SUMMONS TO THE ANNUAL GENERAL MEETING OF NORDIC ALUMINIUM PLC
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 31 March 2011 at
1:00 p.m. in the Company's premises at 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
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting the following matters will be
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
6. Presentation of the Annual Accounts, the report of the Board of
Directors and the Auditor's report for the year 2010
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 2010 a dividend of EUR
2.10 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 5 April 2011. The Board proposes that
the dividend be paid on 12 April 2011.
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
The following remuneration payable to the members of the Board are
- 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 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 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 web-site 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 3 March 2011 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 7 April 2011 at the latest.
C. Instruction for participants in the Annual General meeting
1. The right to participate and registration
Each shareholder, who on 21 March 2011, 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 25 March 2011 at 4:00 p.m. Such
notification may be given:
a) by e-mail: firstname.lastname@example.org
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 related thereto.
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
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 25 March 2011 at 10:00
a.m. provided the shareholder based on these shares was entitled to be
registered in the Register of Shareholders on 21 March 2011, 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, 3 March
2011, the total number of shares and votes in Nordic Aluminium Plc is
4 836 882.
Kirkkonummi, March 3, 2011
Board of Directors
For further information please contact:
Managing Director Joakim Berndtsson, Nordic Aluminium, tel. +358 20 7660 206
NASDAQ OMX Helsinki Ltd.
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