

10,662

-202

6,488

117

-17

173

17,220

Non-cash changes

EUR million

1 Jan 2020

Acquisition of subsidiary companies

Cash flow from financing activities 1)

Non-cash collateral arrangement

Valuation differences/
Change in consolidation

Lease liabilities

31 Dec 2020

Bonds

4,251

7

4,258

Reborrowing from the Finnish State Nuclear Waste Management Fund

1,185

-40

1,145

Financial and other interest-bearing liabilities

1,144

557

2,414

151

-61

4,204

Lease liabilities

108

1,018

-105

-5

38

1,055

Total

6,688

1,575

2,269

151

-60

38

10,662

1)Repayments and borrowings.

Bond issues

Issued/Maturity

Interest
basis

Interest
rate, %

Effective
interest, %

Currency

Nominal
value
million

Carrying
amount
EUR
million

Fortum Corporation EUR 8,000 million EMTN Programme 1)

2012/2022

Fixed

2.250

2.344

EUR

1,000

1,010

2019/2023

Fixed

0.875

0.996

EUR

1,000

998

2019/2026

Fixed

1.625

1.638

EUR

750

754

2019/2029

Fixed

2.125

2.247

EUR

750

749

2013/2023

Floating

Stibor 3M+1.13

SEK

1,000

98

2013/2043

Fixed

3.500

3.719

EUR

100

97

Total outstanding carrying amount 31 December 2021

3,705

1)EMTN = Euro Medium Term Note

106

28 Income taxes on the balance sheet

ACCOUNTING POLICIES

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated income statement, because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is provided in full, using the balance sheet approach on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the closing date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax assets are set off against deferred tax liabilities if they relate to income taxes levied by the same taxation authority.

Deferred tax is provided on temporary differences arising from investments in subsidiaries, associates and joint ventures, except where the timing of the reversal of the temporary difference is controlled by the Group, and it is probable that the temporary difference will not be reversed in the foreseeable future.

The Group recognises liabilities for anticipated tax dispute issues based on estimates of whether additional taxes will be due. No provision will be recognised in the financial statements if Fortum considers the claims unjustifiable. Therefore, if taxes regarding ongoing tax disputes have to be paid before final court decisions, they are booked as a receivable. Where the final outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS: ASSUMPTIONS AND ESTIMATES REGARDING FUTURE TAX CONSEQUENCES

Fortum has deferred tax assets and liabilities which are expected to be realised through the income statement over the extended periods of time in the future. In calculating the deferred tax items, Fortum is required to make certain assumptions and estimates regarding the future tax consequences attributable to differences between the carrying amounts of assets and liabilities as recorded in the financial statements and their tax basis.

Assumptions made include the expectation that future operating performance for subsidiaries will be consistent with historical levels of operating results, recoverability periods for tax loss carry-forwards will not change, and that existing tax laws and rates will remain unchanged into foreseeable future. Fortum believes that it has prudent assumptions in developing its deferred tax balances.

Fortum continually evaluates the probability of utilising deferred tax assets and considers various factors that, in addition to the actual and planned earnings of the past, take into account medium-term and long-term planning. The basis for recognising deferred tax assets is an estimate by management of the extent to which it is probable that there will be sufficient taxable profit in the foreseeable future against which the unused tax losses, tax credits and deductible temporary differences can be offset.

Assumptions and estimates regarding main uncertain tax positions are supported by external legal counsel or expert opinion.

If the actual final outcome (regarding tax disputes) would differ negatively from management’s estimates with 10%, the Group would need to increase the income tax liability by EUR 11 million at 31 December 2021.

28.1 Deferred taxes on the balance sheet

2021

2020

EUR million

1 Jan

Change

31 Dec

1 Jan

Change

31 Dec

BS Deferred tax assets

1,089

1,060

2,149

77

1,013

1,089

BS Deferred tax liabilities

-952

125

-827

-865

-87

-952

Net deferred taxes

138

1,184

1,321

-788

926

138

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.

107

Movement in deferred tax assets and liabilities 2021

EUR million

Intangible assets

Property, plant and equipment and
right-of-use assets

Pension obligations

Provisions

Derivative financial instruments

Tax losses and tax credits carry-forward

Other

Net deferred taxes

1 January 2021

-241

-1,228

542

1,273

-63

168

-312

138

Charged to income statement

44

-282

-156

395

1,258

-23

-161

1,076

Charged to other comprehensive income

-

-

-98

-

269

-

0

171

Exchange rate differences, reclassifications and other changes

-2

-44

-20

-10

11

1

0

-63

Acquisitions and disposals

0

2

-

0

0

0

-3

-1

31 December 2021

-200

-1,551

268

1,658

1,476

146

-476

1,321

Movement in deferred tax assets and liabilities 2020

EUR million

Intangible assets

Property, plant and equipment and
right-of-use assets

Pension obligations

Provisions

Derivative financial instruments

Tax losses and tax credits carry-forward

Other

Net deferred taxes

1 January 2020

-104

-823

25

-17

33

63

36

-788

Charged to income statement

-10

-123

-8

-141

197

25

-84

-144

Charged to other comprehensive income

-

-3

135

-

27

-

-1

158

Exchange rate differences, reclassifications and other changes

6

122

238

177

3

12

-281

277

Acquisitions and disposals 1)

-133

-447

159

1,254

-323

73

28

611

Transfer to assets held for sale

-

46

-7

-

-

-5

-10

24

31 December 2020

-241

-1,228

542

1,273

-63

168

-312

138

1)Acquisition and disposals included EUR 579 million from the acquisition of Uniper at 31 March 2020. See } Note 3 Acquisition, disposals and assets held for sale.

Historically, Fortum had significant deferred tax liabilities owing to its investments in non-current assets that are depreciated faster for tax than for accounting purposes. Through the acquisition of Uniper, Fortum now has significant deferred tax assets related to provisions and derivative financial instruments. Deferred tax assets on derivative financial instruments increased during 2021 due to decrease in the net fair value of the unrealised commodity derivatives caused by high commodity market prices.

108

Expiry of tax losses carried forward and recognised deferred tax assets

2021

2020

EUR million

Tax
losses

Deferred
tax
asset

Tax
losses

Deferred
tax
asset

Tax losses carried forward without expiration date 1)

675

132

789

137

Tax losses carried forward with expiration date

58

8

166

31

Total

733

139

955

168

1) Majority relates to Germany, United Kingdom and Sweden.

Deferred tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax benefit through future profits is probable.

Amount of temporary differences, tax losses carried forward and tax credits for which no deferred tax asset was recognised due to uncertainty of utilisation:

EUR million

2021

2020

Temporary differences 1)

4,910

2,437

Tax losses carried forward 2)

463

468

Tax credits

3

4

Total

5,376

2,909

1)Majority relates to Germany.

2)Majority relates to Uniper segment, and do not expire.

Deferred tax liabilities were not recognised on temporary differences of EUR 164 million (2020: 374) for investments in subsidiaries, branches, and associates and joint ventures to the extent that Fortum can control the reversal effect, and it is probable that temporary differences will not be reversed in the foreseeable future.

28.2 Income tax receivables

EUR million

2021

2020

Belgium

113

113

Other

48

43

BS Total

161

156

Income tax receivable in Belgium relates to income tax assessments for the years 2008–2012. Additional taxes of EUR 113 million were paid and, based on a supporting legal opinion, booked as an income tax receivable. See } Note 37 Legal actions and official proceedings.

Other income tax receivables reflect corporate income taxes paid mainly in relation to the financial year, as well as payments according to received tax audit assessments in relation to previous years.

29 Nuclear-related assets and liabilities

ACCOUNTING POLICIES

Fortum owns Loviisa nuclear power plant in Finland, and through the acquisition of Uniper, OKG Aktiebolag (OKG) and Barsebäck Kraft AB (Barsebäck) nuclear power companies in Sweden. Fortum and Uniper are co-owners in the Swedish nuclear company OKG AB. In Fortum's consolidated balance sheet, Shares in Nuclear Waste Funds and the Nuclear provisions relate to Loviisa, OKG and Barsebäck nuclear power plants. Fortum's nuclear-related provisions and the related part of the Nuclear Waste Funds are both presented separately on the balance sheet.

Fortum’s shares in the Nuclear Waste Funds are accounted for according to IFRIC 5, Rights to interests arising from decommissioning, restoration and environmental rehabilitation funds which states that the fund assets are measured at the lower of fair value or the value of the related liabilities since Fortum does not have control or joint control over the Nuclear Waste Funds. The Nuclear Waste Funds are managed by governmental authorities. The related provisions are the provision for decommissioning and the provision for disposal of spent fuel.

The fair values of the provisions are calculated according to IAS 37 by discounting the separate future cash flows, which are based on estimated future costs and actions already taken. The initial net present value of the provision for decommissioning (at the time of commissioning the nuclear power plant) has been included in the investment cost and is depreciated over the estimated operating time of the nuclear power plant. Changes in the technical plans etc., which have an impact on the future cash flow of the estimated costs for decommissioning, are accounted for by discounting the additional costs to the current point in time. The increased asset retirement cost due to the increased provision for decommissioning is added to property, plant and equipment and depreciated over the remaining estimated operating time of the nuclear power plant. For power plant units taken from use the increase is recognised immediately in the income statement.

The provision for spent fuel covers the future disposal costs for fuel used until the end of the accounting period. Costs for disposal of spent fuel are expensed during the operating time based on fuel usage. The impact of the possible changes in the estimated future cash flow for related costs is recognised immediately in the income statement based on the accumulated amount of fuel used until the end of the accounting period. The related interest costs due to unwinding of the provision is recognised in other financial items - net.

The interest income and possible fair valuation effects on the Nuclear Waste Funds assets are presented in other financial items - net.

Fortum's actual share of the Nuclear Waste Funds can be higher than the carrying value of the Fund in the balance sheet. The legal nuclear liability should be fully covered by payments and guarantees to the Nuclear Waste Fund in Finland. The same applies in Sweden for the nuclear power plants that are taken out of operation. For Swedish nuclear power plants in operation the nuclear liability should be fully covered at the end of the plants operating lifetimes. The difference between the legal liability and provisions can be material per power plant, as the legal liability in Finland is not discounted while the provisions are and in Sweden the legal liability is based on different assumptions than the provisions.

The annual fees to the Fund are based on changes in the legal liability, the return generated in the Nuclear Waste Fund and incurred costs of taken actions.

Fortum also has minority interests in nuclear power companies, including Teollisuuden Voima Oyj (TVO) in Finland and Forsmarks Kraftgrupp AB (Forsmark) in Sweden. The minority shareholdings are classified as associated companies and joint ventures and are consolidated with equity method. Both the Finnish and the Swedish companies are non-profit making, i.e. electricity production is invoiced to the owners at cost according to local GAAP. Accounting

109

policies of the associates regarding nuclear-related assets and liabilities have been changed where necessary to ensure consistency with the policies adopted by the Group.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS: ASSUMPTIONS MADE WHEN ESTIMATING PROVISIONS RELATED TO NUCLEAR PRODUCTION

The provision for future obligations for nuclear waste management including decommissioning of Fortum's nuclear power plants and related spent fuel is based on long-term cash flow forecasts of estimated future costs. The main assumptions are technical plans, timing, cost estimates and discount rate. The technical plans, timing and cost estimates are approved by governmental authorities.

Any changes in the assumed discount rate would affect the provision. If the discount rate used would be lowered, the provision would increase. For the power plants where the actual Share of the Nuclear Waste Fund is higher than the provision an increase in provisions would be offset by an increase in the recorded share of Fortum's part of the Nuclear Waste Funds on the balance sheet. The total effect on the income statement would be positive since the decommissioning part of the provision is treated as an asset retirement obligation. This situation will prevail as long as the actual Share of the Nuclear Waste Fund is higher than recognised in the balance sheet and IFRS is limiting the carrying value of the assets to the amount of the provision since Fortum does not have control or joint control over the fund.

Based on Finnish and Swedish laws, Fortum has legal obligations to fully fund the legal liabilities decided by the governmental authorities, for decommissioning of the power plants and disposal of spent fuel through the Nuclear Waste Funds.

Both in Finland and in Sweden nuclear operators are legally obligated for the decommissioning of the plants and the disposal of spent fuel (nuclear waste management). In both countries the nuclear operators are obligated to secure the funding of nuclear waste management by paying to government operated nuclear waste funds. The nuclear operators also have to give securities to guarantee that sufficient funds exist to cover future expenses of decommissioning of the power plant and the disposal of spent fuel.

29.1 Nuclear-related assets and liabilities for consolidated nuclear power plants

EUR million

2021

2020

Carrying values on the balance sheet

BS Nuclear provisions

3,891

3,866

BS Fortum's share of the Nuclear Waste Funds

3,515

3,445

Fortum's share of the fair value of the net assets in the Nuclear Waste Funds in Finland and Sweden

3,924

3,886

Share of fund not recognised on the balance sheet

408

441

Nuclear provision and fund accounted according to IFRS

Nuclear provisions include the provision for decommissioning and the provision for disposal of spent fuel. The carrying value of the nuclear provisions, calculated according to IAS 37, increased by EUR 25 million compared to 31 December 2020, totalling EUR 3,891 million at 31 December 2021.

Fortum's share of the Nuclear Waste Funds are from an IFRS perspective overfunded by EUR 408 million, since Fortum's share of the Funds on 31 December 2021 was EUR 3,924 million and the carrying value on the balance sheet was EUR 3,515 million. The Fund on Fortum's balance sheet can at maximum be equal to the amount of the provisions according to IFRS. As long as the Fund is overfunded from an IFRS perspective, the other financial items - net, is adjusted positively if the provisions increase more than the Fund, and negatively if the provision decreases below the actual value of the fund.

Legal liability for Loviisa nuclear power plant

The legal liability on 31 December 2021, decided by the Ministry of Economic Affairs and Employment in December 2021, was EUR 1,148 million.

The legal liability is based on a cost estimate, which is updated every year; and a technical plan, which is updated every three years. The legal liability is determined by assuming that the decommissioning would start at the beginning of the year following the assessment year and discounting is not applied in determining the amount.

Fortum’s share in the Finnish Nuclear Waste Fund

According to Nuclear Energy Act, Fortum is obligated to contribute funds in full to the State Nuclear Waste Management Fund to cover the legal liability. Fortum contributes funds to the Finnish State Nuclear Waste Management Fund based on the yearly funding obligation target decided by the governmental authorities in connection with the decision of size of the legal liability. The current funding obligation target decided in December 2021 is EUR 1,148 million.

110

Nuclear provisions

EUR million

2021

2020

1 January

3,866

813

Increase in provisions

211

476

Acquisition of subsidiary companies

-

2,412

Provision used

-189

-155

Unwinding of discount

65

62

Exchange rate differences

-62

258

BS 31 December

3,891

3,866

BS Fortum's share in the Nuclear Waste Funds

3,515

3,445

Borrowing from the State Nuclear Waste Management Fund

Participants in the Finnish State Nuclear Waste Management Fund are allowed to borrow from the fund according to certain rules. Fortum uses the right to borrow back and has pledged shares in Kemijoki Oy as security for the loans. The loans are renewed yearly. See } Note 27 Interest-bearing liabilities and } Note 36 Pledged assets and contingent liabilities.

OKG and Barsebäck nuclear power plants in Sweden

In Sweden, Svensk Kärnbränslehantering AB (SKB), a company owned by the nuclear operators, takes care of all nuclear waste management related activities on behalf of nuclear operators. SKB receives its funding from the Swedish Nuclear Waste Fund, which in turn is financed by the nuclear operators.

Nuclear waste fees and guarantees are normally updated every three years by governmental decision after a proposal from the Swedish Radiation Safety Authority (SSM). From September 2018, the proposal is prepared by the National Debt Office. The proposal is based on cost estimates done by SKB and the license holders. An updated technical plan for nuclear waste management was decided by SKB in September 2019 and was handed in to SSM in the end of 2019. In December 2020 the Swedish government decided the waste fees and guarantees for 2021 only. Nuclear waste fees paid by licensees with a unit/units that are still in operation are currently based on future costs with the assumed lifetime of 50 years for each unit of a nuclear power plant. The fee is calculated in relation to the energy delivered and set as an amount of öre (1 öre = SEK 0,01) per kWh delivered. For Barsebäck, which have no units in operation, the fee is determined as a fixed fee in SEK per year.

29.2 Nuclear power plants in associated companies and joint ventures

Forsmark and TVO are non-profit making companies, i.e. electricity production is invoiced to the owners at cost. Invoiced cost is accounted for according to local GAAP. In addition to the invoiced electricity production cost, Fortum makes IFRS adjustments to comply with Fortum's accounting principles. These adjustments include also Fortum's share of the companies' nuclear waste funds and nuclear provisions.

The tables below present the 100% figures relating to nuclear funds and provisions for the companies as well as Fortum's net share.

Nuclear-related assets and liabilities relating to associated companies (100%)

EUR million

2021

2020

Carrying values with Fortum assumptions 1)

Nuclear provisions

4,347

3,674

Share of the State Nuclear Waste Management Fund

3,556

3,406

of which Fortum's net share consolidated with equity method

-215

-59

Fortum's share of the fair value of the net assets in the Nuclear Waste Funds

1,150

880

Receivables from the waste fund that are overfunded (underfunded) from an IFRS perspective

-

14

TVO's share of the fund not recognised in the balance sheet

-

73

1)Accounted for according to Fortum's accounting principles.

TVO's legal liability, provision and share of the fund are based on the same principles as described above for Loviisa nuclear power plant.

