Nordic Aluminium - Company Announcement

Oy Lival Ab’s takeover bid for Nordic Aluminium Plc’s shares starts on 20 August 2012

Nordic Aluminium Oyj (“Nordic Aluminium ” or ”Company”) has today, on 17 August
2012 received information according to which the previously published public
takeover bid made by Oy Lival Ab (“Lival”) regarding Nordic Aluminium Oyj's
shares (”Takeover Bid”) will commence on 20 August 2012. The independent board
members of the Company unanimously recommend that the Takeover Bid shall be
accepted by the shareholders. The statement of the board of directors is
attached hereto as appendix 2. 



The Finnish Financial Supervisory Authority has today, on 17 August 2012
accepted the offer document concerning the Takeover Bid (“Offer Document”).
Information of the terms and conditions of the Takeover Bid are set forth in
the notification published by Oy Lival Ab, attached as a whole as appendix 1 to
this stock exchange release. 



The Takeover Bid's time allowed for acceptance shall commence on 20 August 2012
at 10 a.m. Finnish time and shall end on 14 September 2012 at 4 p.m. Finnish
time (“Offer Period”). Lival retains a right to extend the time allowed for
acceptance in accordance with the terms and conditions of the Takeover Bid. 



The announced 30.00 Euro consideration per Share equals (i) 5.71 per cent's
premium compared to the Share's 28.38 Euro closing price in the Helsinki Stock
Exchange on the last day of trading prior to the publishing of the Takeover
Bid, (ii) approximately 11 per cents' premium compared to the Share's 27.02
Euro medium rate of last three (3) months' average rate weighted with the
transaction amounts of the Shares in the Helsinki Stock Exchange (comparable
information approximately 1.62 per cent and 29.52 Euro taking into account the
block trades carried out in the Helsinki Stock Exchange), and (iii)
approximately 10 per cent premium compared to the Share's 27.31 Euro medium
rate of last six (6) months' average rate weighted with the transaction amounts
of the Shares in the Helsinki Stock Exchange (comparable information
approximately 5.56 per cent and 28.42 Euro taking into account the block trades
carried out in the Helsinki Stock Exchange). 



The last date of trading taken into consideration while calculating the medium
rates weighted by transaction amounts is 9 August 2012. 



The offer document shall be available starting on 20 August 2012 at 9.00 a.m.
Finnish time at ELVI bank's Helsinki offices at Aleksanterinkatu 19 A, 00100
Helsinki, at Nasdaq OMX Helsinki's offices at Fabianinkatu 14, 00130 Helsinki
and at Lival's offices at Lukkarinmäentie 1, 04130 Sipoo. Offer Document shall
be available also in internet at www.evli.com. 



The Bidder retains a right for itself and its circle of acquaintances to buy
Shares during the Offer Period also through public trading at Helsinki Stock
Exchange or by other means. 



Most of the Finnish account custodians shall send their clients booked down to
Company's shareholder register an announcement of the Takeover Bid as well as
proceeding instructions relating thereto and the acceptance form. If the
shareholders do not receive proceeding instructions and acceptance form from
their account custodian (such as Euroclear Finland Oy) the shareholders may
contact Evli Pankki Oyj (“Evli”) by phone at +358 (0)9 4766 9573 or by e-mail
to operations@evli.com to gain necessary information to render their
acceptance. 



Those shareholders whose Shares are under administrative registration and who
wish to accept the Takeover Bid, shall render their acceptance in accordance
with the instructions of the administrative registration's administrator. 



Relating to pledged shares the acceptance of the Takeover Bid shall require the
pledgee's consent. Acquiring of the consent is a responsibility of the said
shareholder. The consent of the pledgee shall be delivered to the account
custodian in writing. 



The preliminary outcome of the Takeover Bid shall be declared by a stock
exchange release approximately on the first banking day following the date when
the Offer Period has ended (including the extended or suspended extended Offer
Period). In connection to the announcement of the preliminary outcome it shall
be announced whether the Offer Period be extended. The final outcome of the
Takeover Bid shall be announced approximately on the third banking day
following the date when the Offer Period has ended (including the extended or
suspended extended Offer Period). In connection to the announcement of the
final outcome the number of Shares on whose part the Takeover Bid has been duly
accepted shall be announced as well as whether the Takeover Bid shall be
executed. 





