SUMMONS TO THE ANNUAL GENERAL MEETING OF NORDIC ALUMINIUM PLC
The shareholders of Nordic Aluminium Plc are summoned to the Annual General Meeting of the shareholders to be held on 30 March 2012 at 1:00 p.m. at the Company’s premises in Kirkkonummi, address Kaapelitie 68, 02490 Pikkala. The reception of persons who have registered for the meeting and the distribution of voting slips will commence at 12:30 p.m.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting the following matters will be considered:
1. Opening of the Meeting
2. Matters of order for the Meeting
3. Election of the persons to confirm the minutes and to verify the counting of votes
Two persons are elected to confirm the minutes and to verify the counting of votes, if necessary.
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and adoption of the list of votes
6. Presentation of the Annual Accounts, the report of the Board of Directors and the Auditor’s report for the year 2011
Review by the Managing Director.
7. Adoption of the Annual Accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that based on the adopted balance sheet for the year 2011 a dividend of EUR 2.20 per share is paid. The dividend will be paid to shareholders registered in Nordic Aluminium Plc’s Register of Shareholders maintained by Euroclear Finland Ltd on the date of record for the dividend distribution, which is 4 April 2012. The Board proposes that the dividend will be paid on 13 April 2012.
9. Resolution on the discharge from liability of the members of the Board of Directors and the Managing Director
10. Resolution on the remuneration of the members of the Board of Directors
The following remuneration payable to the members of the Board are proposed:
- for the Chairman EUR 32 000 annually
- for each member EUR 17 000 annually.
11. Resolution on the number of members of the Board of Directors and election of members of the Board
It is proposed to the Annual General Meeting that the Board of Directors is to consist of four (4) members and that the current Board members Stig Lival-Lindström, Nina Ehrnrooth, Viveka Iisaho and Hans Jonasson will be re-elected.
The Board member candidates’ personal details are presented on Nordic Aluminium Plc’s website www.nordicaluminium.fi.
12. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting that the Auditor is to be reimbursed according to the invoice of the Auditor as approved by Nordic Aluminium Plc.
13. Election of Auditor
It is proposed that authorized public accountants Ernst & Young Oy will be elected as Auditor of Nordic Aluminium Plc with Tomi Englund, authorized public accountant, as responsible Auditor.
14. Closing of the Meeting
B. Documents of the General Meeting
The above proposals by the Board of Directors relating to the agenda of the General Meeting as well as this notice are available on Nordic Aluminium Plc’s website www.nordicaluminium.fi. The Annual Accounts documentation as well as the other documents required by The Companies Act and the Securities Market Act will be available on the website from 2 March 2012 at the latest. The documents are also available at the General Meeting and copies of these as well as this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the website from 12 April 2012 at the latest.
C. Instructions for participants in the Annual General meeting
1. The right to participate and registration
Each shareholder who on 20 March 2012, the record date of the General Meeting, is registered in the Company’s Register of Shareholders maintained by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the Register of Shareholders of the Company.
A shareholder, who wants to participate in the Annual General Meeting, shall register for the Meeting by giving a prior notice of participation no later than 23 March 2012 at 4:00 p.m. Such notification may be given:
a) by e-mail: tarja.reponen@nordicaluminium.fi
b) by telefax: +358 20 7660 485, or
c) by letter: Nordic Aluminium Plc, Annual General Meeting, P. O. Box 117, FIN-02401 Kirkkonummi.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number, and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative.
The shareholder’s personal details submitted to Nordic Aluminium Plc are used solely for the purpose of the Annual General Meeting and the necessary registrations that are related to it.
Pursuant to chapter 25, section 5 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Meeting. Should a shareholder participate in the Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Meeting.
Possible proxy documents should be submitted in originals in connection with the registration for the Meeting.
3. Holders of nominee registered shares
A holder of nominee registered shares who wants to participate in the Annual General Meeting shall be temporarily entered in the Register of Shareholders of the Company at the latest on 23 March 2012 at 16:00 p.m. provided the shareholder based on these shares was entitled to be registered in the Register of Shareholders on 20 March 2012, the record date of the General Meeting. The notice regarding the temporary entry of the holder of nominee shares in the Register of Shareholders is considered as registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions from his/her custodian bank regarding the registration in the Register of Shareholders, the issuing of proxy documents and registration for the Annual General Meeting.
4. Other instructions/information
On the date of this summons to the Annual General Meeting, 2 March 2012, the total number of shares and votes in Nordic Aluminium Plc is 4 836 882.
Kirkkonummi, March 2, 2012
Board of Directors
For further information please contact:
Managing Director Joakim Berndtsson, Nordic Aluminium, tel. +358 20 7660 206
Distribution:
NASDAQ OMX Helsinki Ltd.
The Main Media
www.nordicaluminium.fi
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