Participants in the Finnish State Nuclear Waste Management Fund are allowed to borrow from the fund according to certain rules. Fortum is using the right to reborrow funds through TVO based on its ownership. See more information in } Note 27 Interest-bearing liabilities.

Forsmark’s provision and share of the fund are based on same principles as described above for OKG and Barsebäck nuclear power plants.

Status of TVO’s Olkiluoto 3 project

In Finland, Fortum is participating in the country's fifth nuclear power plant unit, Olkiluoto 3 (OL3), through the shareholding in Teollisuuden Voima Oyj (TVO) with an approximately 25% share representing some 400 MW in capacity. Olkiluoto 3 (OL3), currently under test production phase, was procured as a fixed-price turnkey project from a consortium (Plant Supplier) formed by Areva GmbH, Areva NP SAS and Siemens AG. As stipulated in the plant contract, the consortium companies have joint and several liability for the contractual obligations.

In March 2018, TVO signed a comprehensive settlement agreement with the plant supplier consortium companies Areva NP, Areva GmbH, and Siemens AG as well as with Areva Group parent company Areva SA, a company wholly owned by the French State. The settlement agreement concerned the completion of the OL3 project and related disputes, and it entered into force in late March 2018. The supplier consortium companies committed to ensuring that the funds dedicated to the completion of the OL3 project will be adequate and will cover all applicable guarantee periods, including setting up a trust mechanism funded by Areva companies to secure the financing of the costs of completing the OL3 project. During the period under review, replenishing the trust was finished according to the terms of the 2018 Global Settlement Agreement (GSA), but it was replenished according to the amendment agreement which entered into force in July 2021.

111

TVO and the Areva−Siemens consortium negotiated since summer 2020 on the terms of the OL3 project completion. In addition, the Areva companies were preparing a financial solution which ensure the necessary funding for the companies to complete the OL3 project. The parties reached a consensus in their negotiations regarding the main principles of the OL3 project completion in May 2021, and the agreements regarding the amendments to the OL3 project 2018 Global Settlement Agreement (GSA) were signed in June 2021. Certain conditions had to be fulfilled in order for the agreements to enter into force, and all conditions were fulfilled on 13 July 2021.

Key matters of the agreement were:

The Areva companies’ trust mechanism, established in the GSA of 2018 was replenished in July with EUR 432.3 million
Both parties are to cover their own costs as of July 2021 until end of February 2022.
In the case that the plant supplier consortium companies would not complete the OL3 project until the end of February 2022, they would pay an additional compensation for delays, depending on the date of completion.
In connection with the agreement entering into force, the plant supplier paid EUR 206.9 million of the EUR 400.0 million delay compensation as agreed in the GSA 2018.

The Radiation and Nuclear Safety Authority (STUK) granted a fuel loading permit for the OL3 plant unit in March 2021, and the fuel loading was completed in April 2021. The completion of fuel loading meant that OL3 is now a nuclear power plant in use. On 16 December 2021, STUK granted TVO permission for making the reactor critical and conducting low power tests. The first criticality of OL3 was reached on 21 December 2021. OL3’s electricity production starts in March 2022, once the plant unit has been connected to the national grid. Regular electricity production starts in July 2022.

Nuclear-related guarantees

In addition to nuclear waste fees nuclear power companies provide guarantees for any uncovered liability and unexpected events.

For more information regarding Fortum's guarantees given on behalf of nuclear companies, see } Note 36 Pledged assets and contingent liabilities.

30 Other provisions

ACCOUNTING POLICIES

Provisions are recognised when the Group has a present legal or constructive obligation to a third party as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation at the reporting date using a discount rate that reflects current market assessment of the time value of money. When risk is not covered in the estimated cash flows, the discount rate also includes the risks specific to the obligation.

Increase in the provision due to the passage of time and changes in provisions due to changes in discount rates are recognised as interest expense in the consolidated income statement. Changes in provisions, except for changes in asset retirement obligations, are recognised in the consolidated income statement.

ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations for the decommissioning or dismantling of property, plant and equipment are recognised either when there is a contractual obligation towards a third party or a legal obligation. The obligation is generally based on detailed cost estimates validated by external experts.

The asset retirement obligation is recognised as part of the cost of an item of property, plant and equipment when the asset is put in service. Costs are depreciated over the remainder of the asset's useful life. Changes in asset retirement obligations are recognised in property, plant and equipment on the consolidated balance sheet; unless the item of property, plant and equipment has already been fully depreciated when changes are recognised in the consolidated income statement.

ONEROUS CONTRACT PROVISIONS

An onerous contract provision is recognised for a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. Unavoidable costs is the lower of the excess obligation from the performance under the contract, and any potential penalties or compensation arising in the event of non-performance.

ENVIRONMENTAL PROVISIONS

Environmental provisions are recognised based on the current interpretation of environmental laws and regulations when it is probable that a present obligation has arisen, and the amount of such liability can be reliably estimated. The obligation is generally based on detailed cost estimates validated by external experts.

112

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS: ASSUMPTIONS MADE WHEN ESTIMATING PROVISIONS

Provisions for present obligations require management judgment in determining whether it is probable that an outflow of economic benefits will be required to settle the obligation. Estimation is required in determining the value of the obligation as the amount recognised as a provision is based on the best estimate of unavoidable costs required to settle the obligation at the end of the reporting period. When estimating unavoidable costs, management may be required to consider a range of possible outcomes and their associated probabilities, risks and uncertainties surrounding the events and circumstances, as well as making assumptions of the timing of payment. Estimation is also required in determining the rate used to discount provisions to present value. Changes in estimates of timing or amounts of costs required to settle the obligation may become necessary as time passes and/or more accurate information becomes available.

EUR million

Supplier- and customer-
related

Asset
retirement

Power production-
related

Gas distribution-
related

Environmental
remediation and similar

Personnel-related

Other

Total

1 January 2021

948

821

643

378

261

247

933

4,232

Increase in provisions

2,355

50

15

142

10

216

163

2,950

Provisions used

-159

-6

-1

-107

-16

-72

-80

-441

Unused provisions reversed

-182

-

-

-56

-2

-20

-68

-328

Exchange rate differences and other changes     

-66

9

-

-

-

1

66

10

Unwinding of discounting

-2

-2

-4

-2

-

-4

-1

-14

31 December 2021

2,893

872

653

354

253

368

1,013

6,406

  

BS Of which current provisions

1,836

29

-

-

11

149

274

2,299

BS Of which non-current provisions

1,057

843

653

354

242

219

739

4,108

Provisions for asset retirement obligations consist of obligations for conventional and renewable energy power plants, including the conventional plant components in the nuclear power segment, that are based on legally binding civil agreements and public regulations; as well as provisions for environmental improvements at gas storage facilities. The majority of the provision is estimated to be used within 45 years.

Provisions for supplier- and customer-related obligations include EUR 2.6 billion (2020: 0.5) of onerous contract provisions for procurement of electricity sales contracts for which the own-use exemption under IFRS 9 is applied, and to long-term infrastructure purchase contracts used in the gas storage business. See } Note 35 Capital and other commitments. Additions to supplier-related provisions mainly relate to Uniper segment’s electricity sales contracts for which the own-use exemption under IFRS 9 is applied. The provision increased to account for increased electricity prices and the associated higher purchasing costs. Purchases are, however, hedged using derivative financial instruments whose fair value measurement has offsetting effects recognised in items affecting comparability (see } Note 7 Comparable operating profit and comparable net profit). Future cash outflows from the utilisation of the provision are offset by cash inflows from the hedges.

Power production-related provisions consist mainly of provisions from the hydroelectric power business. The majority of the provision is estimated to be used within 60 years.

Gas distribution-related provisions consist mainly of onerous contract provisions for gas transportation and regasification. The majority of the provision is estimated to be used within 13 years.

Environmental provisions mainly include provisions for redevelopment and water protection measures, the rehabilitation of contaminated sites, and other environmental improvement measures. The majority of the provision is estimated to be used within 22 years.

Personnel-related provisions mainly include provisions for performance-based compensation components, long-service bonus obligations, in-kind obligations, restructuring and other deferred personnel costs. The majority of the provision is estimated to be used within 42 years.

Other provisions include EUR 0.3 billion (2020: 0.3) provisions for risk-related contingencies, as well as a number of individually immaterial items.

For provisions for decommissioning, and provision for disposal of spent fuel for nuclear production, see } Note 29 Nuclear-related assets and liabilities.

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31 Pension obligations

ACCOUNTING POLICIES

The Group companies have various pension schemes in accordance with the local conditions and practices in the countries in which they operate. The schemes are generally funded through various pension vehicles including payments to insurance companies, Group’s pension funds and other separate arrangements. The Group has both defined benefit and defined contribution plans.

For defined benefit plans, pension costs are assessed using the projected unit credit method. The cost of providing pensions is charged to the income statement as to spread the service cost over the service lives of employees. Current and past service cost, as well as gains or losses from settlements are reported under personnel costs. The net interest is reported in financial items.

The defined benefit obligation is calculated annually on the balance sheet date and is measured as the present value of the estimated future cash flows using interest rates of high-quality corporate bonds, or similar, that have terms to maturity approximating to the terms of the related pension liability. The plan assets for pensions are valued at market value. The net liability recognised on the balance sheet is the defined benefit obligation at the closing date less the fair value of plan assets.

Any net asset position that might arise from offsetting the present value of the defined benefit obliga­tions against the corresponding fair value of plan assets is recognised taking into account the applicable asset restrictions. Such an asset position is reported in Other non-current assets on the balance sheet.

In the case of a plan amendment, curtailment or settlement (each a "plan event") occurring in a defined benefit plan during an annual reporting period, the current service cost and the net interest on the net liability or asset are remeasured for the remainder of the reporting period after the plan event. The actu­arial assumptions applicable as of the date of the plan event are to be used as the basis for such remeas­urement. When the benefits of a plan are changed, or when a plan is curtailed, the resulting change in the present value of the defined benefit obligation that relates to past service, or the gain or loss related to a curtailment is recognised immediately in profit or loss. Gains or losses on settlements of defined benefit plans are recognised when the settlement occurs.

Remeasurements of the net defined benefit liability or asset include actuarial gains and losses that may arise especially from differences between estimated and actual variations in underlying assumptions about demographic and financial variables; and, additionally, from developments in these assumptions as of each reporting date. Additionally included is the difference between the actual return on plan assets and the interest income on plan assets contained in the net interest result, as well as any change in the effect of the asset ceiling, excluding amounts already included in net interest. Remeasurement results and related deferred taxes are recognised in full in the period in which they occur and are re­ported in the statement of comprehensive income.

The Group's contributions to defined contribution plans are charged to the income statement in the period to which the contributions relate.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS:
ASSUMPTIONS USED TO DETERMINE FUTURE PENSION OBLIGATIONS

The present value of the pension obligations is based on actuarial calculations that use several assumptions. Any changes in these assumptions will impact the carrying amount of pension obligations.

Fortum’s pension arrangements

Finland

The statutory pension benefits (as determined in Employee’s Pension Act /TyEL) in Finland provide the employees pension coverage for old age, disability and death of a family provider. The benefits are insured with an insurance company, and determined to be defined contribution plans.

In addition, the Group has historical old-age and survivor pension benefits with the Fortum Pension Fund covering a limited number of people. The Fortum Pension Fund is a closed fund managed by a Board, consisting of both employers' and employees' representatives. The promised benefit is defined in the rules of the Fund, mostly at a maximum of 66% of the salary basis. The salary basis is an average of the ten last years' salaries, which are indexed by a common salary index to the accounting year. After retirement the benefits payable are indexed yearly with the TyEL-index.

The Fund is operating under the regulation from the Financial Supervisory Authority (FSA). The liability has to be fully covered according to the regulations. The national benefit obligation related to the defined benefit plans is calculated so that the promised benefit is fully funded until retirement.

Germany

The majority of active and former employees are covered by occupational benefit plans in addition to the state retirement benefits. The benefits offered under these plans primarily include retirement, disability and survivor benefits.

The majority of the reported pension obligation for the active employees arises from the ”BAS Plan” and from the ”Zukunftssicherung” plan, that have been closed to the new hires since 2008. The only plan open to new hires is a defined contribution-oriented benefit plan, which is based on “units of capital”.

The benefit expense for all these plans is dependent on compensation, and is determined at different percentage rates based on the ratio between compensation and the contribution limit in the statutory retirement pension system. The plans contain different interest rate assumptions. Up to, and including 31 December 2018, fixed interest rate assumptions had applied for both the “BAS-Plan” and the “Zukunftssicherung” plan. From 1 January 2019, the pension units established have earned interest at a rate that is linked to market rates and hedged by applying guaranteed minimum interest rates. An annual review is performed, taking market developments into account, to determine whether the pension units should be formed based on the guaranteed minimum interest rates or by applying a higher rate. The interest rate can be increased to a maximum of 6.0% per year. Pension units granted through 31 December 2018 remain unchanged by this adjusted interest calculation. The units of capital established under the open defined contribution-oriented benefit plan earn interest at the average yield of long-term government bonds of the Federal Republic of Germany observed in the fiscal year.

Future pension increases at a rate of 1% per year are guaranteed for certain individuals including a large number of active employees. For the remaining eligible individuals, pensions are adjusted mostly in line with the rate of inflation, usually in a three-year cycle.

Pension plans are funded through designated pension vehicles that are legally distinct from the company. In addition, plan assets are funded in form of “Pensionskassen” and a Group-wide pension fund as well as in the form of a Contractual Trust Arrangement (CTA). Only the “Pensionskassen” vehicles and the pension fund are subject to regulatory provisions in relation to the investment of capital and funding requirements. For the CTA, there are only funding rules stipulated in corporate agreements.

114

United Kingdom

The Group operates three pension plans in the United Kingdom, one defined contribution plan and two defined benefit plans. The defined benefit plans were closed for new hires from 2005 and 2008, respectively. Since the closure of these plans, new hires have been joining the open defined contribution plan.

Benefit payments under the existing defined benefit pension plans are adjusted either by fixed increases or by reference to an index, as measured by the United Kingdom Retail Price Index (“RPI”) or the Consumer Price Index (“CPI”) (the increases are limited to a fixed maximum amount).

Plan assets are administered by a trust which is independent from the group and wholly responsible for the investment of the plan assets.

The Pension Regulator in the United Kingdom requires a valuation of the funding of pension plans in the United Kingdom to be performed at least once every three years. The last valuation was made on 31 March 2019.

Main risks relating to defined benefit plans

Typical risk factors for defined benefit plans are changes in discount rates, risks related to other actuarial assumptions, as well as investment and volatility risks.

Change in discount rate

The discount rate used to calculate the defined benefit obligation (according to IFRS) depends on the value of corporate bond yields as at the reporting date. A decrease in yields increases the benefit obligation that is often only partially offset by an increase in the value of fixed income holdings.

Risk related to other actuarial assumptions

Assumptions for future inflation, salary levels and mortality are used for actuarial calculations. Should the actual outcome differ from these assumptions, the liability may increase.

Investment and volatility risk

Pension plan assets are allocated to different asset classes based on the statutory legislation or investment strategy of the corresponding pension plan. Depending on the pension plan, underlying investment management plans are updated on a regular basis. If the return of the fund’s assets is not enough to cover the raise in liability and benefit payments over the financial year, then, in certain legislations, the employer has to fund the deficit with contributions, unless the fund has sufficient covering.

Movement in the net defined benefit liability

Defined benefit
obligation

Fair value
of plan assets

Net defined benefit
asset(-)/liability(+)

EUR million

2021

2020

2021

2020

2021

2020

1 January

4,636

529

-3,117

-406

1,519

123

Included in consolidated income statement 1)

Current service cost

73

52

-

-

73

53

Past service cost

30

11

-

-

30

11

Settlements

-4

-

1

-

-3

-

Net interest

43

50

-31

-36

12

14

142

112

-28

-35

113

77

Included in OCI

Remeasurement gains(-)/losses(+)

-297

820

-121

-366

-418

454

Actuarial gains/losses arising from changes in financial assumptions

-279

835

-

-

-279

835

Actuarial gains/losses arising from experience adjustments

-18

-16

-

-

-18

-16

Return on plan assets (excluding amounts included in net interest expense)

-

-

-122

-366

-122

-366

Exchange rate differences and other changes

52

-9

-50

8

2

-1

-245

811

-171

-358

-416

453

Other

Contributions paid by the employer

-

-

-64

-59

-64

-59

Benefits paid

-95

-66

90

61

-5

-5

Acquisitions of subsidiary companies

-

3,288

-

-2,343

-

944

Transfer to assets held for sale

-

-38

-

22

-

-15

31 December

4,437

4,636

-3,290

-3,117

1,146

1,518

Present value of funded defined obligation

4,405

4,600

Fair value of plan assets

-3,290

-3,117

Funded status

1,115

1,483

Present value of unfunded obligation 2)

32

35

Net liability arising from defined benefit obligation

1,146

1,518

  

Pension assets included in other non-current assets on the balance sheet

44

2

BS Pension obligations on the balance sheet

1,190

1,520

1)Net interest is presented in financial items in the income statement. The rest of costs related to defined benefit plans are included in staff costs (row defined benefits plans in the staff cost specification in } Note 10 Employee benefits and Board remuneration) and in Items affecting comparability.

2)The unfunded obligation mainly relates to Germany.

115

Contributions expected to be paid during 2022 total EUR 70 million.