Helsinki, 17 August 2012



Nordic Aluminium Oyj



For further information, please contact: Joakim Berndtsson, CEO, tel. +358 20
7660 206 





Distribution: NASDAQ OMX Helsinki Oy, essential media



APPENDIX 1: Oy Lival Ab's notification 17 August 2012

APPENDIX 2: Statement of the board of directors








APPENDIX 1



Oy Lival Ab's cash takeover bid for Nordic Aluminium Plc's all shares starts on
20 August 2012 



Not to be published in Australia, South-Africa, Japan, Canada and the United
States. 



Notification 17 August 2012 at 09.30.





Oy Lival Ab's cash takeover bid for Nordic Aluminium Plc's all shares starts on
20 August 2012 



Oy Lival Ab (”Lival” or ”Bidder”) announces that it will commence on 20 August
2012 a cash takeover bid (”Takeover Bid”) to acquire all of Nordic Aluminium
Oyj (“Nordic Aluminium ” or ”Company”) shares (“Shares”) which are not
possessed by Nordic Aluminium or its subsidiaries or are not in the possession
of the Bidder. 



Oy Lival Ab is fully owned by Stig Lival-Lindström. Lival owns 3 443 515 Shares
constituting 71.19 percent of shares and votes issued by the Company. 



In addition Stig Lival-Lindström owns 132 790 Shares constituting 2.75 per cent
of shares and votes issued by the Company, Varma Mutual Pension Insurance
Company owns 290 000 Shares constituting 6.00 per cent of shares and votes
issued by the Company, Sijoitusrahasto Aktia Capital owns 217 000 Shares
constituting 4.49 per cent of shares and votes issued by the Company, Fondita
Nordic Micro Cap Placeringsfond owns 90 000 Shares constituting 1.86 percent of
shares and votes issued by the Company, Mandatum Life Insurance Company Ltd
owns 59 754 Shares constituting 1.24 per cent of shares and votes issued by the
Company and Torolf Theman owns 20 064 Shares constituting 0.41 per cent of
shares and votes issued by the Company. Other shareholders own 542 359 Shares
constituting 11.21 per cent of shares and votes issued by the Company. Above
mentioned ownership information reflects data on 8 August 2012. 



Varma Mutual Pension Insurance Company, holding 6.00 per cent of the Company's
shares, has given its commitment to the Bidder to accept the Takeover Bid. 



Stig Lival-Lindström who is the Chairman of Nordic Aluminium's Board of
Directors and Lival's Managing Director and the sole Member of the Board of
Directors, will not participate in Nordic Aluminium's board or other work
relating to the Takeover Bid. 



The announced 30.00 Euro consideration per Share equals (i) 5.71 per cent's
premium compared to the Share's 28.38 Euro closing price in the Helsinki Stock
Exchange on the last day of trading prior to the publishing of the Takeover
Bid, (ii) approximately 11 per cents' premium compared to the Share's 27.02
Euro medium rate of last three (3) months' average rate weighted with the
transaction amounts of the Shares in the Helsinki Stock Exchange (comparable
information 29.52 Euro and approximately 1.62 per cent taking into account the
block trades carried out in the Helsinki Stock Exchange), and (iii)
approximately 10 per cent premium compared to the Share's 27.31 Euro medium
rate of last six (6) months' average rate weighted with the transaction amounts
of the Shares in the Helsinki Stock Exchange (comparable information 28.42 Euro
and approximately 5.56 per cent taking into account the block trades carried
out in the Helsinki Stock Exchange). 



The last date of trading taken into consideration while calculating the medium
rates weighted by transaction amounts is 9 August 2012. 



Lival shall use its existing cash to finance the Takeover Bid.



The Takeover Bid's time allowed for acceptance (“Offer Period”) shall commence
on 20 August 2012 at 10 a.m. Finnish time and shall end on 14 September 2012 at
4 p.m. Finnish time. 



The execution of the Takeover Bid requires amongst other things that the
Takeover Bid has been accepted in relation to Shares representing (together
with the shares owned by Lival and its Circle of Acquaintances (as defined
below)) over 90 per cent of Nordic Aluminium's Shares and votes. Circle of
acquaintances shall mean Stig Lival Lindström and companies under his ruling,
other than the Bidder (“Circle of Acquaintances”). 



Lival shall retain a right to waive any terms and conditions for execution of
the Takeover Bid. The material terms and conditions of the Takeover Bid,
including the terms and conditions for the Takeover Bid's execution are
attached to this stock exchange release. 



The Bidder retains a right for itself and its Circle of Acquaintances to buy
Shares during the Offer Period also through public trading at Helsinki Stock
Exchange or by other means. 



