Kasola Oyj - Company Announcement

DECISION ON THE DEMERGER OF JOHN NURMINEN LTD; DECISION ON THE SALE OF CURRENT BUSINESS ACTIVITIES OF KASOLA PLC; DIRECTED SHARE ISSUE TO SHAREHOLDERS OF JOHN NURMINEN LTD; FILING OF PROSPECTUS WITH THE FINAN

Kasola Plc  STOCK EXCHANGE RELEASE OF 22 NOVEMBER 2007                          



DECISION ON THE DEMERGER OF JOHN NURMINEN LTD; DECISION ON THE SALE OF CURRENT  
BUSINESS ACTIVITIES OF KASOLA PLC; DIRECTED SHARE ISSUE TO SHAREHOLDERS OF JOHN 
NURMINEN LTD; FILING OF PROSPECTUS WITH THE FINANCIAL SUPERVISION AUTHORITY     


1. Decision on the demerger of John Nurminen Ltd                                

The Board of Directors of Kasola Plc (”Kasola”) has on 7 September 2007 together
with the Board of Directors of John Nurminen Ltd drawn up Draft terms of        
demerger (”Draft Terms”) according to which Kasola, as the acquiring company in 
the full demerger of John Nurminen Ltd, acquires the logistics business         
activities of John Nurminen Ltd as described in further detail in the Draft     
Terms as part of a more extensive total arrangement (“Total Arrangement”) based 
on a general agreement signed on 7 September 2007 between the major shareholders
of Kasola, John Nurminen Ltd and in part, Kasola. The Extraordinary General     
Meeting of Kasola held on 8 October 2007 has approved the Total Arrangement     
according to the proposals of the Board of Directors of Kasola made public as   
stock exchange releases in the Helsinki Stock Exchange on 1 October 2007 and 8  
October 2007.                                                                   

The Draft Terms have been registered in the Trade Register on 11 September 2007.
The planned date for the registration of the implementation of the demerger is 1
January 2008. Kasola has, with a notice published in Helsingin Sanomat on 30    
September 2007, informed its shareholders of their right to demand that the     
approval of the demerger is decided upon in the General Meeting. The            
shareholders have not demanded that the matter be discussed in the General      
Meeting. The abovementioned notice to the shareholders of Kasola has also been  
made public as a stock exchange release in the Helsinki Stock Exchange on 28    
September 2007.                                                                 

The General Meeting of John Nurminen Ltd has on 12 November 2007 approved the   
full demerger of John Nurminen Ltd according to the Draft Terms.                

The Board of Directors of Kasola has in its meeting of 22 November 2007 decided 
to approve the demerger of John Nurminen Ltd according to the Draft Terms.      

2. Directed Issue to Shareholders of John Nurminen Ltd                          

The Extraordinary General Meeting of Kasola held on 8 October 2007 has decided, 
as part of the Total Arrangement and according to the proposal of the Board of  
Directors made public as a stock exchange                                       
release on 1 October 2007, to authorize the Board of Directors of Kasola to     
decide on a directed share issue of a maximum amount of 10,000,000 new A-class  
shares in Kasola as demerger consideration to the shareholders of John Nurminen 
Ltd. The authorization of the Board of Directors has been registered in the     
Trade Register on 31 October 2007.                                              

The Board of Directors of Kasola has in its meeting of 22 November 2007 decided,
on the basis of the authorization mentioned above in this section, to issue     
9,999,989 new A-class shares in Kasola as demerger consideration to the         
shareholders of John Nurminen Ltd on the following terms.                       

The shares issued as demerger consideration shall transfer to the ownership of  
the shareholders of John Nurminen Ltd when the implementation of the demerger is
registered.                                                                     

As the shares given in the directed issue described above are given as demerger 
consideration for the logistics business activities of John Nurminen Ltd to be  
transferred to Kasola, no subscription price defined as a sum of money shall be 
paid. Kasola acquires the business activities to be transferred as contribution 
in kind.                                                                        

The shares issued as demerger consideration shall be distributed in the         
book-entry system in a manner whereby after the registration of the             
implementation of the demerger the shares issued as demerger consideration are  
registered in the book-entry accounts of the shareholders of John Nurminen Ltd  
as well as in the shareholders' register of Kasola. If a shareholder of John    
Nurminen Ltd entitled to shares issued as demerger consideration has not prior  
to the registration of the implementation of the demerger provided information  
on his/her/its book-entry account so as to enable the payment of the demerger   
consideration, the demerger consideration shall be paid only after the recipient
of the consideration has provided the required book-entry account related       
information. The shares shall also be applied to be subject to public trading in
the Helsinki Stock Exchange.                                                    

The new A-class shares in Kasola issued in the directed issue described herein  
shall be distributed among the shareholders of John Nurminen Ltd in the manner  
described in Appendix 1 of this stock exchange release.                         

