Obligation Teollisuuden Energia Oyj 2.125% ( XS1183235644 ) en EUR

Teollisuuden Energia Oyj

100 % ▼

Finlande

XS1183235644 ( en EUR )

2.125% par an ( paiement annuel )

04/02/2025 - Obligation échue

Prospectus brochure de l'obligation Teollisuuden Voima Oyj XS1183235644 en EUR 2.125%, échue

Teollisuuden Voima Oyj est une société énergétique finlandaise qui produit de l'électricité à partir de sources nucléaires et hydrauliques, et commercialise de l'énergie.

Le remboursement d'une obligation émise par Teollisuuden Voima Oyj (TVO), acteur majeur du secteur énergétique finlandais et producteur d'électricité nucléaire, dont la propriété est assurée par d'importants groupes industriels finlandais, a été récemment finalisé. Cette émission obligataire, identifiée par le code ISIN XS1183235644, était une obligation libellée en euros (EUR) et émise depuis la Finlande, offrant un taux d'intérêt fixe de 2,125% avec une fréquence de paiement annuelle des coupons. Arrivée à sa date de maturité fixée au 4 février 2025, l'obligation a été remboursée à 100% de sa valeur nominale sur le marché, attestant ainsi du parfait achèvement de son cycle de vie financière et du respect des engagements de l'émetteur envers ses porteurs de titres.

BASE PROSPECTUS

TEOLLISUUDEN VOIMA OYJ
(incorporated with limited liability in Finland)
EUR 3,500,000,000
Euro Medium Term Note Programme
___________________________________
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the
"CSSF"), which is the Luxembourg competent authority for the purpose of the Prospectus Directive (as defined herein) and
relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive
and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of notes
("Notes") issued under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus
during the period of twelve months after the date hereof. Applications have been made for such Notes to be admitted during
the period of twelve months after the date hereof to listing on the official list and to trading on the regulated market of the
Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange is a regulated market for the
purposes of Directive 2004/39/EC on Markets in financial instruments. Pursuant to Article 7 (7) of the Luxemburg law dated
10 July 2005 on prospectuses for securities, as amended by the Luxembourg law of 3 July 2012 by approving this Base
Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transactions contemplated
under this Base Prospectus or the quality or the solvency of the Issuer. The Programme also permits Notes to be issued on the
basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or
quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock
exchanges and/or quotation systems, as may be agreed with the Issuer. The CSSF has not reviewed or approved the issue of
VPS Notes hereunder.
Tranches of Notes (as defined in "Terms and Conditions of the Notes") to be issued under the Programme may be rated or
unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating assigned to the Notes
already issued. In general, European regulated investors are restricted from using a rating for regulatory purposes if such
rating is not (1) issued by a credit rating agency established in the European Economic Area (the "EEA") and registered
under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation") (2) issued by a credit rating agency which is not
established in the EEA but will be endorsed by a credit rating agency which is established in the EEA and registered under
the CRA Regulation or (3) issued by a credit rating agency which is not established in the EEA but which is certified under
the CRA Regulation. The European Securities and Markets Authority ("ESMA") is obliged to maintain on its website,
www.esma.europa.eu/page/List-registered-and-certified-CRAs, a list of credit rating agencies registered and certified in
accordance with the CRA Regulation. The ESMA website is not incorporated by reference into, nor does it form part of, this
Base Prospectus. This list must be updated within five working days of ESMA's adoption of any decision to withdraw the
registration of a credit rating agency under the CRA Regulation. Therefore, such list is not conclusive evidence of the status
of the relevant rating agency as there may be delays between certain supervisory measures being taken against a relevant
rating agency and the publication of the updated ESMA list.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability
of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
Arranger & Dealer
NORDEA
Dealers
BARCLAYS
BNP PARIBAS
CRÉDIT AGRICOLE CIB
DANSKE BANK
DEUTSCHE BANK
MITSUBISHI UFJ SECURITIES
POHJOLA BANK PLC
SEB
SWEDBANK AB (PUBL)
THE ROYAL BANK OF SCOTLAND