Fair value of plan assets

2021

2020

EUR million

Quoted

Unquoted

Total

Quoted

Unquoted

Total

Equity instruments

1,327

8

1,335

972

177

1,149

Debt instruments

1,025

183

1,208

947

174

1,120

Cash and cash equivalents

-

104

104

-

156

156

Real estate

-

234

234

-

228

228

Investment funds

396

-

396

105

-

105

Other assets

0

14

14

0

359

359

Total

2,748

543

3,290

2,023

1,094

3,117

A specification of plan assets has not been available for pension plans financed through an insurance company. In these cases, the fair value of plan assets has been included in other assets.

In 2021 plan assets in the United Kingdom were partly transferred from unquoted to quoted.

Derivatives used to hedge the risks have been allocated to the respective asset classes.

The actual return on plan assets totalled EUR 145 million (2020: 405).

Amounts recognised on the balance sheet by country 2021

EUR million

Finland

Germany

United Kingdom

Other
countries

Total

Present value of funded obligations

283

3,147

719

256

4,405

Fair value of plan assets

-251

-2,122

-756

-161

-3,290

Deficit(+)/surplus(-)

32

1,025

-36

93

1,115

Present value of unfunded obligations

-

26

-

6

32

Net asset(-)/liability(+) on the balance sheet

32

1,051

-36

99

1,146

Pension asset included in non-current assets

-

7

36

1

44

BS Pension obligations on the balance sheet

32

1,058

-

100

1,190

Amounts recognised on the balance sheet by country 2020

EUR million

Finland

Germany

United Kingdom

Other
countries

Total

Present value of funded obligations

294

3,396

655

256

4,600

Fair value of plan assets

-242

-2,074

-642

-159

-3,117

Deficit(+)/surplus(-)

51

1,322

12

98

1,483

Present value of unfunded obligations

-

28

-

7

35

Net asset(-)/liability(+) on the balance sheet

51

1,350

12

105

1,518

Pension asset included in non-current assets

-

-

-

2

2

BS Pension obligations on the balance sheet

51

1,350

12

106

1,520

The principal actuarial assumptions used

2021

2020

%

Finland

Germany

United Kingdom

Finland

Germany

United Kingdom

Discount rate

1.00

1.20

2.00

0.30

0.80

1.50

Future salary increases

2.30

2.30

3.00

1.50

2.30

2.60

Future pension increases

2.40

1.80

3.10

1.60

1.80

2.70

Rate of inflation

2.10

1.80

3.20

1.30

1.80

2.80

The discount rate in Finland is based on high quality European corporate bonds with maturity that best reflects the estimated term of the defined benefit pension plans. The discount rate in Germany is based on the returns on high-quality EURO corporate bonds available at the end of the respective fiscal year, and take into account the average duration of the respective underlying benefit obligations. The United Kingdom discount rate is based on currency-specific returns on high-quality corporate bonds available at the end of the respective fiscal year and takes into account the average duration of the respective underlying obligations.

The discount, inflation, salary growth and pension growth rates, as well as mortality are the key assumptions when calculating defined benefit obligations. Changes in the key actuarial assumptions would lead to the following changes in the present value of the defined benefit obligations:

116

Sensitivity of defined benefit obligation to changes in assumptions

Impact to the
pension obligation
increase(+)/
decrease(-)

Change in the assumption

0.5% increase in discount rate

-9.1%

0.5% decrease in discount rate

10.5%

0.5% increase in benefit

3.2%

0.5% decrease in benefit

-2.8%

0.5% increase in salary growth rate

1.0%

0.5% decrease in salary growth rate

-0.9%

10% increase in mortality

-2.9%

10% decrease in mortality

3.3%

A 10% decrease in mortality would result in higher life expectancy of beneficiaries, depending of the age of each individual beneficiary. At the end of 2021, the life expectancy of a 63-year-old male retiree would increase by approximately one year, if mortality were to decrease by 10%.

The sensitivities indicated are computed based on the same methods and assumptions used to determine the present value of the defined benefit obligations. If one of the actuarial assumptions is changed for the purpose of computing the sensitivity of results to changes in that assumption, all other actuarial assumptions are included in the computation unchanged. Potential correlation effects between the individual actuarial assumptions are not taken into account when computing sensitivities. When considering sensitivities, it must be noted that the change in the present value of the defined benefit obligations resulting from changing multiple actuarial assumptions simultaneously is not necessarily equivalent to the cumulative effect of the individual sensitivities.

Maturity profile of the undiscounted defined benefit obligation on 31 December 2021

EUR million

Future benefit
payments

Maturity under 1 year

97

Maturity between 1 and 5 years

428

Maturity between 5 and 10 years

668

Maturity between 10 and 20 years

1,563

Maturity between 20 and 30 years

1,448

Maturity over 30 years

1,563

The weighted average duration of defined benefit obligation at 31 December 2021 is 21 years.

32 Other non-current liabilities

EUR million

2021

2020

Contract liabilities

95

101

Connection fees

70

71

Other

232

172

BS Total

397

344

Connection fees include refundable fees paid by the customer when connected to district heating network in Finland. Connection fees were refundable until 2013.

33 Trade and other payables

EUR million

2021

2020

Trade payables

12,152

7,126

Accrued expenses and deferred income

Accrued personnel expenses

256

218

Accrued interest expenses

72

85

Contract liabilities

754

557

Other accrued expenses and deferred income

144

215

Other liabilities

Liability to return emission rights 1)

1,938

522

Current tax liability

735

307

Other

425

495

BS Total

16,477

9,525

1)For additional information see } Note 22 Inventories.

Contract liabilities comprise mainly of project and waste management services that are invoiced but not delivered at the reporting date.

The management considers that the amount of trade and other payables approximates fair value.

117

34 Leases

ACCOUNTING POLICIES

LESSEE ACCOUNTING

The Group leases mainly gas storage facilities, office buildings and land areas. The Group recognises all leases, with the exception of short-term (i.e. lease term less than 12 months) and low value leases as right-of-use assets with a corresponding lease liability at the date at which the leased asset is available for use by the Group.

Right-of-use assets and lease liabilities are initially recognised on the consolidated balance sheet at future fixed lease payments over the lease term. Lease payments are discounted to present value. Right-of-use assets are depreciated on a straight-line basis over the lease term, or the useful life of the leased asset if shorter; and reviewed periodically for indication of impairment.

When the future lease payments are revised due to changes in index-linked considerations or the lease term changes, the right-of-use asset and the corresponding lease liability is remeasured. Any differences arising on reassessments are recognised in the consolidated income statement.

Interest expense on lease liabilities is presented within Interest expense in the consolidated income statement. In the consolidated cash flow statement, the principal portion of the lease payment is presented under Payments of long-term liabilities, and the interest portion as Interest paid under Funds from operations. Variable lease payments, as well as costs for leases not capitalised due to exemptions in the standard, are expensed to consolidated income statement.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS:
ESTIMATES TO DETERMINE LEASE LIABILITY

Calculation of the lease liability requires certain assumption based input factors. The main estimates are related to the lease term, the discount rate, as well as the determination whether a contract contains a lease.

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. Extension options are only included in the lease term if the lease is reasonably certain to be extended. The lease term is reassessed if underlying circumstances are significantly changing.

Lease payments are discounted to present value using an incremental borrowing rate. The incremental borrowing rate is determined based on reasonable third party financing conditions considering the length of the lease term and the currency of cash flows.

A contract is or contains a lease if the Group has the right to control the use of an identified asset for a period of time in exchange for a consideration. A capacity portion of an asset is an identified asset if it is physically distinct, or if the Group has the right to use substantially all the capacity of the asset during the lease term.

LESSOR ACCOUNTING

Leases in which the Group acts as the lessor and substantially all the risks and rewards arising from the use of the leased asset are transferred to the lessee are classified as finance leases. Finance lease receivables mainly relate to certain electricity delivery contracts.

In this type of lease, the present value of the minimum lease payments is recorded as a receivable. Interest income from such arrangements is recognised over the lease term, using the effective interest method.

34.1 Amounts recognised in consolidated financial statements

Lessee

EUR million

2021

2020

In consolidated income statement

Depreciation, of which

-139

-123

Land

-5

-4

Buildings and structures

-75

-68

Machinery and equipment

-59

-52

Interest expense on lease liabilities 1)

-32

-21

Expense relating to short-term leases within Other expenses

-218

-92

Income from subleasing right-of-use assets

46

17

On consolidated balance sheet

Additions to right-of-use assets, of which

173

154

Land

35

1

Buildings and structures

41

97

Machinery and equipment

97

57

Acquisition of subsidiary companies, of which

-

645

Land

-

42

Buildings and structures

-

512

Machinery and equipment

-

91

Carrying amount of right-of-use assets, of which

730

726

Land

93

69

Buildings and structures

536

573

Machinery and equipment

101

84

Lease liabilities

1,075

1,055

In consolidated cash flow statement

Cash outflow for leases

-405

-257

1)In 2021, 2020 comparatives were revised due to a revision of the lease adjustment following the finalisation of the purchase price allocation for the Uniper acquisition.

118

Maturity of undiscounted lease liabilities

EUR million

2021

Due within one year

154

Due after one year and within five years

433

Due after five years

758

Total

1,344

See } Note 4 Financial risk management, } Note 17 Property, plant and equipment and right-of-use assets, and } Note 27 Interest-bearing liabilities for more information.

Lessor

EUR million

2021

2020

In consolidated income statement

Interest income from finance lease

15

12

Rental income from operating lease

30

24

On consolidated balance sheet

Lease receivables

136

196

Current

17

16

Non-current

119

181

Maturity analysis of undiscounted lease payments - Finance leases

Due within 1 year

26

28

Due in 1 to 2 years

23

28

Due in 2 to 3 years

23

28

Due in 3 to 4 years

23

27

Due in 4 to 5 years

22

27

Due in more than 5 years

92

175

Total undiscounted lease payments

209

314

Interest component

73

116

34.2 Lease commitments

Possible additional lease payments amounting to EUR 128 million were not included in the measurement of lease liabilities on 31 December 2021.

35 Capital and other commitments

Capital and other commitments are contractual or regulatory obligations that are not recognised as liabilities on the consolidated balance sheet, or disclosed as contingent liabilities.

35.1 Capital commitments

EUR billion

2021

2020

Property, plant and equipment and intangible assets

1.0

0.8

Capital commitments at 31 December 2021 include Uniper segment’s commitments of EUR 0.5 billion, mainly related to outstanding investments in connection with the expansion and modernisation of existing generation assets.

35.2 Long-term purchase commitments

EUR billion

Due within one year

Due after
one year

Total

Gas

15.0

66.4

81.4

Electricity

0.2

0.2

0.4

Transportation and storage

0.8

5.5

6.3

Other

0.3

0.5

0.8

Gas

Gas for supplying industrial customers is usually procured by means of long-term purchase contracts with major international producers of natural gas. Such contracts are generally take-or-pay in nature. The prices paid for natural gas are normally tied to market reference prices, as dictated by market conditions and the procurement behaviour of wholesale market customers. The conditions of these long-term contracts are reviewed at certain specific intervals (usually every three years) as part of contract negotiations and may change accordingly. In the absence of agreement on a pricing review, a neutral board of arbitration makes the final binding decision. Financial obligations arising from these contracts are calculated based on the same principles that govern internal budgeting. Further, the take-or-pay conditions in the individual contracts are also considered in the calculations.

Electricity

Contractual obligations for the purchase of electricity relate in part to purchases from resellers and energy utilities, especially those under procurement contracts for the wholesale portfolio.

119

Transportation and storage

Purchase commitments for transportation and storage are for long-term commitments for contracts that are not capitalised on the balance sheet as they do not meet the definition of a lease. Purchase commitments exclude any onerous part of the commitment that is included in provisions. See } Note 30 Other provisions.

35.3 Other commitments to associates and joint ventures

Teollisuuden Voima Oyj (TVO) is building Olkiluoto 3, the nuclear power plant, which is funded through external loans, share issues and shareholder loans according to shareholders' agreement between the owners of TVO. At end of December 2021, Fortum had EUR 232 million (2020: 232) outstanding receivables regarding Olkiluoto 3 and is additionally committed to providing at maximum EUR 100 million. TVO shareholder loan is classified as participation in joint ventures. For more information, see } Note 29 Nuclear-related assets and liabilities.

35.4 Other commitments

Fortum has committed to providing financing to Voimaosakeyhtiö SF for its participation in the Fennovoima nuclear power project in Finland. Remaining commitment is EUR 69 million.

In June 2018, the Swedish Government approved the legislation regarding Sweden’s national strategy for implementation of the EU’s Water Framework Directive. The largest hydro industry companies will create a common hydro-power fund to finance large parts of the environmental actions needed. The fund will have a total financial cap of SEK 10 billion to be paid over a 20-year period, and the largest operators will contribute to the fund proportionately based on their respective market share of hydro-power production. Fortum's share is 31% of the funds' total financing.

36 Pledged assets and contingent liabilities

ACCOUNTING POLICIES

PLEDGED ASSETS

Pledged assets are given to a lender as security for a loan, trading or other commitment. If the borrower or trading party is unable to make the agreed payments, the lender can use the pledged assets to mitigate its losses. Pledged assets at Fortum mostly consist of securities and real estate mortgages.

CONTINGENT LIABILITIES

A contingent liability is disclosed when there is a possible obligation that arises from past events and whose existence is only confirmed by one or more doubtful future events; or when there is an obligation that is not recognised as a liability or provision because it is not probable that an outflow of resources will be required, or the amount of the obligation cannot be reliably estimated.

36.1 Pledged assets

For debt

Pledges at 31 December 2021 total EUR 269 million (2020: 291), including EUR 269 million (2020: 269) of shares in Kemijoki Oy pledged as a security for borrowing from the Finnish State Nuclear Waste Management Fund.

Real estate mortgages at 31 December 2021 total EUR 41 million (2020: 275). 2020 mainly included mortgages given for Solar operations in India amounting to EUR 139 million and mortgages given for Fortum Tartu in Estonia amounting to EUR 96 million. These operations were disposed during 2021.

For other commitments

Real estate mortgages at 31 December 2021 total EUR 81 million (2020: 105) being real estate mortgages for the liability to the Finnish State Nuclear Waste Management Fund. These are given as a security for the uncovered part of the legal liability and unexpected events relating to future costs for decommissioning and disposal of spent fuel in Loviisa nuclear power plant. According to the Nuclear Energy Act, Fortum is obligated to contribute the funds in full to the State Nuclear Waste Management Fund to cover the legal liability. Any uncovered legal liability relates to periodising of the payments to the fund. The size of the securities given is updated yearly in the second quarter based on the decisions regarding the legal liabilities and the funding target which are determined at the end of the previous year. See } Note 29 Nuclear-related assets and liabilities.

120

36.2 Contingent liabilities

In relation to divestment of shareholdings, Fortum has entered into indemnification agreements, which cover the customary representations and warranties, as well as environmental damage and tax contingencies. Any obligations that may exist are covered in the first instance by provisions of the companies sold before Fortum itself is required to make any payments. Moreover, the Fortum Group has commitments under which it assumes joint and several liability arising from its interests in civil-law companies, non-corporate commercial partnerships and consortia in which it participates.

Fortum's 100% owned subsidiary Fortum Heat and Gas Oy has a contingent liability, based on the Finnish Companies Act's (734/1978) Chapter 14a Paragraph 6, with Neste Oyj following the demerger of Fortum Oil and Gas Oy in 2004.

36.3 Guarantees relating to Nuclear operations

With respect to the activities of the Swedish nuclear power plants, the companies of the Swedish nuclear units have issued guarantees for OKG, Forsmark and Barsebäck to governmental authorities in accordance with the Swedish law. There are two types of guarantees given. The Financing Amount is given to cover Fortum's share of the uncovered part in the Nuclear Waste Fund, assuming no further production and that no further nuclear waste fees are paid in. The uncovered amount is calculated by the authorities and is based on the difference between the expected costs and the funds to cover these costs at the time of the calculation. The Supplementary Amount constitutes a guarantee for deficits that can arise as a result of unplanned events. The amounts for the guarantees are normally updated every third year by governmental decision. In addition, the licensees are responsible for all costs related to the disposal of low-level radioactive waste.

Owners of nuclear facilities in Finland and Sweden have statutory liabilities for damages resulting from accidents occurring in those nuclear facilities and for accidents involving any radioactive substance connected to the operation of those facilities. Third-party liability relating to nuclear accidents is strictly under the plant operator’s responsibility.

In Finland, as the operator of the Loviisa power plant, Fortum has a statutory liability insurance policy of SDR 600 million, approximately EUR 700 million (Special Drawing Right). The liability in Finland will increase to EUR 1.2 billion from 1 January 2022 due to updated law on third-party liability.

In Sweden, the Swedish Parliament passed a law on 1 July 2010 that requires the operator of a nuclear power plant in operation to have a liability insurance or other financial cover in the amount equivalent to EUR 1.2 billion per incident. The conditions enabling this new law took effect 1 January 2022 and were thus not yet in place at 31 December 2021. Nevertheless, the Swedish government decided to increase the insured amount from 1 January 2019 by amending the existing legislation. Accordingly, the liability per incident at 31 December 2021 is henceforth limited to SDR 1,000 million, approximately EUR 1.2 billion.

The necessary insurances for the affected nuclear power plants have been purchased. Same type of insurance policies are in place also for the operators where Fortum has minority interest.

The guarantee given on behalf of Teollisuuden Voima Oyj to the Finnish State Nuclear Waste Management Fund increased following the fuel loading in Olkiluoto 3, and amounts to EUR 122 million (2020: 26). The guarantee covers the unpaid legal liability due to periodisation as well as risks for unexpected future costs.

For information regarding nuclear-related assets and liabilities see } Note 29 Nuclear-related assets and liabilities.

