Share capital
The registered share capital of the Company according to the Articles of Association was EUR 600,365 thousand on 31 December 2018. TVO does not have a maximum or minimum limit for the share capital. The number of the shares on 31 December 2018 was 1,394,283,730. The shares are divided into the three series of shares as follows: A series 680,000,000, B series 680,000,000 and C series 34,283,730 shares. The shares have no nominal price as is stipulated in the Finnish Limited Liability Companies Act.
According to the Articles of Association, TVO delivers electricity to its shareholders at cost price, i.e. it delivers the electricity produced or procured to its shareholders in proportion to their shareholding in each series. Each of the shareholders of each series is liable for the variable and fixed annual costs that are specified in detail in the Articles of Association. The Company prepares annually a balance sheet divided into series of shares. The balance sheet, which will be presented to the Shareholders' Meeting, specifies the assets, liabilities and equity of the different series of shares.
At TVO's Extraordinary General Meeting held in June 2018, TVO and its shareholders agreed on ownership arrangements of shares entitling to a share of Meri-Pori power plant's production capacity. TVO will relinquish its share in Meri-Pori in full in the beginning of July 2020. Because of the arrangements the EGM decided to amend the Articles of Association by removing all provisions pertaining Meri-Pori shares and to reduce the share capital by the proportionate amount of share capital allocated to these shares (class C shares.) The amendments of the Articles of Association were registered at the same time as the decrease in the share capital was registered in October 2018. The other amendments to the Articles of Association will be registered when the cancellation of class C shares is registered.
Share number reconciliations:
EUR 1 000 |
Number of shares |
Share capital | Share premium reserve and
statutory reserve | Reserve for invested
non-restricted equity |
| 1 Jan 2017 | 1 394 283 730 | 606 193 | 242 383 | 0 |
| 31 Dec 2017 | 1 394 283 730 | 606 193 | 242 383 | 0 |
| 31 Dec 2018 | 1 394 283 730 | 600 365 | 242 383 | 3 |
The company has three registered share series: A, B and C.
| Share number | 31 Dec 2018 | 31 Dec 2017 |
| A series | 680 000 000 | 680 000 000 |
| B series | 680 000 000 | 680 000 000 |
| C series | 34 283 730 | 34 283 730 |
| Total | 1 394 283 730 | 1 394 283 730 |
Share premium reserve
The share premium reserve contains the share premiums of the share issues, EUR 232,435 thousand.
Statutory reserve
The statutory reserve consists of EUR 9,948 thousand paid by Imatran Voima Oy, the predecessor of Fortum Power and Heat Oy, in 1979 when it became an equity holder in the company.
Reserve for invested non-restricted equity
TVO's Extraordinary General Meeting held in June 6, 2018, decided to reduce share capital EUR 5,828 thousand, of which EUR 5,825 was returned to shareholders. The carrying value of reserve for invested non-restricted equity in the balance sheet 31 December 2018 was EUR 3 thousand.
Fair value and other reserves
Profits and losses incurred by fair value changes of available-for-sale investments and derivatives used as cash flow hedges are entered in this reserve. The fair changes of derivatives are transferred to the profit/loss statement, when the cash flows they have been hedging have been realized. Fair value changes in available-for-sale investments are transferred to the income statement, when the investments are relinquished or their value diminishes.
Subordinated shareholder loans (hybrid equity)
The carrying value of the interest-bearing subordinated shareholder loans in the balance sheet 31 December 2018 was EUR 679,300 thousand. There is no maturity date for the subordinated shareholder loans (hybrid equity), but the borrower is entitled to repay the loan in one or several installments. The Board of Directors of the borrower has the right to decide not to pay interest during any current interest period. Unpaid interest does not accumulate to the following interest periods.
Subordinated shareholder loans (hybrid equity) are unsecured and in a weaker preference position than promissory notes. Holders of a subordinated shareholder loans has no shareholder rights, nor does the bond dilute the ownership of the company's shareholders.
Retained earnings
This item contains the earnings from previous financial periods and the profit/loss of the financial year.