Lival shall announce the preliminary outcome of the Takeover Bid by a stock
exchange notification approximately on the next banking day following the date
when the Offer Period has ended (including the extended or suspended extended
Offer Period). In connection to the announcement of the preliminary outcome it
shall be announced whether the Offer Period be extended. The final outcome of
the Takeover Bid shall be announced by Lival approximately on the third banking
day following the date when the Offer Period has ended (including the extended
or suspended extended Offer Period). In connection to the announcement of the
final outcome the number of Shares on whose part the Takeover Bid has been duly
accepted shall be announced. 



Most of the Finnish account custodians  shall send their clients booked down to
Company's shareholder register an announcement of the Takeover Bid as well as
proceeding instructions relating thereto and the acceptance form. If the
shareholders do not receive proceeding instructions and acceptance form from
their account custodian (such as Euroclear Finland Oy) the shareholders may
contact Evli Pankki Oyj (“Evli”) by phone at +358 (0)9 4766 9573 or by e-mail
to operations@evli.com to gain necessary information to render their
acceptance. 



Those shareholders whose Shares are under administrative registration and who
wish to accept the Takeover Bid, shall render their acceptance in accordance
with the instructions of the administrative registration's administrator. The
Bidder shall not send the acceptance form nor other documents relating to the
Takeover Bid to these shareholders. 



Relating to pledged shares the acceptance of the Takeover Bid shall require the
pledgee's consent. Acquiring of the consent is a responsibility of the said
shareholder. The consent of the pledgee shall be delivered to the account
custodian in writing. 



The Finnish Financial Supervisory Authority has on 17 August 2012 accepted the
offer document concerning the Takeover Bid (“Offer Document”). Offer Document
shall be available starting on 20 August 2012 at 9 a.m. Finnish time at ELVI
bank's Helsinki offices at Aleksanterinkatu 19 A, 00100 Helsinki, at Nasdaq OMX
Helsinki's offices at Fabianinkatu 14, 00130 Helsinki and at Lival's offices at
Lukkarinmäentie 1, 04130 Sipoo. Offer Document shall be available also in
internet at www.evli.com. 



Ernst & Young Oy shall act as the Bidder's financial and legal advisor.



Further details:

For further information, please contact: Andri Vainio, Information Officer,
telephone number: +358 40 1676717. 





Terms and conditions of the Takeover Bid



Target of the Takeover Bid



The Bidder offers in accordance with the Takeover Bid to acquire all Shares
issued by the Company which are not possessed by Nordic Aluminium or its
subsidiaries or are not in the possession of the Bidder. 



Consideration



The consideration to be paid for each Share in accordance with the Takeover Bid
shall be 30 Euros in cash subject to the valid acceptance of the Takeover Bid
in accordance with its terms and conditions and that the acceptance has not
been validly withdrawn (“Consideration”). 



The Consideration has been defined based on the fact that the number of Shares
on the Date of the Offer Document is 4,836,882 (including all issued Shares)
and the Company has not issued any other securities entitling to shares. If the
number of Shares is increased or the Company shall issue special rights
entitling to Company's shares in accordance with the chapter 10 of the Finnish
Companies act prior to the execution date (as further defined below in section
“Conditions for the execution of the Takeover Bid”), the Bidder shall have the
right to revise the Consideration accordingly. 



If the Company's shareholder meeting decides prior to the Execution Date (as
defined below) upon a distribution of dividend or distribution of other assets
whereto the shareholder who has accepted the Takeover Bid is entitled, the
Consideration shall be reduced by the amount corresponding to the amount of the
dividend or the distribution of profits per Share. 



Offer period



Offer period shall commence on 20 August 2012 at 10.00 a.m. Finnish time and
shall end on 14 September 2012 at 4.00 p.m. Finnish time, unless the offer
period is extended or the extended offer period is suspended as stated below
(“Offer Period”). Acceptance of the Takeover Bid shall be delivered to the
recipient prior the end of the Offer Period as stipulated below in section
“Acceptance procedure of the Takeover Bid”. Bidder may at any time extend the
Offer Period. The Bidder shall inform of the possible extension to the Offer
Period by a stock exchange notification no later than on the next banking day
as of the end of the Offer Period. In addition the Bidder shall inform of the
possible re-extension to the extended Offer Period or the re-extension to the
suspended extended Offer Period no later than on the next banking day as of the
end of the extended Offer Period or the end of the suspended extended Offer
Period. 