37 Legal actions and official proceedings

Various routine court actions, arbitration proceedings, tax and regulatory investigations and proceedings are currently pending against entities of the Group, and further actions or proceedings may be instituted or asserted in the future. In addition to disputes under public law, this in particular includes legal actions and proceedings on contract amendments and price adjustments initiated in response to market upheavals and the changed economic situation in the gas and electricity sectors (also as a consequence of the energy transition) and concerning anticompetitive and fraudulent practices, as well as general commercial contract disputes.

The aforementioned proceedings include several court and arbitration proceedings with major customers and major suppliers, also initiated in some instances by the Group, concerning contract amendments and price adjustments in long-term supply contracts and procurement options for electricity and gas, as well as long-term contracts for storage capacity in response to the altered situation brought about by market upheavals, and also reimbursements of costs. In some of these cases, the validity of the price-adjustment clauses applied, and of the contracts in their entirety is in dispute. Long-term LNG and gas procurement contracts generally include the option for producers and importers to adjust the terms in line with changed market conditions. On this basis, the Group is currently involved in court and arbitration proceedings and continuously conducts extensive negotiations with producers. The possibility of further legal disputes cannot be excluded. Applying the provisions of IAS 37.92, Fortum is making no additional disclosures on the proceedings presented or on the associated risks or measures taken, particularly because such disclosure could prejudice their outcome.

Furthermore, proceedings are pending concerning the clarification of regulatory requirements. Applying the provisions of IAS 37.92, Fortum is making no additional disclosures on the proceedings presented or on the associated risks or measures taken, particularly because such disclosure could prejudice their outcome.

Public-law disputes are pending, in particular, in connection with the operating license and the planning basis for the hard-coal power plant in Datteln, Germany. Applying the provisions of IAS 37.92, Fortum is making no additional disclosures on the proceedings presented or on the associated risks or measures taken, particularly because such disclosure could prejudice their outcome.

Tax cases

On 16 June 2020, the Court of Appeal of Ghent, Belgium, ruled in favour of Fortum on Fortum's income tax assessments in Belgium for the year 2008. The decision concerns Fortum's Belgian financing company, Fortum EIF NV, which granted internal financing to a Swedish group company for financing of an acquisition in Russia. The Belgian tax authorities argued that Fortum EIF should not benefit from the notional interest deduction regime in Belgium and disagreed with the Court of Appeal ruling. In September 2020, the Belgian tax authorities filed an appeal to the Supreme Court.

The additional taxes claimed for 2008 amount to EUR 36 million. Fortum has similar tax cases pending for the years 2009-2012 and expects the remaining years to follow the decisions for 2008. The disputed amount for years 2008-2012 totals EUR 113 million. All taxes have been paid and recognised as income tax receivables. Should the decision from the Court of Appeal of Ghent become final, the possible repayment of the disputed amounts of EUR 113 million would have a positive cash flow effect for Fortum.

For critical accounting estimates regarding uncertain tax positions, } Note 28 Income taxes on the balance sheet. See also } Note 12 Income tax expense.

121

38 Related party transactions

38.1 The Finnish State and companies owned by the Finnish State

At the end of 2021, the Finnish State owned 50.76% of the company’s shares (2020: 50.76%). The Finnish Parliament has authorised the Government to reduce the Finnish State’s holding in Fortum Corporation to no less than 50.1% of the share capital and voting rights.

All transactions between Fortum and other companies owned by the Finnish State are on arm’s length basis.

38.2 Board of Directors and Fortum Executive Management

The key management personnel of the Fortum Group are the members of Fortum Executive Management and the Board of Directors.

Fortum has not been involved in any material transactions with members of the Board of Directors or Fortum Executive Management. No loans exist to any member of the Board of Directors or Fortum Executive Management at 31 December 2021.

The total compensation (including pension benefits and social costs) for the key management personnel for 2021 was EUR 13 million (2020: 11). See } Note 10 Employee benefits and Board remuneration for further information on the Board of Directors and Fortum Executive Management remuneration and shareholdings.

38.3 Associated companies and joint ventures

In the ordinary course of business, Fortum engages in transactions with associated companies, joint ventures, and other related parties. These transactions are on the same commercial terms as they would be with third parties, except for some associates and joint ventures, as noted below.

Fortum owns shareholdings in associated companies and joint ventures which own hydro and nuclear power plants. Under consortium agreements, each owner is entitled to electricity in proportion to its share of ownership, or based on other agreement. In turn, each owner is liable for an equivalent portion of costs, regardless of output. These associated companies and joint ventures are not profit making since the owners purchase electricity at production cost, including interest costs and production taxes. See } Note 18 Participations in associated companies and joint ventures.

Uniper

On 31 March 2020, Uniper SE was reclassified from an associated company to a subsidiary. Transactions with Uniper Group companies are presented until 31 March 2020, but balances with Uniper Group companies were excluded from 31 March 2020 since Uniper was consolidated as a subsidiary. In addition, balances with any Uniper Group's related parties that have become Fortum Group's related parties through the acquisition are disclosed from 31 March 2020. See } Note 3 Acquisitions, disposals and assets held for sale.

38.4 Balances and transactions with related parties

Transactions with associates, joint ventures and other related parties

Associated
Companies 1)

Joint Ventures

Other related
parties 1)

Total

EUR million

2021

2020

2021

2020

2021

2020

2021

2020

Sales

188

147

28

51

14

3

230

201

Interest income on loan receivables and other income

328

94

22

3

17

7

367

104

Purchases

568

478

185

130

20

16

773

624

Balances with associates, joint ventures and other related parties

Associated Companies 1)

Joint Ventures

Other related
parties 1)

Total

EUR million

2021

2020

2021

2020

2021

2020

2021

2020

Receivables

Long-term interest-bearing loan receivables

1,009

1,031

129

82

-

-

1,138

1,113

Trade and other receivables

4

98

70

183

36

26

110

307

Liabilities

Long-term loan payables

-

-

228

293

-

-

228

293

Trade and other payables

12

94

138

150

95

96

245

340

1)A related party was in 2020 classified as Other related party instead of Associated Company. Comparatives have been corrected accordingly.

Other related parties are entities that are not consolidated on materiality grounds. For more information see } Note 1 Significant accounting policies.

In addition, Fortum has long-term purchase commitments of approximately EUR 1.9 billion at 31 December 2021 from associates and joint ventures.

See also } Note 29 Nuclear-related assets and liabilities and } Note 36 Pledged assets and contingent liabilities for details on commitments related to associates and joint ventures.

122

Transactions with Russian joint ventures

In June 2021, the Fortum-Rusnano wind investment fund sold the 200-MW Kalmykia wind parks to the Fortum-Russian Direct Investment Fund (RDIF) joint venture. Fortum recorded a gain of EUR 11 million from the transfer in the share of profits from associates and joint ventures.

On 2 March 2021, Fortum announced it had decided to construct the largest solar power plant in Russia through a joint venture established with RDIF. The power plant is based on capacities won by Fortum in CSA auctions in 2018 and 2019. In March 2021, Fortum sold the CSA-backed solar power project to the joint venture with RDIF.

During 2020, Fortum’s joint venture, the Fortum-Rusnano wind investment fund, sold the 50-MW Ulyanovsk 2 and the 300-MW Rostov wind farms to a new joint venture established with RDIF aimed at the operation of renewable power plants in Russia. Fortum recorded a gain of EUR 9 million from the transfer of the Rostov wind farm in the share of profits from associates and joint ventures.

38.5 Pension funds

The Fortum pension funds in Finland, Germany, Russia, Sweden and the United Kingdom are stand-alone legal entities which manage pension assets related to part of the pension coverage in these countries. In 2021, Fortum paid a total of EUR 64 million (2020: 59) direct contribution to these pension plans. See } Note 31 Pension obligations.

The assets in the pension fund in Finland include Fortum shares representing 0.04% (2020: 0.04%) of the company’s outstanding shares. The loan granted by Fortum’s Finnish pension fund has been secured by real estate mortgages of EUR 41 million (2020: 41).

39 Events after the balance sheet date

On 24 February 2022, Russia started a widespread invasion into Ukraine. As a consequence, the US, the EU and the UK amongst others have imposed sanctions targeting Russia’s ability to access capital and financial markets, sanctioning numerous individuals and banks; as well as trading in general. These sanctions and possible counter sanctions as well as further reactions by the US, the EU and the UK could impact Fortum’s operations in Russia.

Meanwhile, uninterrupted gas supply from Russia to Europe has continued. Fortum’s Russian operations are also running normally.

Given the uncertainty and risks arising from the geopolitical situation, including imposed sanctions and possible future sanctions and counter sanctions and their consequences, there may be significant impact to the fair values and economic lives of assets; as well as on the commodity prices and related margining requirements in Europe. The book value of Fortum’s Russian assets, including the exposure in the Nord Stream 2 pipeline project, was approximately EUR 5.5 billion as of 31 December 2021. Fortum is currently assessing the impact of recent developments and mitigating measures, and specifically the following:

Germany has halted the certification of the gas pipeline Nord Stream 2, while the US has sanctioned Nord Stream 2 AG, its subsidiaries and the CEO. Fortum has, within its Uniper segment, a financial receivable of approximately EUR 1 billion related to the Nord Stream 2 pipeline project.  
The Russian rouble (RUB) has depreciated significantly from the closing rate as of 31 December 2021. If this prevails, it has a negative translation impact on Fortum Group’s earnings, assets and liabilities denominated in RUB.
The above-mentioned events have led to an increase in European commodity prices and corresponding margining outflows for the Fortum Group. Due to the de-risking and financing measures taken, this has not materially deteriorated Fortum’s overall liquidity situation.

Fortum actively monitors the situation in order to ensure continued compliance with prevailing rules and applicable sanctions laws.

See the Risk management section in the Operating and financial review.

On 18 January 2022, Fortum announced that 1.3 GW portfolio of wind projects is being transferred from the Fortum-Rusnano wind investment fund (50/50 joint venture) to a joint venture recently established with Bank GPB. Upon the transfer, the joint venture of Fortum-Rusnano wind investment fund will be dissolved.

123

40 Group companies by segment

G = Generation

1) Shares held by the parent company

R = Russia

2) Subsidiary not consolidated due to materiality grounds (valued at cost)

C = City Solutions

3) Associated company or joint venture valued at cost due to materiality grounds

CS = Consumer Solutions

U = Uniper

O = Other Operations

Group holding % for companies owned via subsidiaries is based on the Fortum Corporation ownership % in the direct subsidiary times the ownership % of the direct subsidiary in the indirect subsidiary/associate/joint venture as of 31 December 2021.

Subsidiaries by segment

Entity Name

Domicile

Segment

Group holding, %

Böle Vindkraft Ab/Oy

Finland

G

60.0

Brändskogen Vindkraft Ab Oy

Finland

G

100.0

CrisolteQ Oy

Finland

C

100.0

Ekopartnerit Turku Oy

Finland

C

51.0

Fincumet Oy

Finland

C

100.0

Fortum Alku Oy

Finland

O

100.0

Fortum Asiakaspalvelu Oy

Finland

CS

100.0

Fortum Assets Oy

Finland

O

100.0

Fortum Clean Oy

Finland

O

100.0

1)

Fortum CS Oy

Finland

CS

100.0

Fortum Growth Oy

Finland

C, G, R

100.0

Fortum Heat and Gas Oy

Finland

C, O

100.0

1)

Fortum Markets Oy

Finland

CS

100.0

Fortum Norm Oy

Finland

O

100.0

1)

Fortum Oyj

Finland

O

100.0

Fortum Power and Heat Holding Oy

Finland

G

100.0

Fortum Power and Heat Oy

Finland

C, CS, G, O, R

100.0

1)

Fortum Real Estate Oy

Finland

O

100.0

1)

Fortum RES Oy

Finland

O

100.0

Fortum Waste Solutions Oy

Finland

C

100.0

1)

Katajamäen Tuulivoima Oy

Finland

G

100.0

Koillis-Pohjan Energiantuotanto Oy

Finland

G

100.0

Kotimaan Energia Oy

Finland

CS

100.0

Kristinestad-Tjöck Vindpark Ab

Finland

G

60.0

Molpe Vindkraft Ab/Oy

Finland

G

100.0

Närpes Vindkraft Ab/Oy

Finland

G

100.0

Oy Pauken Ab

Finland

O

100.0

Oy Tersil Ab

Finland

O

100.0

Oy Tertrade Ab

Finland

O

100.0

Penkkisuon Tuulivoima Oy

Finland

G

100.0

Pjelax Vindkraft Ab/Oy

Finland

G

60.0

Poikel Vindkraft Ab/Oy

Finland

G

100.0

Uniper Global Commodities Canada Inc.

Canada

U

78.0

2)

Uniper Trading Canada Ltd.

Canada

U

78.0

Barry Danmark ApS

Denmark

O

100.0

Fortum Waste Solutions A/S

Denmark

C

100.0

Fortum CFS Eesti OU

Estonia

O

100.0

Barry France SAS

France

O

100.0

Fortum France S.A.S

France

G

100.0

Liqvis France SASU

France

U

78.0

2)

BauMineral GmbH

Germany

U

78.0

Deutsche Flüssigerdgas Terminal beschränkt haftende oHG

Germany

U

70.2

2)

DFTG-Deutsche Flüssigerdgas Terminal Gesellschaft mit beschränkter Haftung

Germany

U

70.2

2)

Donau-Wasserkraft Aktiengesellschaft

Germany

U

60.5

Fortum Deutschland SE

Germany

O

100.0

Fortum Service Deutschland GmbH

Germany

C, G

100.0

Freya Bunde-Etzel GmbH & Co. KG

Germany

U

46.8

Freya Bunde-Etzel Verwaltungsgesellschaft mbH

Germany

U

46.8

3)

Gemeinschaftskraftwerk Irsching GmbH

Germany

U

39.1

Hydropower Evolutions GmbH

Germany

U

78.0

2)

Induboden GmbH & Co. Industriewerte OHG

Germany

U

78.0

2)

Kokereigasnetz Ruhr GmbH

Germany

U

78.0

Liqvis GmbH

Germany

U

78.0

2)

Lubmin-Brandov Gastransport GmbH

Germany

U

78.0

Mainkraftwerk Schweinfurt Gesellschaft mit beschränkter Haftung

Germany

U

45.3

2)

METHA-Methanhandel GmbH

Germany

U

78.0

Mittlere Donau Kraftwerke Aktiengesellschaft

Germany

U

36.3

2)

Obere Donau Kraftwerke Aktiengesellschaft

Germany

U

36.3

2)

Plugsurfing GmbH

Germany

O

100.0

RGE Holding GmbH

Germany

U

78.0

Rhein-Main-Donau GmbH

Germany

U

60.4

Rheinsee 875. V V GmbH

Germany

U

78.0

2)

124

RMD-Consult GmbH Wasserbau und Energie

Germany

U

78.0

RuhrEnergie GmbH, EVR

Germany

U

78.0

traconn GmbH

Germany

U

78.0

2)

Uniper Anlagenservice GmbH

Germany

U

78.0

Uniper Beteiligungs GmbH

Germany

U

78.0

Uniper BioMethan GmbH

Germany

U

78.0

Uniper Energy Sales GmbH

Germany

U

78.0

Uniper Energy Storage GmbH

Germany

U

78.0

Uniper Exploration & Production GmbH

Germany

U

78.0

Uniper Financial Services GmbH

Germany

U

78.0

Uniper Global Commodities SE

Germany

U

78.0

Uniper Holding GmbH

Germany

U

78.0

Uniper HR Services Hannover GmbH

Germany

U

78.0

Uniper Hydrogen GmbH

Germany

U

78.0

Uniper International Holding GmbH

Germany

U

78.0

Uniper IT GmbH

Germany

U

78.0

Uniper Kraftwerke GmbH

Germany

U

78.0

Uniper Market Solutions GmbH

Germany

U

78.0

2)

Uniper Renewables GmbH

Germany

U

78.0

2)

Uniper Risk Consulting GmbH

Germany

U

78.0

Uniper Ruhrgas International GmbH

Germany

U

78.0

Uniper SE

Germany

O, U

78.0

Uniper Solar 1 WHV GmbH

Germany

U

78.0

2)

Uniper Systemstabilität GmbH

Germany

U

78.0

Uniper Technologies GmbH

Germany

U

78.0

Uniper Wärme GmbH

Germany

U

78.0

Untere Iller GmbH

Germany

U

46.8

2)

Fortum Insurance Ltd

Guernsey

O

100.0

Uniper Hungary Energetikai Kft.

Hungary

U

78.0

Fortum Charge & Drive India Private Limited

India

O

73.1

Fortum India Private Limited

India

C

100.0

1)

Solar One Energy Private Limited

India

C

100.0

SolarXL Alpha Energy Private Limited

India

C

100.0

SolarXL Beta Energy Private Limited

India

C

100.0

SolarXL Gamma Energy Private Limited

India

C

100.0

Uniper India Private Ltd.

India

U

78.0

2)

PT Fortum Energy Solution

Indonesia

C

95.0

Fortum eNext Ireland Ltd

Ireland

C

100.0

Fortum Finance Ireland Designated Activity Company

Ireland

O, C, G

100.0

1)

Fortum Global Finance Designated Activity Company

Ireland

O

100.0

Fortum P&H Ireland Limited

Ireland

O

100.0

Fortum Participation Ltd

Ireland

O, C

100.0

Uniper Renewables Italy S.r.l.

Italy

U

78.0

2)

UPT Global Alternatives S.C.S. SICAV-SIF

Luxembourg

U

74.3

Ergon Holdings Ltd

Malta

U

78.0

Ergon Insurance Ltd

Malta

U

78.0

E.ON Benelux Geothermie B.V. (in liquidation)

Netherlands

U

78.0

2)

Fortum 2 B.V.