11 June 2014

IMPORTANT NOTICES
Teollisuuden Voima Oyj (the "Issuer") (the "Responsible Person") ("TVO") accepts responsibility for
the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued
under the Programme and declares that, having taken all reasonable care to ensure that such is the case,
the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued
under the Programme is, to the best of its knowledge, in accordance with the facts and contains no
omission likely to affect its import.
Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the
Notes" (the "Conditions") as completed by a document specific to such Tranche called final terms (the
"Final Terms") or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as
described under "Final Terms and Drawdown Prospectuses" below. In the case of a Tranche of Notes
which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information
being specified or identified in the relevant Final Terms shall be read and construed as a reference to such
information being specified or identified in the relevant Drawdown Prospectus unless the context requires
otherwise. This Base Prospectus must be read and construed together with any supplements hereto and
with any information incorporated by reference herein and, in relation to any Tranche of Notes which is
the subject of Final Terms, must be read and construed together with the relevant Final Terms.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base
Prospectus contains all information which is (in the context of the Programme, the issue, offering and sale
of the Notes) material; that such information is true and accurate in all material respects and is not
misleading in any material respect; that any opinions, predictions or intentions expressed herein are
honestly held or made and are not misleading in any material respect; that this Base Prospectus does not
omit to state any material fact necessary to make such information, opinions, predictions or intentions (in
the context of the Programme, the issue, offering and sale of the Notes) not misleading in any material
respect; and that all proper enquiries have been made to verify the foregoing.
Unauthorised information
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by the Issuer or such other information as is in the public domain and, if
given or made, such information or representation should not be relied upon as having been authorised by
the Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this
Base Prospectus and none of them makes any representation or warranty or accepts any responsibility as
to the accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery
of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Base Prospectus is true
subsequent to the date hereof or the date upon which this Base Prospectus has been most recently
amended or supplemented or that there has been no adverse change, or any event reasonably likely to
involve any adverse change, in the prospects or financial or trading position of the Issuer since the date
thereof or, if later, the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct at any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Restrictions on distribution
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves
about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other offering
material relating to the Notes, see "Subscription and Sale". In particular, Notes have not been and will not
be registered under the United States Securities Act of 1933 (as amended) (the "Securities Act") and
Bearer Notes are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be
offered, sold or, in the case of Bearer Notes, delivered within the United States or to U.S. persons.
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Notes denominated in NOK may not be offered or sold within Norway or to or for the account or benefit
of persons domiciled in Norway, unless the regulation relating to the offer of VPS Notes (as defined
below) and the registration in the VPS (as defined below) of VPS Notes has been complied with.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any
of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase
any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes where the currency for principal or interest payments is different from the potential
investor's currency;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed EUR 3,500,000,000 (and for this purpose, any Notes denominated in another currency
shall be translated into euro at the date of the agreement to issue such Notes (calculated in accordance
with the provisions of the Dealer Agreement). The maximum aggregate principal amount of Notes which
may be outstanding at any one time under the Programme may be increased from time to time, subject to
compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription and
Sale".
Certain definitions
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "£" are to the lawful currency of the United
Kingdom and references to "EUR", "euro" or "" are to the currency introduced at the start of the third
stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC)
No 974/98 of 3 May 1998 on the introduction of the euro, as amended and references to "NOK" or
"Norwegian Kroner" are to the lawful currency of the Kingdom of Norway.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
Offers of Notes
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a
"Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of
Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of
Notes which are the subject of an offering contemplated in this Base Prospectus as completed by Final
Terms or a Drawdown Prospectus in relation to the offer of those Notes may only do so in circumstances
in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of
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the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they
authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer
or any Dealer to publish or supplement a prospectus for such offer. The expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive"
means Directive 2010/73/EU.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) acting as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) may over allot
Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure
of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at
any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any
stabilisation action or over-allotment must be conducted by the Stabilising Manager(s) (or persons
acting on behalf of the Stabilising Manager(s)) in accordance with all applicable laws and rules.
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CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. ii
OVERVIEW ................................................................................................................................................. 1
RISK FACTORS .......................................................................................................................................... 5
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 12
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 13
FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................ 15
FORMS OF THE NOTES .......................................................................................................................... 16
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 20
FORM OF FINAL TERMS ........................................................................................................................ 48
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 57
DESCRIPTION OF THE ISSUER ............................................................................................................. 61
TAXATION ............................................................................................................................................... 80
SUBSCRIPTION AND SALE ................................................................................................................... 83
GENERAL INFORMATION .................................................................................................................... 86

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OVERVIEW
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Base Prospectus have the same meanings in this overview.
Issuer:
Teollisuuden Voima Oyj.