The Offer Period as a whole may run for the maximum of ten (10) weeks. However,
if the conditions for the Takeover Bid's execution have not been met due to a
special impediment referred to in the Finnish Financial Supervisory Authority's
standard 5.2c regarding public takeover bids, the Bidder may extend the
Takeover Bid to run more than ten (10) weeks until the said impediment has been
eliminated and the Bidder has had a reasonable time to take into consideration
the said situation. In such case the Bidder shall inform the new end date at
least two (2) weeks prior to the end of the Offer Period. 



The Bidder has the right to suspend the extended Offer Period. The Bidder shall
inform of its decision regarding the suspension of the extended Offer Period as
soon as possible after the decision regarding the suspension has been made and
in all cases no later than one (1) week prior to the end of the Offer Period to
be suspended. If the Bidder suspends the extended Offer Period the Offer Period
will end on the prior moment as informed by the Bidder, unless the Bidder will
re-extend the Offer Period in accordance with what is stated above. 



Conditions for the execution of the Takeover Bid



A condition for the execution of the Takeover Bid is that the below mentioned
conditions for the execution of the Takeover Bid (“Conditions for Execution”)
are met on the date or by the date when the sales of the Shares, on behalf of 
which the Takeover Bid is validly accepted, shall be executed as further
stipulated below in sections “Execution of the Takeover Bid” and “Payment
terms, clarification and payment of the Consideration” (“Execution Date”) or
that the Bidder shall waive the below conditions or some of them: 



  -- A competent court or regulating authority has not given legally enforceable
     decision which would prevent the execution of the Takeover Bid;



  1. The Takeover Bid has been bindingly accepted in relation to Shares
     representing (together with the Shares owned by the Bidder and its Circle
     of Acquaintances) over 90 percent of the Company's Shares and votes
     attached to the Shares; and



  1. No issue, change or circumstance has occurred, from which the Bidder or its
     Circle of Acquaintances did not know at the time of publishing of the
     Takeover Bid, and which is likely to have a material adverse effect to
     Company's or its subsidiaries' business, funds, financial status or its
     business profit.



The Bidder retains a right to withdraw from the Takeover Bid if the any of the
above conditions is not met or it has become evident that any of the conditions
shall not or cannot be met. The Bidder may, to the extent permitted by law,
waive any of the above mentioned conditions which have not been met. If all
conditions are met or the Bidder has waived them or some of them no later than
on the Execution Date, the Bidder shall execute the Takeover Bid in accordance
with the terms and conditions of the Takeover Bid after the Offer Period has
ended, by acquiring the Shares, relating to which the valid acceptance has been
retained, to Bidder possession and by paying the Consideration to the
shareholders who have validly accepted the Takeover Bid as further stipulated
below in sections “Execution of the Takeover Bid” and “Payment terms,
clarification and payment of the Consideration”. 





Duty to increase the Consideration and duty to make a refund



The Bidder retains a right for itself and its Circle of Acquaintances to buy
Shares during the Offer Period also through public trading at Helsinki Stock
Exchange or by other means. If the Bidder or a person referred to in the
section 10.2 of chapter 6 of the Finnish Securities Markets Act (459/1989
including amendments thereto, “Securities Markets Act”) acquires Shares prior
to the end of the Offer Period by a higher price than the Consideration or
otherwise with better terms and conditions, the Bidder shall, in accordance
with the section 13 of chapter 6 of the Securities Markets Act, amend the
conditions of the Takeover Bid to correspond the terms and conditions of the
above mentioned sales which have been made with better terms and conditions
(duty to increase the Consideration). In this case the Bidder shall publish
information of the duty to increase the Consideration without undue delay and
it shall pay, when the Takeover Bid is executed, the consideration in
accordance with sales executed with better terms and conditions to the
shareholders who have accepted the Takeover Bid. 



If the Bidder or If the Bidder or a person referred to in the section 10.2 of
chapter 6 of the Securities Markets Act acquires Shares within nine (9) months
as of the end of the Offer Period by a higher price or by otherwise better
terms and conditions than the Consideration or otherwise with better terms and
conditions, the Bidder shall, in accordance with the section 13 of chapter 6 of
the Securities Markets Act, refund the shareholders, who have accepted the
Takeover Bid, the amount corresponding the difference between the price of the
sales made by better terms and conditions and the Consideration (duty to make a
refund). In this case the Bidder shall publish information of the duty to makea refund without undue delay and it shall pay the difference between the sales
made by better terms and conditions and the Consideration within one (1) month
as of the date when the duty to make a refund has been established to
shareholders who have accepted the Takeover Bid. 