As the directed issue described herein is carried out as part of the Total      
Arrangement and the share issue therefore secures the financing and development 
needs of Kasola, a weighty financial reason for the company as required by      
Chapter 9 Section 4 of the Limited Liability Companies Act as grounds for       
derogation of the pre-emptive right of the shareholders exists with regard to   
the share issue.                                                                

3. Decision on the sale of the business activities of Kasola                    

As part of the Total Arrangement the Extraordinary General Meeting of Kasola    
held on 8 October 2007 has authorized the Board of Directors of Kasola,         
according to the proposal made public as a stock exchange release on 8 October  
2007, to sell the assets of Kasola to be sold in the Total Arrangement at fair  
price to the major shareholders of Kasola i.e. Maturiala Ltd, Jari Bachmann,    
Sanni Bachmann and Kirta Forsström or a third party designated by the said      
shareholders.                                                                   

By virtue of the above-mentioned authorization the Board of Directors of Kasola 
has, in its meeting of 22 November 2007, decided to sell the current business   
activities of Kasola, including the shares in Kaso Ltd and MK-Tresmer Ltd owned 
by Kasola as well as the real properties and leaseholds with buildings owned by 
Kasola to Maturiala Ltd, Kaso Ltd and MK-Tresmer Ltd. Kasola, Maturiala Ltd,    
Kaso Ltd and MK-Tresmer Ltd have signed an agreement on the sale and purchase of
the business activities on 22 November 2007 according to which the sale of the  
business activities is meant to be completed on 31 November 2007. The total     
purchase price for the business to be sold is 8,040,494 euros and the purchase  
price shall be paid on 30 November 2007. In addition to the purchase price, the 
purchaser of the business to be transferred shall assume the responsibility for 
the debts amounting to 2,300,000 euros of the subsidiaries of Kasola Plc. The   
effect on profits of the sale of the business activities before taxes to Kasola 
Plc is approximately 2.8 million euros. It has been agreed in the sale and      
purchase agreement on a possible additional purchase price, which shall be      
payable upon the fulfilment of the conditions specifically set forth in the sale
and purchase agreement. The total purchase price is an aggregate amount of the  
value of the business activities evaluated by an external valuer, excluding real
property, and of the value of real properties derived from the highest          
indicative offer for the real property.                                         

In accordance with the terms of the sale and purchase agreement the following   
assets which were part of the business activities of Kasola shall be sold to    
Maturiala Ltd:(i) shares in Kaso Ltd (business identity code 0109705-1); (ii)   
shares in MK-Tresmer Ltd (business identity code 0722222-0); (iii) other minor  
fixed assets; (iv) assets other than those belonging to the current assets of   
the balance sheet items and long-term receivables belonging to the fixed assets 
of the balance sheet items                                                      
; and (v) intellectual property rights (trade name Kasola and domain name kaso).

In accordance with the terms of the sale and purchase agreement a plot of land  
number 5 situated in quarter 40199 in the Suutarila district of the city of     
Helsinki at address Lyhtytie 2 shall be sold to Kaso Ltd.                       

In accordance with the terms of the sale and purchase agreement a right of      
tenancy to a plot of land number 10 in quarter 46039 in the Pitäjänmäki district
of the city of Helsinki at address Arinatie 12 and the buildings situated in the
plot shall be sold to MK-Tresmer Ltd.                                           

The title to the shares of Kaso Ltd and MK-Tresmer Ltd shall pass to Maturiala  
Ltd whereafter Kaso Ltd and MK-Tresmer Ltd shall get the possession of the      
aforementioned assets.                                                          

Kasola shall not, after the completion of the agreement, have responsibility for
any unknown liabilities (including for instance taxes or any other liabilities  
of whatever type), the grounds for which have arisen at the moment of the       
transfer of business or prior to that. In accordance with the terms of the sale 
and purchase agreement Maturiala Ltd, Kaso Ltd and MK-Tresmer Ltd shall purchase
the business which is the object of the sale and the assets included in the sale
as they are at the time of the transfer. In accordance with the terms of the    
agreement Kasola undertook to have full title to the object of the sale and that
it is fully entitled to assign and transfer the object of the sale to           
Maturiala Ltd, Kaso Ltd and MK-Tresmer Ltd. The company has not given any other 
undertakings regarding the object of the sale.                                  

