Fortum becomes the majority owner of Elmera Group ASA

FORTUM CORPORATION STOCK EXCHANGE RELEASE 23 OCTOBER 2026 AT 09:00 EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA AND SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Fortum has today settled the voluntary cash tender offer for all issued and outstanding shares in Elmera Group ASA, except for shares owned by Elmera, for NOK 47 per share corresponding to a total consideration of approximately EUR 463 million (NOK 4,940 million). Following settlement of the offer, Fortum has acquired control and holds 105,108,968 shares, representing approximately 91.92% of Elmera’s issued and outstanding share capital and voting rights (96.12% excluding Elmera's treasury shares).

Elmera will be consolidated into Fortum Group and included in the Consumer Solutions segment. Fortum will provide further details on Elmera’s consolidation, including the purchase price allocation, in the Financial Statements Bulletin for 2026.

* The figures are based on Elmera Group ASA’s Financial Statements for 2025.
** Fortum and Elmera have different definitions for Alternative performance measures.

Following completion of the offer, Fortum intends to carry out a compulsory acquisition of the remaining shares not owned by Fortum or Elmera, which is expected to be completed in the coming weeks. Following the compulsory acquisition, Fortum intends to pursue a delisting of Elmera’s shares from Euronext Oslo Børs.

Fortum Corporation

Ingela Ulfves
Vice President, Investor relations and Financial Communications

Further information

Investors and analysts:

Ingela Ulfves, Vice President, Investor Relations and Financial Communications, tel. +358 40 515 1531
Rauno Tiihonen, IR Director, tel. +358 10 453 6150
investors@fortum.com

Media:

Fortum News Desk, tel. +358 40 198 2843

IMPORTANT INFORMATION

The terms and conditions of the voluntary cash tender offer for all issued and outstanding shares (the “Shares”) in Elmera Group ASA, except for shares owned by Elmera (the “Offer”), are governed by Norwegian law and carried out in conformity with the requirements of Norwegian law. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The offer document for the Offer (the “Offer Document”) and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where it is prohibited by applicable law, including, without limitation Australia, Canada, Japan, New Zealand, South Africa, South Korea and Hong Kong, or any other jurisdiction in which it would be unlawful. Fortum does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review “Notice to U.S. Holders” below. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is for information purposes only and is not an offer or a tender offer document and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. In accordance with the Offer Document, the Offer can no longer be accepted. The Offer is not made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

Holders of Shares in the United States (“U.S. Holders”) are advised that the Shares are not listed on a U.S. securities exchange and that Elmera is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission thereunder.

The Offer was made for the issued and outstanding Shares of Elmera (other than Shares owned by Elmera), a company incorporated under Norwegian law, and is subject to Norwegian disclosure and procedural requirements, which are different from those of the United States. The Offer was made to U.S. Holders as a "Tier I" tender offer as provided in Rule 14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the extent applicable and subject to any available exemptions, and otherwise in compliance with the disclosure and procedural requirements of Norwegian law, including with respect to the Offer timetable, settlement procedures and timing of payments, which may be different from requirements or customary practices in relation to tender offers for U.S. domestic issuers that are subject to the more fulsome requirements of Regulation 14D and 14E under the U.S Exchange Act.

The Offer was made to U.S. Holders on the same terms and conditions as those made to all other holders of Shares to whom the Offer is made. Any information document, including the Offer Document, was and will be disseminated to U.S. Holders in English on a basis comparable to the method that such documents are provided to Elmera’s other shareholders to whom the Offer was made. The Offer was made by Fortum and no one else. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.

To the extent permissible under applicable law or regulations, Fortum and its affiliates or brokers (acting as agents for Fortum or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.

To the extent information about such purchases or arrangements to purchase is made public in Norway, such information is and will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisor to Fortum may also engage in ordinary course trading activities in securities of Elmera, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law. To the extent required in Norway, any information about such purchases will be made public in Norway in the manner required by Norwegian law. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this announcement. Any representation to the contrary is a criminal offense in the United States. It may be difficult for Elmera’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since Fortum and Elmera are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. The shareholders of Elmera may not be able to sue Fortum or Elmera or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Fortum and Elmera and their respective affiliates to subject themselves to a U.S. court's judgment.

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Fortum
Fortum is a Nordic energy company. We generate and deliver reliable energy to our customers and the Nordic energy system while at the same time helping industries decarbonise their processes and grow. Our core operations comprise efficient and best-in-class low-carbon power generation, customer services, and heating and cooling. Fortum’s power generation is already 99% from renewable or nuclear sources with one of the lowest specific CO2-emissions in Europe. We are guided by our ambitious SBTi-validated emission reduction targets on our way towards net-zero by 2040. For our ~4,500 employees, we commit to be a safe and inspiring workplace. Fortum's share is listed on Nasdaq Helsinki. fortum.com