In accordance with the section 13.5 of chapter 6 of the Securities Markets Act
no duty to make a refund shall exist if the price for the Share higher than the
Consideration is based on a decision rendered by arbitration court,
necessitating that the Bidder or a person referred to in the section 10.2 of
chapter 6 of the Securities Markets Act has not, prior or during to the
arbitration proceedings, offered to acquire Shares by better terms and
conditions than what is stated in the Takeover Bid. 



Acceptance procedure of the Takeover Bid



A shareholder who is, during the Offer Period, registered into Company's
shareholder register may accept the Takeover Bid, excluding the Company and its
subsidiaries. 



The acceptance of the Takeover Bid shall be given per book-entry system.
Shareholder may accept the Takeover Bid only unconditionally and on behalf of
all Shares included in the book entry system mentioned in the acceptance form.
Acceptance given during the Offer Period shall be valid also until the end of
the extended Offer Period or the suspended extended Offer Period. 



Most of the Finnish account custodians shall send their clients booked down to
Company's shareholder register an announcement of the Takeover Bid as well as
proceeding instructions relating thereto and the acceptance form. If the
shareholders do not receive proceeding instructions and acceptance form from
their account custodian (such as Euroclear Finland Oy) the shareholders may
contact Evli Pankki Oyj (“Evli”) by phone at +358 (0)9 4766 9573 or by e-mail
to operations@evli.com to gain necessary information to render their
acceptance. 



Those shareholders whose Shares are under administrative registration and who
wish to accept the Takeover Bid, shall render their acceptance in accordance
with the instructions of the administrative registration's administrator. The
Bidder shall not send the acceptance form or other documents relating to the
Takeover Bid to these shareholders. 



Relating to pledged shares the acceptance of the Takeover Bid shall require the
pledgee's consent. Acquiring of the consent is the responsibility of the said
shareholder. The consent of the pledgee shall be delivered to the account
custodian in writing. 



The Company's shareholders who accept the Takeover Bid, shall give their
acceptance to the account custodian administrating their book-entry system in
accordance with the account custodian's instructions and within the time limit
set by the same or, if the said account custodian does not receive the
acceptance (e.g. the clients of Euroclear Finland Oy), the shareholders may
contact Evli to accept the Takeover Bid on behalf of the Shares owned by such
shareholder. The Bidder retains a right to reject the acceptances that are made
defectively or inadequately. 



The acceptance shall be delivered in such manner that it is received within the
Offer Period (including the extended or the suspended extended Offer Period)
taken into consideration the instructions given by the account custodian. The
account custodian may request to receive the acceptance prior to the end of the
Offer Period. The Company's shareholders shall deliver the acceptance at their
own responsibility. Acceptance is deemed to be delivered only when the account
custodian or Evli has actually received it. 



No shareholder of the Company, who has accepted the Takeover Bid validly in
accordance with terms and conditions of the Takeover Bid, shall be entitled to
sell or otherwise dispose of the Shares owned by the said shareholder. 



By accepting the Takeover Bid the shareholders shall authorize Evli or person
authorized by Evli or their account custodian  to book down a restriction on
the right to dispose or restriction on sale to shareholder's book-entry system
as stipulated below in section “Technical execution of the Takeover Bid in the
book-entry system”, after the shareholder has delivered its acceptance. In
addition the shareholders who have accepted the Takeover Bid shall authorize
Evli or person authorized by Evli or their account custodian to execute other
entries needed and to commence other actions needed for the technical execution
of the Takeover Bid as well as to sell all the Shares on behalf of which the
acceptance has been given and which are possessed by the said shareholder on
the time of execution of the sales to the Bidder in accordance with the terms
and conditions of the Takeover Bid. 



Cancellation of the acceptance of the Takeover Bid



The acceptance of the Takeover Bid is bonding and it cannot be cancelled,
unless otherwise stated in the applicable law (section 8 of chapter 6 of the
Securities Markets Act). 



Technical execution of the Takeover Bid in the book-entry system



When the account custodian or Evli has received the acceptance relating to the
Shares in accordance with the terms and conditions of the Takeover Bid, the
account custodianor Evli shall book down a restriction on the right to dispose
or restriction on sale to shareholder's book-entry system. The a restriction on
the right to dispose or restriction on sales shall be eliminated and the
Consideration shall be paid to the Company's shareholder in connection to the
execution sale of the Takeover Bid or its' clarification. 



If the Takeover Bid is not executed, the a restriction on the right to dispose
or restriction on sale shall be eliminated from the book-entry account as soon
as possible and approximately within three (3) banking days as of the
notification regarding the non-execution of the Takeover Bid. In this case the
Bidder shall not compensate the shareholder payments which the account
custodian or the administrative registration's administrator may claim relating
to the same. 



