Nordic Aluminium - Notice to general meeting

Summons to the Annual General Meeting of Nordic Aluminium Plc

NORDIC ALUMINIUM PLC NOTICE TO CONVENE ANNUAL GENERAL MEETING March 4, 2010
12.30 pm 

The shareholders of Nordic Aluminium Plc are summoned to the Annual General
Meeting of the shareholders to be held on 31 March 2010 at 1:00 p.m. in the
Company's premises at Kirkkonummi, address Kaapelitie 69, 02490 Pikkala. The
reception of persons who have registered for the meeting and the distribution
of voting slips will commence at 12:30. 

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 2009 

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 2009 a dividend of EUR 1.30 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 7 April 2010. The Board
proposes that the dividend be paid on 14 April 2010. 

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 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. The Board's proposal for the amendment of the Articles of Association

The Board of Directors proposes that the provisions regarding the share
capital's minimum and maximum amounts as well as the nominal value of the
shares are removed from the Articles of Association by deleting 3 §, which
determines the minimum and maximum share capital, and 4 §, which determines the
shares' nominal value. 

In addition the Board proposes amendments to the following provisions of the
Articles of Association (whose numbering will change to the extent the above
provisions are removed from the Articles of Association): 

- the current 5 § of  the Articles of Association is amended as follows:

“[3]§ Book-Entry System 
The shares of the company belong to the book-entry system.”

- the current 12 § of  the Articles of Association is amended as follows:

“[10]§ Meeting Summons
The summons to the Meeting of the Shareholders shall be published not earlier
than two months and not later than three weeks before the Meeting on the
company's website and in a newspaper appearing in Helsinki as resolved by the
Board of Directors. The summons shall, however, be published at least nine days
before the date of record for the Shareholders' Meeting pursuant to chapter 4,
section 2, paragraph 2 of the Companies Act.” 

- the current 14 § of  the Articles of Association is amended as follows: 
“[12]§ Annual General Meeting
The Annual General Meeting of the Shareholders shall be held annually within
six months from the end of the accounting period. 

At the meeting 

the following documents shall be presented:
1. the Annual Accounts and the report of the Board of Directors;
2. the Auditor's report; 

the following resolutions shall be made:
3. adoption of the Annual Accounts;
4. the use of the profit shown on the balance sheet;
5. discharge from liability of the members of the Board of Directors and the
Man-aging Director; 
6. the number of members of the Board of Directors and of the Auditors;
7. remuneration of the members of the Board of Directors and of the Auditors as
well as the principles for the compensation of travel costs; 

the following persons shall be elected:
8. the members of the Board of Directors;
9. the Auditors.”

Concerning the above amendment proposals it is proposed that the Board of
Di-rectors be authorized to make the specifications and technical corrections
necessary for the practical incorporation of the amended Articles of
Association in the Company Register. 

15. 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 24 March 2010 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 2010 at the
latest. 

C. Instruction for participants in the Annual General meeting    

1. The right to participate and registration

Each shareholder, who on 19 March 2010, 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 26 March 2010 at 4:00 p.m. Such notification may be given: 

a) by e-mail: jaana.honkonen@nordicaluminium.fi
b) by telefax: 020 7660 485, or       
c) by letter: Nordic Aluminium Plc, Annual General Meeting, P. O. Box 117,
FIN-02401 Kirkkonummi. 

In Connection with the 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 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 26 March 2010 at 10:00 a.m. provided the
shareholder based on these shares was entitled to be registered in the Register
of Shareholders on 19 March 2010, 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, 4 March 2010, the
total number of shares and votes in Nordic Aluminium Plc is 4 836 882. 

Kirkkonummi, March 4, 2010
Board of Directors

For further information please contact:
Managing Director Peter Högel, Nordic Aluminium, tel. +358 20 7660 222

Distribution:
NASDAQ OMX Helsinki Ltd.
The Main Media
www.nordicaluminium.fi

NOAE0310