Kasola PLC Stock Exchange Release 28 December 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN SUPPLEMENT AND CORRECTION TO THE FINNISH LANGUAGE PROSPECTUS REGARDING NURMINEN LOGISTICS PUBLISHED BY KASOLA PLC, DATED 7 DECEMBER 2007 Kasola PLC ("Company") supplements the Finnish language prospectus regarding Nurminen Logistics, dated 7 December 2007. The prospectus consists of a registration document, securities note and summary. The supplement to the prospectus has been approved by the Finnish Financial Supervision Authority on 28 December 2007. The supplement to the prospectus concerns the following matters that have occurred after the publication of the prospectus: John Nurminen Ltd has announced to the Company that it has continued railway wagon investments and ordered 100 covered railway wagons from a Russian wagon manufacturer. The wagons will be delivered in stages to the Company, on or about the end of March 2008. The wagon investment will amount to approximately EUR 6.5 million. After the investment, the number of wagons owned by the Nurminen Logistics business which will be transferred to the Company, will exceed 950 wagons. The aforesaid has been published in a stock exchange release on 18 December 2007. It has been stated on page 28 of the registration document that net assets worth EUR 20 million will be transferred to the Company in the full demerger of John Nurminen Ltd and the financing Nurminen Logistics business has received from the businesses being transferred in the demerger to the new John Nurminen Ltd was approximately EUR 8.5 million based on the balance sheet of 30 September 2007, available on the date of publication of the prospectus. John Nurminen Ltd has announced to the Company that the additional financing Nurminen Logistics business has received from the businesses transferring in the demerger to the new John Nurminen Ltd relating to the aforesaid railway wagon investments amounts to approximately EUR 5 million. In relation to the demerger, a separate loan agreement shall be entered into regarding the previously mentioned internal financing of approximately EUR 5 million. The loan period will be six months and the interest of the loan will be 6-month Euribor + 1.0 % marginal. The final amount of financing to be transferred to the Company shall be confirmed based on balance sheet of John Nurminen's financial statements (31 December 2007) as per the date of execution of the demerger, on or about 1 January 2008. John Nurminen Ltd has announced to the Company that it made a decision on 18 December 2007 regarding the winding-up of the business operations of a Russian subsidiary, OOO John Nurminen Moscow, which will be transferred to the Company in the demerger. The subsidiary in question has offered customs and air freight services at Sheremetyevo airport in Moscow. Net sales of the subsidiary during 2007 will be approximately EUR 150,000. The business operations will be closed down during the first quarter of 2008. John Nurminen Ltd has announced to the Company that the members of the board of directors and executive board following the transaction, as presented on page 87 of the registration document, have undertaken not to sell or otherwise transfer shares in John Nurminen Ltd owned by them on this date and the Company's shares received as demerger consideration in conjunction with the demerger of John Nurminen Ltd without the advance written consent of the board of directors of the Company. The transfer restriction of shares shall not apply to the Company's shares received otherwise. The board of directors may give its consent to transfer for a specific reason. The transfer restriction of shares shall be in force until further notice. The previously described transfer restriction will replace the undertakings of CEO Lasse Paitsola and CFO Antti Sallila as presented on page 87 of the registration document. The board of directors of the Company resolved on 19 December 2007 to convene an extraordinary general meeting on 14 January 2008 to decide on the election of a new board of directors as presented in the prospectus and on the determination of remuneration for the board members as well as on the amendment of the Company's articles of association. The board of directors proposes that a sentence shall be added to the Company's articles of association with respect to the Company's field of activity, according to which the Company may grant guarantees to parties levying customs duties, taxes and other public fees in relation to the forwarding business. Monthly remuneration to the board members is proposed to be paid out as follows: The chairman of the board shall receive a remuneration of EUR 2,500, the vice chairman of the board EUR 1,650 and ordinary members EUR 1,250. In addition, the board members shall be paid EUR 700 as a fee for attendance at each board meeting. Travel and other expenses of the board members are proposed to be paid in accordance with customary practice. On 21 December 2007 the Company published a stock exchange release on the notice to convene a general meeting. The correction of the prospectus