Declaration of the preliminary and final outcome of the Takeover Bid



The preliminary outcome of the Takeover Bid shall be declared by a stock
exchange notification approximately on the first (1.) banking day following the
date when the Offer Period has ended (including the extended or suspended
extended Offer Period). In connection to the announcement of the preliminary
outcome it shall be announced whether the Offer Period be extended. The final
outcome of the Takeover Bid shall be announced approximately on the third (3.)
banking day following the date when the Offer Period has ended (including the
extended or suspended extended Offer Period). In connection to the announcement
of the final outcome the number of Shares on whose part the Takeover Bid has
been duly accepted shall be announced as well as whether the Takeover Bid shall
be executed. 



Execution of the Takeover Bid



The Takeover Bid shall be executed in relation to those shareholders of the
Company who have validly accepted the Takeover Bid and who have not validly
cancelled their acceptance in situation referred to in section 8 of chapter 6
of the Securities Markets Act on the Execution Date of the Takeover Bid
(including the extended and suspended extended Offer Period) at the latest,
which shall be the fourth (4.) banking day as of the end of the Offer Period,
i.e. the anticipated date is 20 September 2012. If possible the execution of
sales of the Shares shall be made via Helsinki Stock Exchange necessitating
that the regulations applied to security trading at Helsinki Stock Exchange 
allow the same. Otherwise the execution sales shall be made outside the
Helsinki Stock Exchange . The execution of sales  shall be clarified
approximately on third (3.) banking day as of the Execution Date
(“Clarification Date”), i.e. the anticipated date is 25 September 2012. 



Payment terms, clarification and payment of the Consideration



Consideration shall be paid on the Clarification Date to the book-entry
system's administration account of the Company's shareholder who has validly
accepted the Takeover Bid. If the Company's shareholders' administration
account is in another financial institution than the shareholder's book-entry
system, the Consideration shall be paid to the bank account in accordance with
the payment traffic system between the financial institutions approximately two
(2) banking days later. 



The Bidder retains a right to suspend the payment of the Share's Consideration
if the payment is prevented or interrupted due to force majeure. However, the
Bidder shall make the payment as soon as the force majeure preventing or
interrupting the payment has been solved. 



Transfer of title



Ownership to Shares relating to which a valid acceptance has been given and the
acceptance has not been validly cancelled in situation referred to in section 8
of chapter 6 of the Securities Markets Act shall transfer to the Bidder on
Clarification Date as return of the payment of the Consideration. 



Transfer tax



The possible transfer tax arising out of the sale of the Shares in accordance
with the Takeover Bid in Finland shall be borne by the Bidder. 



Other payments



Each shareholder of the Company shall be liable for expenses which the account
custodian may claim upon an agreement between the shareholder and the account
custodian as well as costs and fees claimed by account custodian, asset
managers, administrative registration's administrator or other persons relating
to the release of encumbrances or release of possible other restrictions
preventing the sale of Shares. 



Bidder shall be liable for other customary expenses which arise out of the
book-entries necessitated by the Takeover Bid, execution of the sales of the
Shares in accordance with the Takeover Bid as well as payment of the
Consideration. 



If the Company's shareholder cancels the acceptance of the Takeover Bid due to
a takeover bid made by a third party within the Offer Period certain account
custodian  may claim a separate fee on the shareholder relating to book-entries
of the acceptance of the Takeover Bid and the cancellation of the takeover bid
(please see above ”Cancellation of the acceptance of the Takeover Bid”).
Company's shareholder who cancels its acceptance during the Offer Period due to
a takeover bid made by a third party shall be liable to pay all fees which the
account custodian administrating the book-entry system or the  administrative
registration's administrator may claim upon cancellation. 



Miscellaneous



The Finnish law shall govern the Offer Document and the Takeover Bid and all
disputes relating to the Offer Document and the Takeover Bid shall be solely
settled by the courts of Finland. 



The Bidder retains a right to amend the terms and conditions of the Takeover
Bid in accordance with section 7 of chapter 6 of the Securities Markets Act.
The Bidder retains a right to decide upon the waiving of the Takeover Bid in
accordance with the section 5 of chapter 6 of the securities Markets Act if the
Financial Supervisory Authority decides upon the extension of the Offer Period. 