The Board of Directors of Kasola has, after the Extraordinary General Meeting   
held on 8 October 2007, tried to find an outside purchaser for the real estates 
of the group. The indicative offers received have been clearly below the market 
price estimated by Catella Property Ltd and announced by Kasola on 8 October    
2007. It was agreed in the sale and purchase agreement regarding the sale of    
business activities of Kasola upon a possible additional purchase price. Kaso   
Ltd and MK-Tresmer Ltd have a duty to pay additional purchase price in a manner 
set forth in further detail in the agreement in case they sell the real         
properties in their possession on or earlier than 30 November 2008 for a value  
higher than the value of the real properties defined in the agreement. According
to the agreement, Kasola has also the right to arrange the sale of the real     
properties together on behalf and for the account of Kaso Ltd and MK-Tresmer Ltd
and Kasola is entitled to an additional purchase price according to the agreed  
method of calculation if the sale has been agreed on or a binding offer has been
received thereof no later than 30 November 2008 for a price higher than the     
value of said real properties defined in the agreement. Kaso Ltd and MK-Tresmer 
have according to the agreement an obligation to contribute by every possible   
means to the sale of real properties to a third party on market terms. The Board
of Directors of Kasola has decided to take action in order to make a sales      
commission and commence the sales process without delay. The liability to pay   
the additional purchase price and the amount of payment shall be separately     
determined in accordance with the calculation schemes defined in the agreement. 
If a binding purchase offer is submitted for the sale of real properties or the 
sale is agreed upon within one year from the signing of the sale and purchase   
agreement regarding the sale of business activities for a price which would,    
according to the calculation scheme specified in the sale and purchase          
agreement, lead to a situation where the purchasers of the business to be       
transferred should pay additional purchase price to Kasola, Kasola shall be     
entitled to additional purchase price, even if Kaso Ltd or MK-Tresmer Ltd would 
refuse to sell the real properties for the price offered.                       

The Board of Directors of Kasola has received an opinion from                   
Deloitte Corporate Finance Ltd regarding the sale of the business activities    
according to which opinion the sale of the business activities in the agreed    
manner results in an acceptable outcome for the shareholders and is reasonable  
for the shareholders.                                                           

Upon the completion of the transactions on 30 November 2007 and the sale of all 
the subsidiaries the current group structure of Kasola dissolves and only the   
parent company Kasola Plc remains to exist.                                     

Kasola has also been informed that John Nurminen Ltd and the major shareholders 
of Kasola (Maturiala, Jari Bachmann, Sanni Bachmann and Kirta Forsström) have   
agreed on the following:  For the completion of the Total Arrangement based on  
the general agreement John Nurminen Ltd shall pay 734,000 euros in compensation 
for damages to the major shareholders of Kasola since Kasola has not been able  
to complete the sale of business activities for the value based on the general  
agreement. According to the information delivered to Kasola, the compensation   
for damages is based on the fact independent of the major shareholders of Kasola
and John Nurminen Ltd, mainly on the evaluation opinion given by Catella        
Property Ltd specifically on a certain real property, which the major           
shareholders of Kasola and John Nurminen Ltd were not, when committing to the   
values of the general agreement and based on the information published by Kasola
and information available at that time, able to foresee as part of the Total    
Arrangement. The basis for the compensation for damages is the fact the major   
shareholders of Kasola undertook to the Total Arrangement assuming, among       
others, that the sales of the business activities of Kasola and the sales of the
real properties shall be completed in accordance with the general agreement.    
John Nurminen Ltd and the major shareholders of Kasola have stated that         
irrespective of the agreed purchase price the lower valuations based on the     
general agreement are in their understanding still justified. John Nurminen Ltd 
and the major shareholders of Kasola have thus accepted the sale of the business
activities as hereby agreed only as part of the Total Arrangement.              

4. Filing of prospectus with the Financial Supervision Authority                

The 9,999,989 new A-class shares of the company to be given as demerger         
consideration in the directed share issue described above in section 2 for the  
transfer of logistics business activities to the shareholders of John Nurminen  
Ltd shall be subject to public trading in the Helsinki Stock Exchange and for   
this purpose the prospectus to be published regarding said shares shall be filed
today for the approval of the Financial Supervision Authority.                  

                                                                                
KASOLA PLC                                                                      

Tapani Väljä                                                                    
Managing director                                                               

Further information:                                                            
                                                                                
Tapani Väljä                                                                    
Managing director                                                               
Kasola Oyj                                                                      
tel. 0400 505 078                                                               
email: tapanivalja.kasola@kaso.fi                                               
www.kasola.fi                                                                   



DISTRIBUTION                                                                    
                                                                                
Helsinki Stock Exchange                                                         
Main media                                                                      



APPENDIX 1 TO THE STOCK EXCHANGE RELEASE OF 22 NOVEMBER 2007                    

The distribution of new A-class shares to be issued in the directed share issue 
of Kasola among the shareholders of John Nurminen Ltd                           


SHAREHOLDER			NUMBER OF SHARES                                                  

Juha Nurminen				5,311,415                                                      

JN Uljas Ltd				1,094,112                                                       

Jukka Nurminen				893,229                                                       

Satu Lassila				885,566                                                         

Mikko Nurminen				876,808                                                       

Rolf Saxberg				181,451                                                         

Kaj Kulp					125,893                                                            

Matti Lainema				89,630                                                         

Matti Packalen				75,262                                                        

Olli Pohjanvirta				75,262                                                      

Hannu Vuorinen				58,157                                                        

Isto Kiviniemi				49,262                                                        

Harri Vainikka				47,894                                                        

Tapani Raunio				47,894                                                         

Lasse Paitsola				43,104                                                        

Matti Timonen				34,210                                                         

Jorma Kervinen				34,210                                                        

Svante Eriksson				34,210                                                       

Petter Pelkonen				21,894                                                       

Antti Sallila				20,526