Netherlands

O

100.0

Fortum 3 B.V.

Netherlands

C

100.0

Fortum Finance B.V.

Netherlands

O

100.0

Fortum H&C B.V.

Netherlands

C

100.0

Fortum Holding B.V.

Netherlands

C, CS, G, O

100.0

1)

Fortum Hydro B.V.

Netherlands

O

100.0

Fortum Power Holding B.V.

Netherlands

O

100.0

Fortum Russia B.V.

Netherlands

R

100.0

Fortum SAR B.V.

Netherlands

C

100.0

Fortum Star B.V.

Netherlands

O

100.0

Plugsurfing B.V

Netherlands

O

100.0

PolarSolar B.V.

Netherlands

C

100.0

Uniper Benelux Holding B.V.

Netherlands

U

78.0

Uniper Benelux N.V.

Netherlands

U

78.0

Uniper Energy Trading NL Staff Company B.V.

Netherlands

U

78.0

2)

Uniper Gas Transportation and Finance B.V.

Netherlands

U

78.0

Uniper Hydrogen Netherlands B.V.

Netherlands

U

78.0

Uniper Infrastructure Asset Management B.V.

Netherlands

U

78.0

Uniper Ruhrgas BBL B.V.

Netherlands

U

78.0

Uniper Technologies B.V.

Netherlands

U

78.0

2)

Utilities Center Maasvlakte Leftbank b.v.

Netherlands

U

78.0

E.ON Ruhrgas Nigeria Limited

Nigeria

U

78.0

2)

Fortum Consumer Solutions AS

Norway

CS

100.0

Fortum Fiber AS

Norway

C

30.0

Fortum Forvaltning AS

Norway

CS, G, O

100.0

Fortum Hedging AS

Norway

G

100.0

Fortum Kundesenter AS

Norway

CS

100.0

Fortum Markets AS

Norway

CS

100.0

Fortum Oslo Varme AS

Norway

C

50.0

Fortum Plastics Recycling Norway AS

Norway

C

100.0

Fortum Strøm AS

Norway

CS

100.0

Fortum Tellier AS

Norway

CS

100.0

Fortum Waste Solutions Norway AS

Norway

C

100.0

125

Hallingkraft AS

Norway

CS

100.0

NorgesEnergi AS

Norway

CS

100.0

Fortum Marketing and Sales Polska S.A.

Poland

CS

100.0

Fortum Network Częstochowa Sp. z o.o.

Poland

C

100.0

Fortum Network Płock Sp. z o.o.

Poland

C

100.0

Fortum Network Wrocław Sp. z o.o.

Poland

C

100.0

Fortum Power and Heat Polska Sp. z o.o.

Poland

C, O

100.0

Fortum Service Poland Sp. z o.o.

Poland

O

100.0

Fortum Silesia SA

Poland

C

100.0

Fortum Sprzedaż Sp. z o.o.

Poland

CS

100.0

Uniper Renewables Poland sp. z o.o.

Poland

U

78.0

2)

Fortum-New G 3 Limited Liability Company

Russia

R

100.0

Fortum-New G 5 Limited Liability Company

Russia

R

98.2

Joint Stock Company Chelyabenergoremont

Russia

R

100.0

LLC Bugulchanskaya Solar power station

Russia

R

98.2

OOO Agro-industrial Park «Siberia»

Russia

U

65.3

2)

OOO Unipro Engineering

Russia

U

65.3

2)

PAO Fortum

Russia

R

98.2

PAO Unipro

Russia

U

65.3

Uniper NefteGaz LLC

Russia

U

65.3

2)

Ural Heat Networks Company Joint Stock Company

Russia

R

98.2

HQ Services Limited

Rwanda

C

49.0

Uniper Energy Asia Pacific Pte. Ltd.

Singapore

U

78.0

2)

Uniper Energy Southern Africa (Pty) Ltd.

South Africa

U

78.0

2)

Escandinava de Electricidad S.L.U

Spain

CS

100.0

Barsebäck Kraft AB

Sweden

U

78.0

2)

Blåsjön Kraft AB

Sweden

G, U

89.0

Blåsjön Nät AB

Sweden

G, U

89.0

Blybergs Kraftaktiebolag

Sweden

G

66.7

Brännälven Kraft AB

Sweden

G, U

81.9

Bullerforsens Kraft Aktiebolag

Sweden

G

88.0

Energikundservice Sverige AB

Sweden

CS

100.0

Fortum 1 AB

Sweden

R

100.0

Fortum Energy AB

Sweden

CS

100.0

Fortum Fastigheter AB

Sweden

O

100.0

Fortum Markets AB

Sweden

CS

100.0

Fortum Produktionsnät AB

Sweden

G

100.0

Fortum Ren AB

Sweden

O

100.0

Fortum Skott AB

Sweden

O

100.0

Fortum Sverige AB

Sweden

C, G, O

100.0

Fortum Sweden AB

Sweden

O

100.0

1)

Fortum Vindkraft Sverige 1 AB

Sweden

G

100.0

Fortum Vindkraft Sverige 2 AB

Sweden

G

100.0

Fortum Vindkraft Sverige 3 AB

Sweden

G

100.0

Fortum Waste Solutions AB

Sweden

C

100.0

Fortum Waste Solutions Holding AB

Sweden

C

100.0

Göta Energi AB

Sweden

CS

100.0

Kolbäckens Kraft KB

Sweden

U

78.0

Mellansvensk Kraftgrupp Aktiebolag

Sweden

G, U

91.1

Nordgroup Waste Management AB

Sweden

C

100.0

OKG Aktiebolag

Sweden

G, U

85.9

Oreälvens Kraftaktiebolag

Sweden

G

65.0

Sävar Vindkraft AB

Sweden

G

100.0

Stensjön Kraft AB

Sweden

G, U

89.0

Sydkraft AB

Sweden

U

78.0

Sydkraft Försäkring AB

Sweden

U

78.0

Sydkraft Hydropower AB

Sweden

U

78.0

Sydkraft Nuclear Power AB

Sweden

U

78.0

Sydkraft Nuclear Services AB

Sweden

U

78.0

2)

Sydkraft Thermal Power AB

Sweden

U

78.0

Uddeholm Kraft Aktiebolag

Sweden

G

100.0

Värmlandskraft-OKG-delägarna Aktiebolag

Sweden

G

73.3

Uniper Energy DMCC

United Arab Emirates

U

78.0

Uniper Energy Fujairah FZE

United Arab Emirates

U

78.0

2)

Uniper Energy Services MENA DMCC

United Arab Emirates

U

78.0

2)

Fortum Carlisle Limited

United Kingdom

C

100.0

Fortum Energy Ltd

United Kingdom

O

100.0

Fortum Glasgow Limited

United Kingdom

C

100.0

Fortum O&M(UK) Limited

United Kingdom

C

100.0

Holford Gas Storage Limited

United Kingdom

U

78.0

IVO Energy Limited

United Kingdom

G, C

100.0

South Clyde Energy Recovery Holdings Ltd

United Kingdom

C

100.0

Uniper Energy Limited

United Kingdom

U

78.0

2)

Uniper Energy Trading UK Staff Company Limited

United Kingdom

U

78.0

Uniper Global Commodities London Ltd.

United Kingdom

U

78.0

Uniper Global Commodities UK Limited

United Kingdom

U

78.0

Uniper Holdings Limited

United Kingdom

U

78.0

2)

Uniper Hydrogen UK Limited

United Kingdom

U

78.0

Uniper Technologies Limited

United Kingdom

U

78.0

Uniper UK Corby Limited

United Kingdom

U

78.0

126

Uniper UK Cottam Limited

United Kingdom

U

78.0

2)

Uniper UK Gas Limited

United Kingdom

U

78.0

Uniper UK Ironbridge Limited

United Kingdom

U

78.0

Uniper UK Limited

United Kingdom

U

78.0

Uniper UK Trustees Limited

United Kingdom

U

78.0

2)

Uniper Global Commodities North America LLC

USA

U

78.0

Valo Ventures I LP Fund

USA

O

99.0

Associated companies and joint ventures by segment

Entity Name

Country

Segment

Group holding %

Battery Intelligence Oy

Finland

C

33.1

Chempolis Oy

Finland

C

33.9

Kemijoki Oy

Finland

G

28.3

Posiva Oy

Finland

G

40.0

Puro.earth Oy

Finland

O

19.1

Sallila Energia Oy

Finland

O

46.0

Teollisuuden Voima Oyj

Finland

G

25.8

Turun Seudun Energiantuotanto Oy

Finland

C

53.5

Turun Seudun Kaukolämpö Oy

Finland

C

30.0

Wello Oy

Finland

O

18.6

1)

RAG-Beteiligungs-Aktiengesellschaft

Austria

U

23.4

SOCAR-UNIPER LLC

Azerbaijan

U

38.2

3)

BIOPLYN Třeboň spol. s r.o.

Czech Republic

U

19.2

3)

Solar Energy s.r.o.

Czech Republic

U

19.5

3)

E.ON Perspekt GmbH

Germany

U

23.4

3)

Energie-Pensions-Management GmbH

Germany

U

23.4

3)

Etzel Gas-Lager GmbH & Co. KG

Germany

U

58.6

Gemeinschaftskraftwerk Kiel Gesellschaft mit beschränkter Haftung

Germany

U

39.0

3)

Grüne Quartiere GmbH

Germany

U

39.0

3)

Kraftwerk Buer GbR

Germany

U

39.0

3)

Assam Bio Refinery Private Limited

India

C

49.6

Fortum Solar Plus Private Limited

India

C

51.0

India Uniper Power Services Private Limited

India

U

39.0

3)

B.V. NEA

Netherlands

U

19.5

3)

BBL Company V.O.F.

Netherlands

U

15.6

India Sun B.V.

Netherlands

C

43.8

Nordic Wind B.V.

Netherlands

G

20.0

PRY B.V.

Netherlands

O

12.7

Yustek Holding B.V.

Netherlands

R

50.0

Fortum Nordkraft Vind DA

Norway

G

50.0

Linnvasselv Kraftlag SA

Norway

G

41.0

OF Energi AS

Norway

C

25.0

Recharge AS

Norway

O

32.3

Fortum Wind Energy Joint Stock Company, AO FEW

Russia

R

63.8

Fortum-New G 4 Limited Liability Company

Russia

R

48.1

Kurgan Plant of Energy Technologies Limited Liability

Russia

R

50.0

OOO E.ON Connecting Energies

Russia

U

32.6

3)

TGC1 Territorial Generating Company 1

Russia

R

29.99

Ural energy retail LLC

Russia

R

49.1

Wind Power Assets Management LLC

Russia

R

49.1

AB Svafo

Sweden

G, U

38.9

3)

Ångefallen Kraft AB

Sweden

G

50.0

Bergeforsens Kraftaktiebolag

Sweden

U

31.2

Forsmarks Kraftgrupp Aktiebolag

Sweden

G, U

29.9

Horrmundsvalla Kraftaktiebolag

Sweden

G

50.0

Kärnkraftsäkerhet & Utbildning AB

Sweden

G, U

46.0

3)

Klåvbens AB

Sweden

U

39.0

3)

Ringhals AB

Sweden

U

23.0

Ringhals AB

Sweden

U

23.0

SQC Swedish Qualification Centre AB

Sweden

G, U

46.3

3)

Svensk Kärnbränslehantering AB

Sweden

G, U

37.2

3)

Swedish Modular Reactors AB

Sweden

U

40.9

3)

Tåsans Kraftaktiebolag

Sweden

G

40.0

Väsa Kraftaktiebolag

Sweden

G

50.0

Vattenkraftens Miljöfond Sverige AB

Sweden

G, U

31.5

Vaultige AB

Sweden

U

40.0

3)

127

Financial key figures

For information of Alternative Performance Measures used by Fortum, see } Definitions and reconciliations of key figures and } Note 1 Significant accounting policies.

In 2021, Fortum introduced two new Alternative Performance Measures (APM) to provide additional financial performance indicators to support meaningful comparison of underlying net profitability between periods: Comparable net profit, and Comparable earnings per share. Comparable net profit is shown after non-controlling interest and adjusted for items affecting comparability, as well as adjustments to share of profit of associates and joint ventures, net finance costs, income tax expenses, and non-controlling interest. Comparable earnings per share is calculated from comparable net profit. For more information, see } Definitions and reconciliations of key figures and } Note 7 Comparable operating profit and comparable net profit.

EUR million or as indicated

2021

2020

Change
21/20 %

Income statement

Reported

Sales

112,400

49,015

129

EBITDA

693

2,688

-74

Operating profit

-588

1,599

-137

- of sales %

-0.5

3.3

Share of profit/loss of associates and joint ventures

192

656

-71

Profit before income tax

-289

2,199

-113

- of sales %

-0.3

4.5

Profit for the period

-114

1,855

-106

- of which attributable to owners of the parent

739

1,823

-59

Comparable

EBITDA

3,817

2,434

57

Operating profit

2,536

1,344

89

Share of profit/loss of associates and joint ventures

154

656

-77

Net profit (after non-controlling interests)

1,778

1,483

20

Financial position and cash flow

Capital employed

30,885

26,239

Financial net debt

789

7,023

-89

Adjusted net debt

3,227

9,784

-67

Capital expenditure and gross investments in shares

1,407

4,953

-72

- of sales %

1.3

10.1

Capital expenditure

1,116

1,146

-3

Net cash from operating activities

4,970

2,555

95

Fortum consolidated Uniper into its balance sheet as of 31 March 2020 and, from the second quarter of 2020, consolidated Uniper’s results into its income statement. In the first quarter of 2020, Uniper was consolidated as an associated company into Fortum’s income statement. The main reason for the change in cumulative figures and in the comparison to the year 2020 is thus the consolidation of Uniper.



EUR million or as indicated

2021

2020

Change
21/20 %

Key ratios

Return on shareholders' equity, %

-0.8

12.9

Interest coverage

-12.7

27.3

Interest coverage including capitalised borrowing costs

-9.4

18.6

Gearing, %

6

45

Equity-to-assets ratio, %

9

27

Financial net debt/comparable EBITDA

0.2

2.9

Other data

Dividends

1,013

1)

995

2

Research and development expenditure

61

56

9

- of sales %

0.1

0.1

Average number of employees 2)

19,796

17,304

1)Board of Directors’ proposal for the planned Annual General Meeting on 28 March 2022.

2)2020 comparative figure was revised to reflect the consolidation of Uniper from March 31, 2020.

See } Definitions and reconciliations of key figures.

128

Share key figures

EUR or as indicated

2021

2020

Change
21/20 %

Data per share

Earnings per share

0.83

2.05

-60

Comparable earnings per share

2.00

1.67

20

Cash flow per share

5.60

2.88

94

Equity per share

13.66

14.58

-6

Dividend per share

1.14

1)

1.12

2

Payout ratio, %

137.3

1)

54.6

Dividend yield, %

4.2

1)

5.7

Price/earnings ratio (P/E)

32.5

9.6

Share prices

At the end of the period

26.99

19.70

Average

23.65

17.20

Lowest

19.72

12.25

Highest

27.96

23.46

Other data

Market capitalisation at the end of the period, EUR million

23,975

17,499

Trading volumes 2)

Number of shares, 1,000 shares

351,450

647,869

In relation to weighted average number of shares, %

39.6

72.9

Average number of shares, 1,000 shares

888,294

888,294

Diluted adjusted average number of shares, 1,000 shares

888,294

888,294

Number of registered shares, 1,000 shares

888,294

888,294

1)Board of Directors’ proposal for the planned Annual General Meeting on 28 March 2022.

2)Trading volumes in the table represent volumes traded on Nasdaq Helsinki. In addition to the Nasdaq Helsinki, Fortum shares were traded on several alternative market places, for example at Boat, Cboe and Turquoise, and on the OTC market as well. During 2021, approximately 70% (2020: 68%) of Fortum’s shares were traded on markets other than the Nasdaq Helsinki Ltd.

See } Definitions and reconciliations of key figures.

129

Segment key figures

Sales by segment,
EUR million

2021

2020

Generation

2,899

2,006

- of which internal

143

421

Russia

906

929

- of which internal

3

2

City Solutions

1,302

1,075

- of which internal

39

64

Consumer Solutions

2,622

1,267

- of which internal

14

2

Uniper

105,992

44,514

- of which internal

29

0

Other Operations

138

140

- of which internal

104

110

Eliminations and Netting of Nord Pool transactions

-1,459

-916

Total

112,400

49,015

Comparable operating profit by segment,
EUR million

2021

2020

Generation

1,110

722

Russia

261

251

City Solutions

135

47

Consumer Solutions

52

90

Uniper

1,120

363

Other Operations

-142

-129

Comparable operating profit

2,536

1,344

Impairment charges and reversals

-83

2

Capital gains and other related items

2,681

765

Impact from acquisition accounting

-

-222

Changes in fair values of derivatives hedging future cash flow

-5,424

-675

Other

-299

386

Operating profit

-588

1,599

Comparable EBITDA by segment,
EUR million

2021

2020

Generation

1,299

886

Russia

404

394

City Solutions

317

239

Consumer Solutions

123

153

Uniper

1,789

856

Other Operations

-114

-94

Total

3,817

2,434

Depreciation and amortisation,
EUR million

2021

2020

Generation

189

164

Russia

142

143

City Solutions

182

191

Consumer Solutions

71

63

Uniper

668

494

Other Operations

28

35

Total

1,281

1,090

Comparable share of profit of associates and joint ventures by segment,
EUR million

2021

2020

Generation

11

13

Russia

62

47

City Solutions

42

57

Uniper

39

38

Other Operations

0

502

Total 1)

154

656

1)Comparable share of profit/loss of associates and joint ventures for 2020 has been recalculated following the introduction of comparable net profit APM in 2021.