Risk Factors:
Investing in Notes issued under the Programme involves certain risks. The
principal risk factors that may affect the ability of the Issuer to fulfil its
obligations under the Notes are discussed under "Risk Factors" below and
include market risk, credit risk, liquidity risk and operational risk.
Arranger:
Nordea Bank Danmark A/S.

Dealers:
Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and
Investment Bank, Danske Bank A/S, Deutsche Bank AG, London Branch,
Mitsubishi UFJ Securities International plc, Nordea Bank Danmark A/S,
Pohjola Bank plc, Skandinaviska Enskilda Banken AB (publ), Swedbank
AB (publ), The Royal Bank of Scotland plc and any other Dealer
appointed from time to time by the Issuer either generally in respect of the
Programme or in relation to a particular Tranche of Notes.
Fiscal Agent:
Deutsche Bank AG, London Branch

Luxembourg Listing
Deutsche Bank Luxembourg S.A.

Agent:
Final Terms or
Notes issued under the Programme may be issued either (1) pursuant to
Drawdown Prospectus:
this Base Prospectus and relevant Final Terms or (2) pursuant to a
Drawdown Prospectus. The terms and conditions applicable to any
particular Tranche of Notes will be the Terms and Conditions of the Notes
as completed to the extent described in the relevant Final Terms or, as the
case may be, the relevant Drawdown Prospectus.
Listing and Trading:
Applications have been made for Notes to be admitted during the period
of twelve months after the date hereof to listing on the official list and to
trading on the regulated market of the Luxembourg Stock Exchange. The
Programme also permits Notes to be issued on the basis that they will not
be admitted to listing, trading and/or quotation by any competent
authority, stock exchange and/or quotation system or to be admitted to
listing, trading and/or quotation by such other or further competent
authorities, stock exchanges and/or quotation systems, as may be agreed
with the Issuer.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg, or in relation to VPS Notes,
the VPS.
Initial Programme
Up to EUR 3,500,000,000 (or its equivalent in other currencies) aggregate
Amount:
principal amount of Notes outstanding at any one time.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. The Notes of each Series will all
be subject to identical terms, except that the issue date and the amount of
the first payment of interest may be different in respect of different
Tranches. The Notes of each Tranche will all be subject to identical terms
in all respects save that a Tranche may comprise Notes of different
denominations.

For the avoidance of doubt, a Tranche that comprises VPS Notes may not
also comprise Notes in bearer form or Notes in registered form, though it
may comprise Notes in different denominations. Each Tranche of VPS
Notes will be issued in uncertificated book entry form, as more fully
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described under the section entitled "Form of the Notes" below. VPS
Notes will be issued in accordance with the laws and regulations
applicable to VPS Notes from time to time.
Forms of Notes:
Notes may be issued in bearer form, in registered form or in uncertificated
book entry form, issued through the Norwegian Central Securities
Depositary (Verdipapirsentralen) (the "VPS"), legal title thereto being
evidenced by book entries in the VPS (the "VPS Notes").