The Bidder shall be entitled to sell Shares during the Offer Period in public
trading in Helsinki Stock Exchange or by other means if special grounds exist
for such sale. Special grounds may be established for example in a situation
where the conditions set for the execution of the Takeover bid shall not be
met, the Takeover Bid is cancelled due to section 8 of chapter 6 of the
Securities Markets Act or when the Bidder has special grounds to transfer
shares to person parallel to the Bidder. The Bidder shall publish information
of its' intent to sell Shares so that no transactions relating to the sales
shall be made or other actions pertaining to the sales shall be committed to
prior at least one banking day has lapsed after the publication of the said
information. 



If a third party makes a competing offer during the Offer Period the Bidder
shall, in accordance with the section 8 of chapter 6 of the Securities Markets
Act, retain a right to (i) decide upon the extension to the Offer Period; (ii)
decide upon an amendment to Takeover Bid's terms and conditions; and (iii)
decide upon the elapsing of the Takeover Bid during the Offer Period and prior
to the end of the competing offer's offer period. 



The Bidder shall decide upon all other issues pertaining to the Takeover Bid.



The Takeover Bid shall not be made and the Shares shall not be accepted to be
acquired by any person or on behalf of any person in any such country in which
the making of the Takeover Bid or its acceptance would be in breach with such
country's legislation on securities or other laws or regulations, or would
necessitate registration or approval of any other authority than the
authorities specifically mentioned in the Offer Document. The Takeover Bid
shall not be made directly or indirectly in Australia, South-Africa, Japan,
Canada or the United States or to these countries, nor shall this Offer
Document or documents relating thereto be sent to Australia, South-Africa,
Japan, Canada or the United States. 














APPENDIX 2



STATEMENT BY THE BOARD OF DIRECTORS OF NORDIC ALUMINIUM PLC ON THE TAKEOVER BID
MADE BY OY LIVAL AB 



The Board of Directors of Nordic Aluminium Plc (“Board”) issues this statement
in accordance with Chapter 6, Section 6 of the Finnish Securities Market Act
regarding Oy Lival Ab's takeover bid published on 10 August 2012: 



1. Background

Oy Lival Ab (”Lival” or “Bidder”) will make a voluntary takeover bid (”Takeover
Bid”) to acquire all the Nordic Aluminium Plc (“Nordic Aluminium” or “Company”)
shares (”Shares”) which are not possessed by Nordic Aluminium or its
subsidiaries or are not in the possession of the Bidder. Lival is fully owned
by Nordic Aluminium's Chairman of the Board of Directors Stig Lival-Lindström. 

On 20 August 2012, the Bidder shall publish an offer document (“Offer
Document”) in which it sets out, inter alia, background for the Takeover Bid,
strategic plans as well as the terms and conditions of the Takeover Bid. 

The consideration to be paid for each Share in accordance with the Takeover Bid
shall be 30 Euros in cash subject to the valid acceptance of the Takeover Bid
(“Consideration”). The Takeover Bid's time allowed for acceptance shall
commence on 20 August 2012 and end on 14 September 2012. Lival retains a right
to extend the time allowed for acceptance in accordance with the terms and
conditions of the Takeover Bid. 



The Bidder has announced that if the direct ownership of the Bidder or Stig
Lival-Lindström's, having the control over the Bidder, direct or indirect
ownership exceeds nine tenth's (9/10) of the Shares and votes attached to the
Shares, it or him shall start the redemption process in accordance with the
Finnish Companies Act (624/2006 including amendments thereto, “Companies Act”).
Then the Shares that have not been offered to the Bidder according to the
Takeover Bid shall be redeemed in accordance with the procedure of Companies
Act's Chapter 18. 



According to the Bidder, if the prerequisites for delisting of the Shares in
Helsinki Stock Exchange are met, the Bidder or Stig Lival-Lindström, having the
control over the Bidder, shall use its or his control over the Company so that
the Company shall seek delisting of the Shares in Helsinki Stock Exchange. 



The Board of Directors has established a committee to evaluate the Takeover Bid
to which the independent members of the Board of Directors Hans Jonasson and
Nina Ehrnrooth have been elected. The committee members in question are
independent in regards to the Takeover Bid. Stig Lival-Lindström who is the
Chairman of Nordic Aluminium's Board of Directors and Lival's Managing Director
and the sole member of the Board of Directors, will not participate in Nordic
Aluminium's board or other work relating to the Takeover Bid. A member of the
Board, Viveka Iisaho, who is Stig Lival-Lindström's sister and employed by
Lival as an HR manager has participated in the formal decision-making of the
Board but has not participated in the preparation of this statement. 