130

Share of profit of associates and joint ventures by segment,
EUR million

2021

2020

Generation

36

29

Russia

62

47

City Solutions

42

57

Uniper

51

54

Other Operations

0

470

Total

192

656

Capital expenditure by segment,
EUR million

2021

2020

Generation

168

158

Russia

47

43

City Solutions

161

219

Consumer Solutions

68

57

Uniper

673

635

Other Operations

15

34

Total

1,116

1,146

Gross investments in shares by segment,
EUR million

2021

2020

Generation

7

70

Russia

36

48

City Solutions

2

114

Consumer Solutions

-

0

Uniper

9

3

Other Operations

237

3,572

Total

290

3,807

Gross divestments of shares by segment,
EUR million

2021

2020

Generation

129

171

Russia

18

0

City Solutions

3,870

895

Consumer Solutions

0

10

Uniper

88

69

Other Operations

19

81

Total

4,122

1,226

Comparable net assets by segment,
EUR million

2021

2020

Generation

6,336

6,234

Russia

2,508

2,431

City Solutions

2,456

3,679

Consumer Solutions

1,125

565

Uniper

4,971

7,432

Other Operations

125

136

Total

17,523

20,477

Comparable return on net assets by segment,
%

2021

2020

Generation

18.0

12.2

Russia

12.9

11.1

City Solutions

6.1

2.8

Consumer Solutions

6.9

15.9

Uniper 1)

16.5

N/A

1)Fortum consolidated Uniper into its balance sheet as of 31 March 2020 and, from the second quarter of 2020, consolidated Uniper’s results into its income statement. Comparable return on net assets for the Uniper segment are presented from 2021 onwards as information for full 12 months is available.

.

Average number of employees

2021

2020

Generation

1,153

1,163

Russia

2,862

2,969

City Solutions

1,964

2,051

Consumer Solutions

1,091

1,216

Uniper 1)

11,751

8,945

Other Operations

976

959

Total 1)

19,796

17,304

1)2020 comparative figure was revised to reflect the consolidation of Uniper from March 31, 2020.

131

Definitions and reconciliations of key figures

Alternative performance measures

Business performance

Definition

Reason to use the measure

Reference to reconciliation

Comparable EBITDA

Operating profit + depreciations and amortisations - items affecting comparability

Comparable EBITDA is representing the underlying cash flow generated by the total Group and segments. Used as a component in the capital structure target of Financial net debt to Comparable EBITDA.

Note 5 Capital risk management

Comparable operating profit

Operating profit - items affecting comparability

Comparable operating profit is used in financial target setting and forecasting, management's follow up of financial performance and allocation of resources in the group's performance management process.

Income statement

Items affecting comparability

Impairment charges and reversals + capital gains and other related items + impact from acquisition accounting + changes in fair values of derivatives hedging future cash flow + other

Component used in calculating comparable operating profit and comparable EBITDA.

Income statement

Impairment charges and reversals

Impairment charges and related provisions (mainly dismantling), as well as the reversal of previously recorded impairment charges. Impairment charges are adjusted from depreciation and amortization, and reversals from other income.

Component used in calculating comparable operating profit and comparable EBITDA.

Income statement

Capital gains and other related items

Capital gains and transaction costs from acquisitions, which are adjusted from other income and other expenses respectively. Profits are reported in comparable operating profit, if this reflects the business model.

Component used in calculating comparable operating profit and comparable EBITDA.

Income statement

Business performance

Definition

Reason to use the measure

Reference to reconciliation

Impact from acquisition accounting

Non-cash accounting impact resulting from reclassifying part of Uniper's other comprehensive income to the income statement when Uniper was consolidated as a subsidiary.

Component used in calculating comparable operating profit and comparable EBITDA.

Income statement

Changes in fair values of derivatives hedging future cash flow

Effects from financial derivatives hedging future cash flows where hedge accounting is not applied or own use exemption cannot be used according to IFRS 9 and are adjusted from other income or expenses to sales and materials and services respectively when calculating Fortum's alternative performance measures.

Component used in calculating comparable operating profit and comparable EBITDA.

Income statement

Other

Restructuring and cost management expenses, and other miscellaneous non-operating items, which are adjusted mainly from materials and services or employee benefits.

Component used in calculating comparable operating profit and comparable EBITDA.

Income statement

Comparable share of profit/loss of associates and joint ventures

Share of profit/loss of associates and joint ventures +/- significant adjustments for share of profit /loss in principal associates and joint ventures.

Component used in calculating comparable net profit and comparable return on net assets.

Note 7 Comparable operating profit and comparable net profit

Comparable finance-costs - net

Finance costs – net +/- return from nuclear funds, nuclear fund adjustment and unwinding of nuclear provisions +/- fair value changes on financial items +/- impairment charges and reversals of previously recorded impairment charges on financial items.

Component used in calculating comparable net profit.

Note 7 Comparable operating profit and comparable net profit

132

Business performance

Definition

Reason to use the measure

Reference to reconciliation

Comparable profit before income tax

Comparable operating profit +/- comparable share of profit/loss of associates and joint ventures +/- comparable finance costs – net.

Subtotal in comparable net profit calculation.

Note 7 Comparable operating profit and comparable net profit

Comparable income tax expense

Income tax expense excluding taxes on items affecting comparability, adjustments to finance costs – net, tax rate changes and other onetime adjustments.

Component used in calculating comparable net profit.

Note 7 Comparable operating profit and comparable net profit

Comparable net profit

Comparable operating profit +/- comparable share of profit/loss of associates and joint ventures +/- comparable finance costs - net +/- comparable income tax expense +/- comparable non-controlling interests.

Comparable net profit is used to provide additional financial performance indicators to support meaningful comparison of underlying net profitability between periods.

Note 7 Comparable operating profit and comparable net profit

Comparable return on net assets, %

Comparable operating profit + comparable share of profit/loss in associates and joint ventures

x 100  

Comparable return on net assets is used in financial target setting and forecasting, management's follow up of financial performance and allocation of resources in the group's performance management process.

Note 6 Segment reporting

Comparable net assets average

Adjustment for Share of profit/loss in associates and joint ventures

Adjustment for material items affecting comparability.

Share of profit/loss in associates and joint ventures is included in profit component in the comparable return on net assets calculation and the adjustments are done based on similar components as in Items affecting comparability.

Note 6 Segment reporting

Capital structure

Definition

Reason to use the measure

Reconciliation

Comparable net assets

Non-interest-bearing assets - non-interest-bearing liabilities - provisions (non-interest-bearing assets and liabilities do not include finance-related items, tax and deferred tax and assets and liabilities from fair valuations of derivatives used for hedging future cash flows).

Comparable net assets is a component in Comparable return on net assets calculation where return on capital allocated directly to the businesses is measured.

Note 6 Segment reporting

Financial net debt / comparable EBITDA

Financial net debt

Financial net debt to comparable EBITDA is Fortum's long-term financial target for capital structure.

Note 5 Capital risk management

Comparable EBITDA

Comparable net debt / EBITDA

Interest-bearing net debt

Comparable net debt to EBITDA was the capital structure target of the Group until Q1 2020.

N/A

Comparable EBITDA

Financial net debt

Interest-bearing liabilities - liquid funds - securities in interest-bearing receivables +/- net margin liabilities/receivables

Financial net debt is used in the follow-up of the indebtedness of the group and it is a component in the capital structure target of Financial net debt to Comparable EBITDA.

Note 27 Interest-bearing liabilities

Adjusted net debt

Financial net debt + underfunded pension obligations and asset retirement obligations, net of share in nuclear waste funds

Adjusted net debt is used in the follow-up of the indebtedness of the group.

Note 27 Interest-bearing liabilities

Interest-bearing net debt

Interest-bearing liabilities - liquid funds

Until Q1 2020 interest-bearing net debt was used in the follow-up of the indebtedness of the group i.e. capital structure especially as a component in the long-term over-the-cycle financial target of Comparable net debt / EBITDA in the Group.

N/A

133

Capital structure

Definition

Reason to use the measure

Reconciliation

Return on capital employed (ROCE), %

Profit before taxes + interest and other financial expenses

x 100  

Until Q1 2020 return on capital employed (ROCE) was a long-term over the cycle financial ratio target measuring the profitability and how efficiently invested capital was used.

N/A

Capital employed average

Capital employed

Total assets - total non-interest bearing liabilities

Capital employed is the book value of the invested capital and it was used as a component when calculating the Return of capital employed in the group.

N/A

See } Note 1.4 Measures for performance and } Note 7 Comparable operating profit and comparable net profit.

Other key figures

Share based key figures

Earnings per share (EPS)

Profit for the period - non-controlling interests

Average number of shares during the period

Comparable earnings per share

Comparable net profit

Average number of shares during the period

Cash flow per share

Net cash from operating activities

Average number of shares during the period

Equity per share

Shareholders' equity

Number of shares at the end of the period

Payout ratio, %

Dividend per share

x 100

Earnings per share

Dividend yield, %

Dividend per share

x 100

Share price at the end of the period

Price/earnings (P/E) ratio

Share price at the end of the period

Earnings per share

Average share price

Amount traded in euros during the period

Number of shares traded during the period

Market capitalisation

Number of shares at the end of the period x share price at the end of the period

Trading volumes

Number of shares traded during the period in relation to the weighted average number of shares during the period

134

Other key figures

EBITDA

Operating profit + depreciations and amortisations

Funds from operations (FFO)

Net cash from operating activities before change in working capital

Capital expenditure

Capitalised investments in property, plant and equipment and intangible assets including maintenance, productivity, growth and investments required by legislation including borrowing costs capitalised during the construction period. Maintenance investments expand the lifetime of an existing asset, maintain usage/availability and/or maintains reliability. Productivity investments improve productivity in an existing asset. Growth investments' purpose is to build new assets and/or to increase customer base within existing businesses. Legislation investments are done at certain point of time due to legal requirements.

Gross investments in 
shares

  

Investments in subsidiary shares, shares in associated companies and joint ventures and other investments. Investments in subsidiary shares are net of liquid funds and grossed with interest-bearing liabilities and other items included in financial net debt in the acquired company.

Return on shareholders' equity (ROE), %

Profit for the year

x 100  

Total equity average

Gearing, %

Financial net debt

x 100

Total equity including non-controlling interests

Equity-to-assets ratio, %

Total equity including non-controlling interests

x 100

Total assets

Interest coverage

Operating profit

Net interest expenses

Interest coverage 
including capitalised borrowing costs

Operating profit

Net interest expenses - capitalised borrowing costs

Average number of employees

Based on monthly average for the whole period

Tax key figures

Effective income tax rate,%

Income tax expense

x 100  

Profit before income tax

Comparable effective income tax rate, %

Comparable income tax

 x 100

Comparable profit before income tax excluding share of profit/loss from associated companies and joint ventures

Weighted average applicable income tax rate

Sum of the proportionately weighted share of profits before taxes of each of the group’s operating country multiplied by an applicable nominal tax rate of the respective countries.

135

Reconciliations of alternative performance measures

Comparable EBITDA

EUR million

Note

2021

2020

IS Operating profit

-588

1,599

+ IS Depreciation and amortisation

1,281

1,090

EBITDA

693

2,688

- IS Items affecting comparability

7

3,124

-255

Comparable EBITDA

3,817

2,434

Comparable operating profit

EUR million

Note

2021

2020

IS Operating profit

-588

1,599

- IS Items affecting comparability

7

3,124

-255

IS Comparable operating profit

7

2,536

1,344

Items affecting comparability

EUR million

Note

2021

2020

Impairment charges and reversals

-83

2

Capital gains and other related items

3

2,681

765

Impact from acquisition accounting

-

-222

Changes in fair values of derivatives hedging future cash flow

-5,424

-675

Other

-299

386

IS Items affecting comparability

7

-3,124

255

Comparable net profit

EUR million

Note

2021

2020

IS Net profit

-114

1,855

- IS Items affecting comparability

7

3,124

-255

- Adjustments to share of profit/loss of associates and joint ventures

18

-38

0

- Adjustments to finance costs - net

11

-146

-48

- Adjustments to income tax expenses

-780

45

- IS Non-controlling interests

852

-32

- Adjustments to non-controlling interests

-1,121

-82

Comparable net profit

7

1,778

1,483

Comparable earnings per share

Note

2021

2020

Comparable net profit, EUR million

7

1,778

1,483

Average number of shares during the period, 1 000 shares

888,294

888,294

Comparable earnings per share, EUR

2.00

1.67

136

Financial net debt and adjusted net debt

EUR million

Note

31 Dec 2021

31 Dec 2020

+ Interest-bearing liabilities

17,220

10,662

- BS Liquid funds

7,592

2,308

- Non-current securities

111

98

- Collateral arrangement securities

549

432

- Securities in interest-bearing receivables

660

530

- BS Margin receivables

9,163

1,132

+ BS Margin liabilities

985

331

+/- Net margin liabilities/receivables

-8,179

-801

Financial net debt

27

789

7,023

+ BS Pension obligations

1,190

1,520

+ Other asset retirement obligations

872

821

- BS Share of Finnish and Swedish Nuclear Waste Funds

3,515

3,445

+ BS Nuclear provisions

3,891

3,866

+ Nuclear provisions net of assets in Nuclear Waste Funds

375

421

+ Total provisions net of assets in Nuclear Waste Funds

2,438

2,762

Adjusted net debt

3,227

9,784

Financial net debt/comparable EBITDA

EUR million

Note

2021

2020

+ Interest-bearing liabilities

17,220

10,662

- BS Liquid funds

7,592

2,308

- Non-current securities

111

98

- Collateral arrangement securities

549

432

- Securities in interest-bearing receivables

660

530

- BS Margin receivables

9,163

1,132

+ BS Margin liabilities

985

331

+/- Net margin liabilities/receivables

-8,179

-801

Financial net debt

27

789

7,023

IS Operating profit

-588

1,599

+ IS Depreciation and amortisation

1,281

1,090

EBITDA

693

2,689

- IS Items affecting comparability

3,124

-255

Comparable EBITDA

3,817

2,434

Financial net debt/comparable EBITDA

0.2

2.9

137

Parent company financial statements, Finnish GAAP (FAS)

Income statement

EUR

Note

2021

2020

Sales

2

138,653,366

115,411,878

Other income

3

8,154,517

6,973,020

Employee benefits

4

-54,312,599

-44,908,024

Depreciation, amortisation and write-downs

8

-10,476,708

-8,582,395

Other expenses

-123,370,573

-107,095,843

Operating loss

-41,351,995

-38,201,364

Financial income and expenses

6

1,658,966,966

1,514,790,424

Profit before appropriations and income tax

1,617,614,971

1,476,589,060

Appropriations

-909,896

-

Group contributions received 1)

235,685,000

233,438,000

Profit before income tax

1,852,390,074

1,710,027,060

Income tax expense

7

-36,363,330

-31,505,510

Profit for the year

1,816,026,744

1,678,521,550

1)Taxable profits transferred from Finnish subsidiaries.