Each Tranche of Bearer Notes will initially be in the form of either a
Temporary Global Note or a Permanent Global Note, in each case as
specified in the relevant Final Terms. Each Global Note which is not
intended to be issued in new global note form (a "Classic Global Note"
or "CGN"), as specified in the relevant Final Terms, will be deposited on
or around the relevant issue date with a depositary or a common
depositary for Euroclear and/or Clearstream, Luxembourg and/or any
other relevant clearing system and each Global Note which is intended to
be issued in new global note form (a "New Global Note" or "NGN"), as
specified in the relevant Final Terms, will be deposited on or around the
relevant issue date with a common safekeeper for Euroclear and/or
Clearstream, Luxembourg. Each Temporary Global Note will be
exchangeable for a Permanent Global Note or, if so specified in the
relevant Final Terms, for Definitive Notes. If the TEFRA D Rules are
specified in the relevant Final Terms as applicable, certification as to non-
U.S. beneficial ownership will be a condition precedent to any exchange
of an interest in a Temporary Global Note or receipt of any payment of
interest in respect of a Temporary Global Note. Each Permanent Global
Note will be exchangeable for Definitive Notes in accordance with its
terms. Definitive Notes will, if interest-bearing, have Coupons attached
and, if appropriate, a Talon for further Coupons.

Each Tranche of Registered Notes will be in the form of either Individual
Note Certificates or a Global Registered Note, in each case as specified in
the relevant Final Terms. Each Global Registered Note will be deposited
on or around the relevant issue date with a depositary or a common
depositary for Euroclear and/or Clearstream, Luxembourg and/or any
other relevant clearing system and registered in the name of a nominee for
such depositary or common depositary and will be exchangeable for
Individual Note Certificates in accordance with its terms.

Each Note represented by a Global Registered Note will either be: (a) in
the case of a Note which is not to be held under the new safekeeping
structure ("New Safekeeping Structure" or "NSS"), registered in the
name of a common depositary (or its nominee) for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system and
the relevant Global Registered Note will be deposited on or about the
issue date with the common depositary; or (b) in the case of a Note to be
held under the New Safekeeping Structure, be registered in the name of a
common safekeeper (or its nominee) for Euroclear and/or Clearstream,
Luxembourg and/or any other relevant clearing system and the relevant
Global Registered Note will be deposited on or about the issue date with
the common safekeeper for Euroclear and/or Clearstream, Luxembourg.

VPS Notes will not be evidenced by any physical note or document of
title. Entitlements to VPS Notes will be evidenced by crediting of VPS
Notes to accounts with the VPS.
Currencies:
Notes may be denominated in euro or in any other currency or currencies,
subject to compliance with all applicable legal and/or regulatory and/or
central bank requirements. Payments in respect of Notes may, subject to
such compliance, be made in any currency or currencies other than the
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currency in which such Notes are denominated.
Status of the Notes:
Notes will be issued on an unsubordinated basis.

Issue Price:
Notes may be issued at any price on a fully paid basis, as specified in the
relevant Final Terms. The price and amount of Notes to be issued under
the Programme will be determined by the Issuer and the relevant
Dealer(s) at the time of issue in accordance with prevailing market
conditions.
Maturities:
Any maturity between 1 year and 30 years, subject, in relation to specific
currencies, to compliance with all applicable legal and/or regulatory
and/or central bank requirements.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount,
which shall not be less than par, as may be specified in the relevant Final
Terms.
Optional Redemption:
Notes may be redeemed before their stated maturity at the option of the
Issuer (either in whole or in part) and/or the Noteholders to the extent (if
at all) specified in the relevant Final Terms.
Tax Redemption:
Except as described in "Optional Redemption" above, early redemption
will only be permitted for tax reasons as described in Condition 9(b)
(Redemption and Purchase - Redemption for tax reasons).
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if any)
may accrue at a fixed rate or a floating rate or other variable rate and the
method of calculating interest may vary between the issue date and the
maturity date of the relevant Series.
Denominations:
No Notes may be issued under the Programme which (a) have a minimum
denomination of less than EUR 100,000 (or nearly equivalent in another
currency), or (b) carry the right to acquire shares (or transferable
securities equivalent to shares) issued by the Issuer or by any entity to
whose group the Issuer belongs. Subject thereto, Notes will be issued in
such denominations as may be specified in the relevant Final Terms,
subject to compliance with all applicable legal and/or regulatory and/or
central bank requirements.
Negative Pledge:
The Notes will have the benefit of a negative pledge as described in
Condition 5 (Negative Pledge).
Cross Default:
The Notes will have the benefit of a cross default as described in
Condition 14 (Events of Default).
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes of Finland unless the withholding is required by law. In
that event, the Issuer will (subject as provided in Condition 13 (Taxation))
pay such additional amounts as will result in the Noteholders receiving
such amounts as they would have received in respect of such Notes had
no such withholding been required.
Governing Law:
English law, except for VPS Notes that are subject to Norwegian law.
Further, VPS Notes must comply with the Norwegian Securities Register
Act of 5 July 2002 No. 64 (as amended from time to time) and the holders
of VPS Notes will be entitled to the rights and subject to the obligations
and liabilities which arise under this Act and any related regulations and
liabilities.
Enforcement of Notes in
In the case of Global Notes, individual investors' rights against the Issuer
will be governed by a Deed of Covenant dated 14 June 2013, a copy of
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Global Form:
which will be available for inspection at the specified office of the Fiscal
Agent.
Ratings:
The rating of certain Series of Notes to be issued under the Programme
may be specified in the applicable Final Terms.
Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of offering material in the United States of
America, the European Economic Area, the Kingdom of Norway and the
United Kingdom, see "Subscription and Sale" below.