Due to the Bidder and Stig Lival-Lindström having control over the Bidder
currently holding altogether approximately 73.94 percent of Shares and votes
issued by Nordic Aluminium, the Board has not actively sought alternative or
competing offers. The Board has not received alternative or competing offers
from third parties, and is not aware of the preparation of any such offers. In
addition, Varma Mutual Pension Insurance Company, holding 6.00 per cent of the
Company's shares, has given its commitment to the Bidder to accept the Takeover
Bid. 



2. The Board's evaluation of the Takeover Bid

For the purpose of evaluating the Takeover Bid the Board has engaged Alexander
Corporate Finance Oy to provide an independent fairness opinion (“Fairness
Opinion”) concerning the financial terms of the Takeover Bid. The Board states
that according to Alexander Corporate Finance Oy's Fairness Opinion, with the
assumptions presented in the opinion, the Takeover Bid is, from a financial
point of view, fair to Nordic Aluminium's shareholders. 



The announced 30.00 Euro consideration per Share equals (i) 5.71 per cent's
premium compared to the Share's 28.38 Euro closing price in the Helsinki Stock
Exchange on the last day of trading prior to the publishing of the Takeover
Bid, (ii) approximately 11 per cents' premium compared to the Share's 27.02
Euro medium rate of last three (3) months' average rate weighted with the
transaction amounts of the Shares in the Helsinki Stock Exchange (comparable
information approximately 1.62 per cent and 29.52 Euro taking into account the
block trades carried out in the Helsinki Stock Exchange), and (iii)
approximately 10 per cent premium compared to the Share's 27.31 Euro medium
rate of last six (6) months' average rate weighted with the transaction amounts
of the Shares in the Helsinki Stock Exchange (comparable information
approximately 5.56 per cent and 28.42 Euro taking into account the block trades
carried out in the Helsinki Stock Exchange). 



The large-scale ownership of the Bidder has likely resulted to the fact that
the Share's liquidity in the Helsinki Stock Exchange has not been on a
satisfactory level and that the listing of the Shares does not render any
substantial benefit to the Company or its shareholders. Many of the Company's
shareholders have not probably had a chance to realize their ownership in the
Company due to the low liquidity. The Bidder on its part enables the
realization of the said ownership via the Takeover Bid. 



The Board has assessed the Takeover Bid and its terms on the basis of the Offer
Document, the Fairness Opinion of Alexander Corporate Finance Oy and other
available information. The Board has assessed that the Consideration is fair
for the shareholders and recommends that the Company's shareholders approve the
Takeover Bid. 

The Board notes, however, that the assessment of the Board does not constitute
investment advice to the shareholders, nor can the Board be required to
specifically evaluate the general price development or the risks associated
with any investment activity in general. Acceptance or refusal of the Takeover
Bid is always a matter to be decided by the shareholders themselves, for which
the starting point should be the information presented by the Bidder in the
Offer Document. 



3. The Board's evaluation of the strategic plans set out by the Bidder in the
Offer Document and their probable impacts on the operations and employment of
the Company 

According to the Offer Document “Completion of the Takeover Bid does not have a
direct impact on the business or assets of Nordic Aluminium or on the position
of its management or employees.” Furthermore, the Offer Document states that
”The Bidder and its Circle of Acquaintances wish to increase their ownership in
the Company. If the direct ownership of the Bidder or Stig Lival-Lindström's,
having the control over the Bidder, direct or indirect ownership exceeds nine
tenth's (9/10) of the Shares and votes attached to the Shares, it or him shall
start the redemption process in accordance with the Companies Act and use its
or his control over the Company so that the Company shall seek delisting of the
Shares in Helsinki Stock Exchange. 

In accordance with the Bidder's view a clear industrial link exists between the
businesses of the Company and Lival, which's comprehensive utilization, would
become materially easier should the Bidder hold 100 per cents' ownership in the
Company. The Bidder also believes that the Company as an unlisted company can
develop its business and execute its strategy in the best possible way. Based
on the current view of the Bidder its strategic plans regarding Nordic
Aluminium do not affect the personnel of the Company or the location of the
business.“ 



Based on the information set out in the Offer Document Nordic Aluminium's Board
of Directors assesses that the Takeover Bid will not have a direct impact on
the business activities or employment of Nordic Aluminium. 





In Sipoo, 17 August 2012



NORDIC ALUMINIUM PLC

The Board of Directors







Kirkkonummi August 17, 2012



NORDIC ALUMINIUM PLC



Joakim Berndtsson

CEO

For further information please contact:

CEO Joakim Berndtsson, tel. +358 20 7660 200



Distribution:

OMX NASDAQ Helsinki

The Main Media

www.nordicaluminium.fi



NOAE1212

Attachments:

NOAE1212.pdf