Balance sheet

EUR

Note

31 Dec 2021

31 Dec 2020

ASSETS

Non-current assets

Intangible assets

8

32,746,447

34,662,194

Property, plant and equipment

8

7,404,389

7,334,897

Shares in Group companies

8

16,176,622,539

16,201,939,149

Interest-bearing receivables from Group companies

8

7,050,724,884

5,045,167,286

Interest-bearing receivables from associated companies

8

1,503,943

1,415,476

Other non-current assets

8

161,547

110,000

Derivative financial instruments

13, 14

59,505,726

186,647,390

Deferred tax assets

3,661,428

6,348,686

Total non-current assets

23,332,330,902

21,483,625,079

Current assets

Other current receivables from Group companies

9

377,081,611

248,621,578

Other current receivables from associated companies

513,126

40,920

Derivative financial instruments

13, 14

138,448,001

210,402,684

EUR

Note

31 Dec 2021

31 Dec 2020

Other current receivables

9

18,236,847

22,182,143

Deposits and securities (maturity over three months)

-

363,372,670

Cash and cash equivalents

4,240,206,975

1,348,674,226

Liquid funds

4,240,206,975

1,712,046,896

Total current assets

4,774,486,560

2,193,294,222

Total assets

28,106,817,462

23,676,919,300

EQUITY

Shareholders' equity

10

Share capital

3,046,185,953

3,046,185,953

Share premium

2,821,690,902

2,821,690,902

Hedging reserve

-13,279,837

-24,202,381

Retained earnings

3,945,170,314

3,261,538,565

Profit for the year

1,816,026,744

1,678,521,550

Total equity

11,615,794,077

10,783,734,590

Accumulated appropriations

909,896

-

Provisions for liabilities and charges

343,198

2,636,509

LIABILITIES

Non-current liabilities

External interest-bearing liabilities

11, 13, 14

6,481,656,534

7,060,135,440

Interest-bearing liabilities to Group companies

5,567,468,774

4,334,630,712

Interest-bearing liabilities to associated companies

227,507,037

293,355,523

Derivative financial instruments

13, 14

37,050,594

71,935,077

Other non-current liabilities

27,589,524

27,936,234

Total non-current liabilities

12,341,272,463

11,787,992,985

Current liabilities

External interest-bearing liabilities

11

3,837,837,491

818,108,111

Interest-bearing liabilities to associated companies

61,701,555

-

Trade and other payables to Group companies

12

34,846,355

31,346,824

Trade and other payables to associated companies

12

1,475,327

4,018,710

Derivative financial instruments

13, 14

123,639,596

114,628,492

Trade and other payables

12

88,997,502

134,453,079

Total current liabilities

4,148,497,827

1,102,555,216

Total liabilities

16,489,770,290

12,890,548,202

Total equity and liabilities

28,106,817,462

23,676,919,300

138

Cash flow statement

EUR 1,000

2021

2020

Cash flow from operating activities

Profit for the year

1,816,027

1,678,522

Adjustments:

Income tax expense

36,363

31,506

Group contributions

-235,685

-233,438

Finance costs - net

-1,658,967

-1,514,790

Depreciation, amortisation, write-downs and appropriations

11,320

8,582

Operating profit before depreciation (EBITDA)

-30,942

-29,619

Non-cash flow items

-2,975

2,623

Interest and other financial income received

34,307

34,970

Interest and other financial expenses paid

-72,118

-51,724

Dividends received

1,582,270

1,129,720

Group contributions received

233,438

286,059

Realised foreign exchange gains and losses

127,949

-75,092

Income taxes paid

-63,226

-35,403

Funds from operations

1,808,703

1,261,534

Other short-term receivables increase(-)/decrease(+)

1,664

-915

Other short-term payables increase(+)/decrease(-)

-460

19,729

Change in working capital

1,204

18,814

Net cash from operating activities

1,809,907

1,280,348

Cash flow from investing activities

Capital expenditures

-12,027

-13,215

Acquisition of shares and capital contributions in subsidiaries

-

-8

Acquisition of other shares

-52

-

Proceeds from sales of shares

126,504

921,162

Proceeds from sales of property, plant and equipment

1,415

148

Change in interest-bearing receivables and other non-current assets

-2,129,895

-2,092,580

Net cash used in investing activities

-2,014,054

-1,184,492

Cash flow before financing activities

-204,147

95,856

EUR 1,000

2021

2020

Cash flow from financing activities

Proceeds from long-term liabilities

2,674,819

2,455,419

Payment of long-term liabilities

-2,095,218

-366,156

Change in cashpool liabilities

1,232,838

-882,562

Change in short-term liabilities

1,915,137

222,360

Dividends paid

-995,268

-977,408

Net cash from financing activities

2,732,307

451,653

Net increase(+)/decrease(-) in liquid funds

2,528,160

547,508

Liquid funds at the beginning of the year

1,712,047

1,164,539

Liquid funds at the end of the year

4,240,207

1,712,047

139

Notes to the Parent Company Financial Statements, FAS

1 Accounting policies and principles

The financial statements of Fortum Oyj for the year ended 31 December 2021 are prepared in accordance with Finnish Accounting Standards (FAS).

1.1 Sales

Sales include sales revenue from actual operations and exchange rate differences on trade receivables, less discounts and indirect taxes such as value added tax.

1.2 Other income

Other income includes gains on the sales of property, plant and equipment and shareholdings, as well as all other operating income not related to the sales of products or services, such as rents.

1.3 Foreign currency items and derivative instruments

Transactions denominated in foreign currencies have been valued using the exchange rate at the date of the transaction. Receivables and liabilities denominated in foreign currencies outstanding on the balance sheet date have been valued using the exchange rate quoted on the balance sheet date. Exchange rate differences have been entered in the financial net in the income statement.

Fortum Oyj enters into derivative contracts mainly for hedging foreign exchange and interest rate exposures in Fortum Group.

Fortum Oyj applies IFRS 9 Financial Instruments standard for derivative instruments and hedge accounting in statutory financial statements. Accounting principles on financial derivatives, see } Note 4 Financial risk management, } Note 14 Financial assets and liabilities by categories and } Note 15 Financial assets and liabilities by fair value hierarchy in the Consolidated financial statements.

1.4 Income taxes

Income taxes presented in the income statement consist of accrued taxes for the financial year and tax adjustments for prior years.

1.5 Shares in group companies

The balance sheet value of shares in group companies consists of historical costs less write-downs. If the estimated future cash flows generated by a non-current asset are expected to be permanently lower than the carrying amount, an adjustment to the value is made to write-down the difference as an expense. If the basis for the write-down can no longer be justified at the balance sheet date, it is reversed.

1.6 Intangible assets and Property, plant and equipment

The balance sheet value of intangible assets and property, plant and equipment consists of historical costs less depreciation and possible write-downs. Intangible assets and Property, plant and equipment are depreciated using straight-line depreciation based on the expected useful life of the asset.

The depreciation is based on the following expected useful lives:

Machinery and equipment3 – 15 years

Intangible assets5 – 10 years

1.7 Pension expenses

Statutory pension obligations are covered through a compulsory pension insurance policy or Group's own pension fund. Costs for pension fund are recorded in the income statement based on contributions paid pursuant to the Finnish pension laws and regulations.

1.8 Long-term incentive schemes

Costs related to the Fortum long-term incentive plans are accrued over the earnings period and the related liability is booked to the balance sheet.

1.9 Provisions

Foreseeable future expenses and losses that have no corresponding revenue to which Fortum is committed or obliged to settle, and whose monetary value can be reasonably assessed, are entered as expenses in the income statement and included as provisions on the balance sheet.

2 Sales by market area

EUR 1,000

2021

2020

Finland 

66,021

56,758

Other countries

72,632

58,654

Total

138,653

115,412

3 Other income

EUR 1,000

2021

2020

Rental and other income

8,155

6,973

Total

8,155

6,973

140

4 Employee benefits

EUR 1,000

2021

2020

Personnel expenses

Wages, salaries and remunerations

43,226

35,938

Indirect employee costs

Pension costs  

6,822

5,129

Other indirect employee costs

1,549

1,188

Other personnel expenses

2,715

2,654

Total

54,313

44,908

2021

2020

EUR 1,000

Markus Rauramo, President and CEO

Markus Rauramo, President and CEO from 1 July 2020

Pekka Lundmark, President and CEO until 1 July 2020

Compensation for the President and CEO

Salaries and fringe benefits

1,559

808

521

Performance bonuses 1)

423

82

-

Share-based incentives 1)

1,006

249

94

Pensions (statutory)

311

140

82

Pensions (voluntary)

315

158

132

Social security expenses

69

31

18

Total

3,683

1,467

848

1)Based on estimated amounts.

EUR 1,000

2021

2020

Compensation for the Board of Directors

504

593

The compensation above is presented on accrual basis. Paid salaries and remunerations for the President and CEO Markus Rauramo were EUR 2,821 thousand (2020: 808).

For the President and CEO Markus Rauramo the retirement age is determined in accordance with the Finnish Employees’ Pension Act. The pension obligations are covered through insurance company.

Board members are not in an employment relationship or service contract with Fortum, and they are not given the opportunity to participate in Fortum’s STI or LTI programme, nor does Fortum have a pension plan that they can opt to take part in. The compensation of the board members is not tied to the sustainability performance of the Group.

See } Note 10 Employee benefits and Board remuneration and } Note 31 Pension obligations in the Consolidated financial statements.

2021

2020

Average number of employees

374

329

5 Auditor's fees

EUR 1,000

2021

2020

Audit fees

833

687

Audit-related assignments

99

20

Tax assignments

-

30

Total

932

738

Deloitte Oy is the appointed auditor until the next Annual General Meeting, to be held in 2022. Audit fees include fees for the audit of the consolidated financial statements, review of the interim reports as well as the fees for the audit of Fortum Oyj. Audit-related assignments include fees for assurance of sustainability reporting and other assurance and associated services related to the audit. Tax assignments include fees for tax advice services.

6 Financial income and expenses

EUR 1,000

2021

2020

Dividend income from group companies

1,582,270

1,129,720

Interest and other financial income from group companies

42,957

39,768

Interest and other financial income from associated companies

7

10

Gains on sale of shares

101,187

420,701

Interest and other financial income

475

1,065

Exchange rate differences

-82

1,763

Changes in fair values of derivatives

9,686

-4,439

Interest and other financial expenses to group companies

-2,597

-2,699

Interest and other financial expenses

-74,937

-71,099

Total

1,658,967

1,514,790

Interest income

38,153

35,612

Interest expenses

-71,500

-68,213

Interest costs - net

-33,347

-32,601

141

7 Income tax expense

EUR 1,000

2021

2020

Taxes on regular business operations

-10,774

-15,182

Taxes on group contributions

47,137

46,688

Total

36,363

31,506

Current taxes for the period

36,421

32,116

Current taxes for prior periods

-15

-1

Changes in deferred tax

-43

-610

Total

36,363

31,506

8 Non-current assets

Intangible assets

EUR 1,000

Total

Cost 1 January 2021

65,175

Additions

12,148

Disposals

-9,218

Cost 31 December 2021

68,104

Accumulated depreciation 1 January 2021

30,512

Disposals

-4,050

Depreciation for the year

8,896

Accumulated depreciation 31 December 2021

35,358

Carrying amount 31 December 2021

32,746

Carrying amount 31 December 2020

34,662

Property, plant and equipment

EUR 1,000

Machinery and equipment

Advances paid and construction in progress

Total

Cost 1 January 2021

10,502

3,335

13,837

Additions and transfers between categories

511

2,258

2,768

Disposals

-1,123

-787

-1,910

Cost 31 December 2021

9,890

4,806

14,696

Accumulated depreciation 1 January 2021

6,502

-

6,502

Disposals

-727

-

-727

Depreciation for the year

1,516

-

1,516

Accumulated depreciation 31 December 2021

7,292

-

7,292

Carrying amount 31 December 2021

2,598

4,806

7,404

Carrying amount 31 December 2020

4,000

3,335

7,335

Investments

EUR 1,000

Shares
in Group
companies

Partici- pation in associated companies

Recei-

vables
from Group
companies

Recei-vables
from
associated
companies

Other
non-current
assets

Total

Cost 1 January 2021

17,346,949

5,656

5,045,167

16,691

8,092

22,422,557

Additions 1)

2,005,558

88

52

2,005,698

Disposals

-25,317

-25,317

Cost 31 December 2021

17,321,633

5,656

7,050,725

16,780

8,144

24,402,938

Accumulated write-downs 1 January 2021

1,145,010

5,656

-

15,276

7,982

1,173,925

Accumulated write-downs 31 December 2021

1,145,010

5,656

-

15,276

7,982

1,173,925

Carrying amount 31 December 2021

16,176,623

0

7,050,725

1,504

162

23,229,013

Carrying amount 31 December 2020

16,201,940

-

5,045,168

1,415

110

21,248,632

1)Additions regarding shares comprise acquisitions of shares and capital contributions and reclassification between other non-current assets and shares in Group companies.

142

9 Other current receivables

EUR 1,000

2021

2020

Other current receivables from group companies

Trade receivables

14,435

12,209

Group contribution and other receivables

359,560

233,438

Accrued income and prepaid expenses

3,086

2,974

Total

377,082

248,621

Other current receivables

Trade receivables

719

79

Other receivables

3,236

3,289

Accrued income and prepaid expenses

14,282

18,814

Total

18,237

22,182

See } Note 4.2 Liquidity and refinancing risk in the Consolidated financial statements.

10 Changes in shareholders' equity

EUR 1,000

Share
capital

Share
premium

Hedging reserve

Retained
earnings

Total

1 January 2021

3,046,186

2,821,691

-24,202

4,940,060

10,783,735

Cash dividend

-994,890

-994,890

Change in hedging reserve

10,923

10,923

Profit for the year

1,816,027

1,816,027

31 December 2021

3,046,186

2,821,691

-13,279

5,761,197

11,615,794

1 January 2020

3,046,186

2,821,691

-19,534

4,238,662

10,087,004

Cash dividend

-977,124

-977,124

Change in hedging reserve

-4,668

-4,668

Profit for the year

1,678,522

1,678,522

31 December 2020

3,046,186

2,821,691

-24,202

4,940,060

10,783,734

EUR 1,000

2021

2020

Distributable funds

Retained earnings 31 December

5,761,197

4,940,060

Hedging reserve

-13,280

-24,202

Total

5,747,917

4,915,858

11 Interest-bearing liabilities

EUR 1,000

2021

2020

External interest-bearing loans

Bonds

2,706,115

3,758,061

Loans from financial institutions

3,086,153

2,450,263

Other long-term interest-bearing loans

689,389

851,812

Total long-term interest-bearing loans

6,481,657

7,060,135

Current portion of long-term bonds

999,152

499,689

Current portion of loans from financial institutions

462,908

13,695

Other short-term interest-bearing loans

2,375,777

304,725

Total short-term interest-bearing loans

3,837,837

818,108

Total 1)

10,319,494

7,878,244

Maturity of external interest-bearing loans

EUR 1,000

2021

2022

3,837,837

2023

3,373,685

2024

717,477

2025

17,581

2026

771,780

2027 and later

1,601,134

Total 1)

10,319,494

See } Note 4.2 Liquidity and refinancing risk and } Note 27 Interest-bearing liabilities in the Consolidated financial statements.

External interest-bearing loans due after five years 1)

EUR 1,000

2021

2020

Bonds

845,538

1,631,999

Other long-term loans

755,596

936,606

Total

1,601,134

2,568,604

1)Excludes loans to Group and associated companies.

Other interest-bearing loans due after five years

EUR 1,000

2021

2020

Interest-bearing loans to associated companies

227,507

293,356

Total

227,507

293,356

Non-discounted cash flows of interest-bearing loans and their maturities, see } Note 13 Financial derivatives.

143

12 Trade and other payables

EUR 1,000

2021

2020

Trade and other payables to group companies

Trade payables

5,273

1,615

Deposits from group companies and other liabilities

29,573

29,616

Accruals and deferred income

-

116

Total

34,846

31,347

Trade and other payables to associated companies

Accruals and deferred income

1,475

4,019

Total

1,475

4,019

Trade and other payables

Trade payables

23,098

25,370

Other liabilities

4,443

6,137

Accruals and deferred income

61,456

102,945

Total

88,998

134,453

13 Financial derivatives

Interest rate and currency derivatives by instrument 2021

Notional amount

Fair value

Remaining lifetimes

EUR 1,000

Under 1 year

1-5 years

Over
5 years

Total

Positive

Negative

Net

Hedge accounting

Foreign exchange derivatives

482,534

271,364

-

753,898

10,838

10,891

-52

Interest rate swaps

1,300,000

1,322,558

1,175,000

3,797,558

71,385

26,972

44,413

Cross currency swaps

214,384

46,957

-

261,341

29,996

1,963

28,032

Non-hedge accounting

Foreign exchange derivatives

13,700,810

331,925

-

14,032,734

85,461

119,935

-34,474

Interest rate swaps

-

34,145

-

34,145

273

93

180

Cross currency swaps

-

23,656

-

23,656

-

836

-836

Total

15,697,728

2,030,606

1,175,000

18,903,334

197,954

160,690

37,264

Of which long-term

59,506

37,051

22,455

Short-term

138,448

123,640

14,808

Interest rate and currency derivatives by instrument 2020

Notional amount

Fair value

Remaining lifetimes

EUR 1,000

Under 1 year

1-5 years

Over
5 years

Total

Positive

Negative

Net

Hedge accounting

Foreign exchange derivatives

450,201

177,048

-

627,249

8,802

9,114

-312

Interest rate swaps

825,000

1,874,658

1,675,000

4,374,658

153,721

61,068

92,653

Cross currency swaps

14,056

261,341

-

275,397

38,182

3,087

35,095

Non-hedge accounting

Foreign exchange derivatives

9,529,153

572,978

-

10,102,131

196,345

111,668

84,677

Interest rate swaps

-

19,932

-

19,932

-

259

-259

Cross currency swaps

-

23,656

-

23,656

-

1,367

-1,367

Total

10,818,410

2,929,613

1,675,000

15,423,023

397,050

186,563

210,487

Of which long-term

186,647

71,935

114,712

Short-term

210,403

114,628

95,775

Maturity analysis of interest-bearing loans and derivatives

Interest-bearing loans are non-discounted expected cash flows including future interest payments and amortisations. Interest rate and currency derivatives represent the fair value of the derivatives on the balance sheet.

2021

2020

EUR 1,000

Under
1 year

1-5 years

Over 5 years

Total

Under
1 year

1-5 years

Over 5 years

Total

Interest-bearing loans

4,006,987

5,034,504

2,000,842

11,042,334

948,619

4,642,160

2,998,928

8,589,707

Interest rate and currency
derivatives

123,640

18,540

18,510

160,690

114,628

35,084

36,851

186,564

Interest rate and currency derivative receivables

-138,448

-29,386

-30,120

-197,954

-210,403

-104,049

-82,598

-397,050

Total

3,992,179

5,023,659

1,989,233

11,005,070

852,844

4,573,195

2,953,180

8,379,220

Interest-bearing loans include loans from the State Nuclear Waste Management Fund and Teollisuuden Voima Oyj of EUR 1,165 million (2020: 1,145). These loans are renewed yearly and the related interest payments are calculated for ten years in the table above.

144

14 Derivatives and liabilities by fair value hierarchy

Fair value measurements are classified using a fair value hierarchy, i.e. Level 1, Level 2 and Level 3 that reflects the significance of the inputs used in making the measurements. For further information see accounting principles in Fortum consolidated accounts } Note 15 Financial assets and liabilities by fair value hierarchy.