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RISK FACTORS
TVO believes that the following factors may affect its ability to fulfil its obligations under the Notes
issued under the Programme. All of these factors are contingencies that may or may not occur and TVO
is not in a position to express a view on the likelihood of any such contingency occurring.
Factors which TVO believes may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below. TVO believes that the factors
described below represent the principal risks inherent in investing in the Notes issued under the
Programme, but TVO may be unable to pay interest, principal or other amounts on or in connection with
any Notes for other reasons and TVO does not represent that the statements below regarding the risks of
holding any Notes are exhaustive.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus
including any documents incorporated by reference herein, and reach their own independent views prior
to making any investment decision.
Factors that may affect TVO's ability to fulfil its obligations under the Notes issued under the
Programme
Risks related to nuclear operations
Safety and stability of operations
Throughout their more than 30 years of commercial operations, TVO's nuclear power plant units
Olkiluoto 1 ("OL1") and Olkiluoto 2 ("OL2") have exhibited high load factors and low incident
frequencies (see "Description of the Issuer - Safety and Environmental Issues") and TVO's management
considers this as evidence of the high reliability and safety of the operations, which also have
underpinned the financial stability of the operations. However, no assurances can be given that such
stability and safety of operations will continue.
Disposal of Nuclear Waste
In order to reduce the risk of nuclear irradiation, multi-layered containment systems and sophisticated
safety protocols are used to effectively isolate radioactive materials from the surrounding environment
during the process of interim storage, packaging, transport, relocation and encasement of nuclear waste in
the final storage repositories. Nevertheless, although remote, the risk of radioactive leakage into the
environment at various stages of this process, as well as from the final storage facilities themselves,
cannot be excluded entirely and could negatively impact TVO's financial condition.
TVO bears full legal and financial responsibility for the management and disposal of nuclear waste
produced by the Olkiluoto plant units. The future cost of containing the nuclear waste and maintaining the
storage facilities over time is to be paid for from the Finnish State Nuclear Waste Management Fund (the
"Fund") to which the nuclear power producers in Finland make annual contributions. Contributions to the
Fund are calculated on the basis of genuine estimates of the future cost of the management of such
nuclear waste. However, if the amounts produced from the Fund are ever insufficient to cover the actual
costs of managing the nuclear waste, then TVO would be responsible for its pro-rata share of any such
excess costs.
Regulation of nuclear power plants
The operation of nuclear facilities depends on a number of regulations including, but not limited to,
regulations concerning safety, technical specifications and the transport and storage of nuclear material. A
failure by TVO to comply with prevailing regulations could lead to the interruption of its operations and
adversely affect its business and financial situation.
Due to the Fukushima-Daiichi nuclear power plant accident in Japan in March 2011, a review of safety
measures was initiated in Europe by the European Commission. The report by the European Commission
released in April 2012 stated that the safety in the nuclear power plants in European Union is at a good
level. According to the report, however, national measures are needed especially for preparing for the
consequences of extreme conditions. The national action plans are being drawn up and part of the
measures are already under implementation. In Finland, the Radiation and Nuclear Safety Authority
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