Derivatives at fair value in financial assets

Level 1

Level 2

Level 3

Total

EUR 1,000

2021

2020

2021

2020

2021

2020

2021

2020

In non-current assets

Derivative financial instruments

Interest rate and currency derivatives

Hedge accounting

54,867

171,797

54,867

171,797

Non-hedge accounting

4,639

14,851

4,639

14,851

In current assets

Derivative financial instruments

Interest rate and currency derivatives

Hedge accounting

57,353

28,868

57,353

28,868

Non-hedge accounting

81,095

181,535

81,095

181,535

Total

197,954

397,050

197,954

397,050

Derivatives and liabilities at fair value in financial liabilities

Level 1

Level 2

Level 3

Total

EUR 1,000

2021

2020

2021

2020

2021

2020

2021

2020

In non-current liabilities

Interest-bearing liabilities 1)

1,669,072

2,145,032

1,669,072

2,145,032

Derivative financial instruments

Interest rate and currency derivatives

Hedge accounting

32,085

56,525

32,085

56,525

Non-hedge accounting

4,966

15,410

4,966

15,410

In current liabilities

Derivative financial instruments

Interest rate and currency derivatives

Hedge accounting

7,742

16,703

7,742

16,703

Non-hedge accounting

115,898

97,926

115,898

97,926

Total

1,829,762

2,331,595

1,829,762

2,331,595

1)Fair valued part of bond in the fair value hedge relationship.

Net fair value amount of interest rate and currency derivatives was EUR 37 million (2020: 210), including assets EUR 197 million (2020: 397) and liabilities, EUR 161 million (2020: 187). Fortum Corporation has cash collaterals based on Credit Support Annex agreements with some counterparties. At the end of December 2021 Fortum Corporation had received EUR 40 million (2020: 109) from Credit Support Annex agreements. The received cash has been booked as a short-term interest-bearing liability.

15 Contingent liabilities and other commitments

EUR 1,000

2021

2020

On own behalf

Other contingent liabilities

832

438

On behalf of group companies

Guarantees

3,794,749

1,330,784

On behalf of associated companies

Guarantees

280,610

359,497

Total

4,076,191

1,690,719

145

In 2021 Fortum signed an EUR 8 billion credit facility agreement with Uniper comprising tranches for both a shareholder loan and a parent company guarantee. As a part of the intra-group credit facility agreement, Fortum Oyj provided a guarantee facility of EUR 4 billion to Uniper, of which EUR 2 billion parent company guarantee was outstanding at 31 December 2021.

Operating lease commitments

EUR 1,000

2021

2020

Due within one year

5,727

7,884

Due after one year and within five years

17,294

19,322

Due after five years

3,010

7,093

Total

26,031

34,299

16 Related party transactions

See } Note 38 Related party transactions in the Consolidated financial statements.

Investments in group companies, associated companies and other holdings

No. of shares

Holding %

units

  

Investments in group companies

Fortum Waste Solutions Oy

Finland

3,520,800

100.00

Fortum Heat and Gas Oy

Finland

2,000,000

100.00

Fortum Clean Oy

Finland

100

100.00

Fortum Norm Oy

Finland

250

100.00

Fortum Power and Heat Oy

Finland

91,197,543

100.00

Fortum Real Estate Oy

Finland

2,000,000

100.00

Fortum Holding B.V.

Netherlands

61,062

100.00

Fortum India Private Ltd

India

1

0.10

Fortum Finance Ireland Designated Activity Company

Ireland

25,000

100.00

Fortum Sweden AB

Sweden

1,000,000

100.00

Investments in associated companies

Wello Oy

Finland

272,828

18.60

Other holdings

AW-Energy Oy

Finland

2,854,688

3.43

Clic Innovation Oy

Finland

100

3.80

East Office of Finnish Industries Oy

Finland

1

5.88

Green Industry Park Oy

Finland

19

19.00

Prototype Carbon Fund

USA

N/A

17 Events after the balance sheet date

On 24 February 2022, Russia started a widespread invasion into Ukraine. As a consequence, the US, the EU and the UK amongst others have imposed sanctions targeting Russia’s ability to access capital and financial markets, sanctioning numerous individuals and banks; as well as trading in general. These sanctions and possible counter sanctions as well as further reactions by the US, the EU and the UK could impact Fortum’s operations in Russia.

Meanwhile, uninterrupted gas supply from Russia to Europe has continued. Fortum’s Russian operations are also running normally.

Given the uncertainty and risks arising from the geopolitical situation, including imposed sanctions and possible future sanctions and counter sanctions and their consequences, there may be significant impact to the fair values and economic lives of assets; as well as on the commodity prices and related margining requirements in Europe. The book value of Fortum’s Russian assets, including the exposure in the Nord Stream 2 pipeline project, was approximately EUR 5.5 billion as of 31 December 2021. Fortum is currently assessing the impact of recent developments and mitigating measures, and specifically the following:

Germany has halted the certification of the gas pipeline Nord Stream 2, while the US has sanctioned Nord Stream 2 AG, its subsidiaries and the CEO. Fortum has, within its Uniper segment, a financial receivable of approximately EUR 1 billion related to the Nord Stream 2 pipeline project.
The Russian rouble (RUB) has depreciated significantly from the closing rate as of 31 December 2021. If this prevails, it has a negative translation impact on Fortum Group’s earnings, assets and liabilities denominated in RUB.
The above-mentioned events have led to an increase in European commodity prices and corresponding margining outflows for the Fortum Group. Due to the de-risking and financing measures taken, this has not materially deteriorated Fortum’s overall liquidity situation.

Fortum actively monitors the situation in order to ensure continued compliance with prevailing rules and applicable sanctions laws.

See the Risk management section in the Operating and financial review.

On 18 January 2022, Fortum announced that 1.3 GW portfolio of wind projects is being transferred from the Fortum-Rusnano wind investment fund (50/50 joint venture) to a joint venture recently established with Bank GPB. Upon the transfer, the joint venture of Fortum-Rusnano wind investment fund will be dissolved.

146

Signatures for the operating and financial review and financial statements

Espoo, 2 March 2022

Veli-Matti Reinikkala

Anja McAlister

Philipp Rösler

Teppo Paavola

Essimari Kairisto

Annette Stube

Luisa Delgado

Markus Rauramo

President and CEO

The auditor’s note

Our auditor’s report has been issued today.

Espoo, 2 March 2022

Deloitte Oy

Audit Firm

Jukka Vattulainen

Authorised Public Accountant (KHT)

147

Auditor’s report

(Translation of the Finnish original)

To the Annual General Meeting of Fortum Oyj

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Fortum Oyj (business identity code 1463611-4) for the year ended 31 December, 2021. The financial statements comprise the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in total equity, consolidated cash flow statement and notes to the consolidated financial statements, including a summary of significant accounting policies, as well as the parent company’s income statement, balance sheet, cash flow statement and notes to the financial statements.

In our opinion

the consolidated financial statements give a true and fair view of the group’s financial position, financial performance and cash flows in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU,
the financial statements give a true and fair view of the parent company’s financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements.

Our opinion is consistent with the additional report submitted to the Audit Committee.

Basis for Opinion

We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 8 to the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence of management bias that represented a risk of material misstatement due to fraud.

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Key audit matter

How our audit addressed the key audit matter

Fair value of commodity derivatives and liquidity

Refer to Notes 4, 6, 7, 8, 9, 14, 15 and 27

Fortum’s business is exposed to fluctuations in prices and availability of commodities used in the production, transmission and sales of energy products. The main exposure is toward electricity and gas prices and volumes, prices and volumes of emission allowances, and prices and availability of fuels relating to Fortum’s sales EUR 112,400 million (EUR 49,015 million) and materials EUR 103,923 million (EUR 43,377 million). Fortum hedges its exposure to commodity market risks in order to reduce volatility in cash flow and to increase the predictability of future results. The fair values of derivatives and their changes may have a material effect on Fortum's financial statements. Higher commodity prices increase the net margining payments which are mainly settled with cash. As a result of the recent increase in commodity prices, the cash-flow risk related to margin calls on the Group’s hedges has increased substantially during 2021.
Our audit procedures included the assessment of Fortum's internal controls related to derivative transactions, hedging activities and the determination of fair values.
We have assessed the appropriateness of the valuation models used by Fortum, including the assumptions used in the models. We have validated model input data with observable external information.
We have conducted audit procedures regarding the existence and completeness of open derivative contracts.
We have assessed the appropriateness of accounting application according to the requirements of IFRS 9.
We have assessed the risk scenario prepared by Fortum over further price changes and impact to liquidity requirements for margin calls and Fortum’s ability to meet liquidity requirements for the next 12 months.
In December 31, 2021, assets related to commodity derivative financial instruments in Fortum’s consolidated balance sheet amounts to EUR 82,147 million (EUR 10,417 million) and liabilities to EUR 88,458 million (EUR 10,295 million). The Margin receivables related to the derivative financial instruments amounted EUR 9,163 million (EUR 1,132 million) and liabilities to EUR 985 million (EUR 331 million). Changes in the fair value of derivatives hedging future cash flows in items affecting the comparability in the income statement amount to EUR -5,424 million (EUR -675 million) and cash flow hedges in other equity components to EUR -1,138 million (EUR -158 million).
We have assessed the appropriate presentation of derivatives and the liquidity measures in the consolidated financial statements.

Due to the increased commodity prices at the year-end 2021, mitigating actions were taken to increase liquidity and reduce the positions exposed to margin calls. To manage this volatility and high price levels, Fortum took financing measures to secure its liquidity position and ability to cover changes in margin requirements. In December 2021, Fortum withdrew revolving credit facility of EUR 1,750 million to manage sufficient liquidity for possible further increases in commodity prices and consequent further additional requirement of collateral payments. Furthermore, Fortum signed new bilateral financing agreements to mitigate the liquidity position. These agreements consisted of a EUR 400 million term loan and a EUR 500 million term loan and a revolving credit facility of EUR 800 million, of which EUR 500 million was drawn as of 31 December 2021.

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Key audit matter

How our audit addressed the key audit matter

Valuation of property, plant and equipment and goodwill

Refer to Notes 1, 2, 3, 16, 17 and 19.

The consolidated balance sheet includes property, plant and equipment amounting to EUR 18,319 million (EUR 18,641 million) and goodwill amounting to EUR 1,021 million (EUR 1,069 million).
We have evaluated the process how management has assessed the indicators for potential impairment. We have performed audit procedures on impairment models relating to material cash generating units.
At the end of each reporting period management has to assess whether there is any indication that asset may be impaired. If any such indication exists, the recoverable amount of the asset is estimated. Goodwill is subject to annual impairment test.
We have obtained entity’s impairment testing documentation for goodwill and energy production assets and tested and evaluated the rationale of key assumptions applied by management on a sample basis, including commodity price forecasts, profit and cash flow forecasts, terminal values, foreign exchange rates and the selection of discount rates.
The main assumptions used in the valuation of energy and heat production property, plant and equipment and goodwill relate to the estimated future operating cash flows and the discount rates that are used in calculating the present value.
The potential indicators for impairment are among other things changes in electricity and fuel prices, regulatory/political risk relating to energy taxes, price regulations and limitations to the lifetime of production assets, coupled with changes in anticipated impacts arising from climate change.
The assumptions used in the valuation of the balances in question require management judgment.
We have compared, that the forecasts used in the impairment testing calculations are based on forecasts approved by management.
We challenged management’s assumptions and judgments with reference to historical data and, where applicable, external benchmarks.
We assessed the models used in the impairment testing and carried out our testing for the sensitivity calculations.
We have assessed management’s assessment of climate change impact to Fortum’s business and how this has been taken into account in determining the cashflows used in impairment testing.
Estimates are also made in an acquisition when determining the fair values and remaining useful lives of acquired intangible and tangible assets.
We assessed the adequacy of related disclosures in the financial statements.

Key audit matter

How our audit addressed the key audit matter

Shares in Nuclear Waste Funds and Nuclear provisions

Refer to Notes 2 and 29.

Fortum’s balance sheet includes Nuclear related provisions amounting to EUR 3,891 million
(EUR 3,866 million) and Fortum’s share of the Nuclear Waste Management Fund amounting to
EUR 3,515 million (EUR 3,445 million).
Fortum's nuclear related provisions and the related part of the Nuclear Waste Management Fund are both presented separately in the balance sheet as disclosed in note 29.
We have assessed Fortum’s accounting manual and principles for Nuclear Decommissioning Accounting, whether they are in line with IFRS accounting principles.
We have assessed the assumptions and judgments made and adopted by the management in the accounting for the nuclear waste provisions and share in nuclear waste management fund which have been based on current legislation and submitted by authorities.
Fortum's share in the Nuclear Waste Management Funds is accounted for according to IFRIC 5 which states that the fund assets are measured at the lower of fair value or the value of the related liabilities.
Due to complexity and materiality, the accounting treatment for nuclear decommissioning is complex and requires application of special accounting practice and management judgment when forming estimates for the basis of accounting such as technical plans, timing, cost estimates and discount rate.
We assessed the adequacy of related disclosures in the financial statements.

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Emphasis of Matter – Subsequent Events

We draw your attention to the note 39. “Events after the balance sheet date” of the financial statements, which describes the uncertainties and risks caused by the geopolitical situation which may have impact to fair value of assets and on the commodity prices and related margining requirements in Europe. Our opinion is not modified in respect of this matter.

Responsibilities of the Board of Directors and the President and CEO for the Financial Statements

The Board of Directors and the President and CEO are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the President and CEO are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors and the President and CEO are responsible for assessing the parent company’s and the group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so.

Auditor’s responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or the group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of the Board of Directors’ and the President and CEO use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company’s or the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the parent company or the group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events so that the financial statements give a true and fair view.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Reporting Requirements

Information on our audit engagement

We were first appointed as auditors by the Annual General Meeting on 16.3.2006, and our appointment represents a total period of uninterrupted engagement of 16 years.

Other Information

The Board of Directors and the President and CEO are responsible for the other information. The other information comprises the Operating and Financial Review and the information included in the Financials, but does not include the financial statements and our auditor´s report thereon. We have obtained the Operating and Financial Review prior to the date of this auditor’s report, and the Financials is expected to be made available to us after that date.

Our opinion on the financial statements does not cover the other information.

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In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to Operating and Financial Review, our responsibility also includes considering whether the Operating and Financial Review has been prepared in accordance with the applicable laws and regulations.

In our opinion, the information in the Operating and Financial Review is consistent with the information in the financial statements and the Operating and Financial Review has been prepared in accordance with the applicable laws and regulations.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor´s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Other opinions

We support that the financial statements should be adopted. The proposal by the Board of Directors regarding the use of the profit shown on the balance sheet is in compliance with the Limited Liability Companies Act. We support that the Board of Directors of the parent company and the President and CEO should be discharged from liability for the financial period audited by us.

Espoo, 2 March 2022

Deloitte Oy

Audit Firm

Jukka Vattulainen

Authorised Public Accountant (KHT)

152

Auditor’s assurance report of ESEF financial statements

(Translation of the Finnish Original)

Independent auditor’s report on the ESEF consolidated financial statements of Fortum Oyj

To the Board of Directors of Fortum Oyj

We have performed a reasonable assurance engagement on whether the iXBRL tagging of the consolidated financial statements in the ESEF consolidated financial statements (FORTUMOYJ-2021-12-31-fi.zip) of Fortum Oyj (1463611-4) for the financial year 1 January.- 31 December 2021 has been prepared in accordance with the requirements of Article 4 of Commission Delegated Regulation (EU) 2018/815 (ESEF RTS).

Responsibilities of the Board of Directors and the Managing Director

The Board of Directors and Managing Director are responsible for the preparation of the report of the Board of Directors and financial statements (ESEF financial statements) that comply with the requirements of ESEF RTS. This responsibility includes:

preparation of ESEF financial statements in XHTML format in accordance with Article 3 of ESEF RTS
tagging the consolidated financial statements in the ESEF financial statements with iXBRL tags in accordance with Article 4 of ESEF RTS, and
ensuring consistency between ESEF financial statements and audited financial statements.

The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of ESEF financial statements in accordance with the requirements of ESEF RTS.

Auditor’s Independence and Quality Control

We are independent of the company in accordance with the ethical requirements that are applicable in Finland and are relevant to the engagement we have performed, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

The auditor applies International Standard on Quality Control 1 and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, profes-sional standards, and applicable legal and regulatory requirements.

Auditor’s Responsibilities

In accordance with the engagement letter, we express an opinion on whether the tagging of the consolidated financial statements in the ESEF financial statements has been prepared in all material respects in accordance with the require-ments of Article 4 of ESEF RTS. We conducted a reasonable assurance engagement in accordance with International Standard on Assurance Engagements ISAE 3000.

The engagement includes procedures to obtain evidence on:

whether the tagging of the consolidated financial statements in the ESEF financial statements has been prepared in all material respects in accordance with the requirements of Article 4 of ESEF RTS, and
whether the ESEF financial statements are consistent with the audited financial statements.

The nature, timing and extent of the procedures selected depend on the auditor’s judgment. This includes the assess-ment of risk of material departures from the requirements set out in ESEF RTS, whether due to fraud or error.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the tagging of the consolidated financial statements in the ESEF financial statements (FORTUMOYJ-2021-12-31-fi.zip) of Fortum Oyj for the financial year 1 January.- 31 December 2021 has been prepared in all material respects in ac-cordance with the requirements of Article 4 of ESEF RTS.

Our audit opinion on the consolidated financial statements of Fortum Oyj for the financial year
1 January.- 31 December 2021 has been expressed in our auditor’s report dated 2 March 2022. In this report, we do not express an audit opinion or any other assurance conclusion on the consolidated financial statements.

Espoo, 2 March 2022

Deloitte Oy

Audit Firm

Jukka Vattulainen

Authorised Public Accountat (KHT)

153