concerns the following corrected minor information: Registration document page 56 and correspondingly securities note page 14. In the table presented on page 56 of the registration document, and correspondingly on page 14 of the summary included in the securities note, under the heading “Key indicators” the lines Net sales and Gross capital expenditure have been stated as millions of euros. The correct magnitude is thousands of euros. Registration document page 61. John Nurminen Ltd has announced to the Company that there are the following errors on page 61 of the registration document under the heading “Net sales”: It has been stated that the external net sales of Nurminen Cargo segment during the period of 1 January - 30 September 2007 increased by approximately 12 percent compared to the corresponding period of 1 January - 30 September 2006 and the net sales of Nurminen Heavy segment during the same corresponding period increased by approximately 31 percent. With respect to the Nurminen Cargo segment the correct figure is approximately 8.5 percent, and with respect to the Nurminen Heavy segment, approximately 33 percent. Registration document page 62. John Nurminen Ltd has announced to the Company that on page 62 of the registration document under the heading “Net sales” it has been erroneously stated that the net sales of the Nurminen Heavy segment increased by approximately 13 percent during the financial period 2006 compared to net sales during the financial period 2005. The correct figure is approximately 11 percent. Registration document page 92. In the table on page 92 of the registration document, the ten largest shareholders of the Company after completion of the transaction have been listed. In the table it has been erroneously presented that AutoCarrera Oy owns 2.9 percent of the shares. The correct figure is 3.4 percent. Furthermore, the ten largest shareholders will own 89.4 percent of the shares of the Company and the votes attached to the shares after completion of the transaction. Registration document page F-3 and F13. On page F-3 of the registration document in the table concerning statement of cash flows of the Nurminen Logistics business there are errors on the following lines: Profit for the period, Adjustments, Change in working capital and Interests paid. With respect of cash flows from operating activities, the correct content of the table is as follows: -------------------------------------------------------------------------------- | Cash flows from operating | | 1 Jan - | 1 Jan - | 1 Jan - | | activities (1 000 eur) | | 30 Sep | 30 Sep | 31 Dec | | | | 2007 | 2006 | 2006 | -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- | Profit for the period | | 1 291 | 198 | 743 | -------------------------------------------------------------------------------- | Adjustments: | | | | -------------------------------------------------------------------------------- | Depreciation and amortisation | 3 629 | 2 188 | 2 853 | -------------------------------------------------------------------------------- | Unrealised foreign exchange gains and | 209 | -525 | -209 | | losses | | | | -------------------------------------------------------------------------------- | Other non-cash transactions | 1 850 | 0 | 0 | -------------------------------------------------------------------------------- | Finance income and expenses | | 778 | 312 | 637 | -------------------------------------------------------------------------------- | | | 7 338 | 2 172 | 4 023 | -------------------------------------------------------------------------------- | Change in working capital: | | | | | -------------------------------------------------------------------------------- | Increase (-) / decrease (+) of trade and | -5 178 | 7 194 | 3 178 | | other receivables | | | | -------------------------------------------------------------------------------- | Increase (+) / decrease (-) of trade and | 2 138 | -6 537 | -4 061 | | other payables | | | | -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- | Interests paid | | | -1 165 | -707 | -512 | -------------------------------------------------------------------------------- | Dividends received | | | 0 | 63 | 63 | -------------------------------------------------------------------------------- | Interests received | | | 58 | 35 | 35 | -------------------------------------------------------------------------------- | Income taxpaid | | | -23 | -53 | -194 | -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- | NET CASH FROM OPERATING ACTIVITIES (A) | 3 167 | 2 167 | 2 532 | -------------------------------------------------------------------------------- A corresponding error is included on page F-13 of the registration document in the table concerning cash flows of the Nurminen Logistics business during the financial period 1 January - 31 December 2006. The supplement to the prospectus will be available as of 31 December 2007 at 9:00 from Nurminen Logistics Plc's head office at Pasilankatu 2, FI-00240 Helsinki, at OMX way at Fabianinkatu 14, FI-00130 Helsinki and in electronic form at the website www.nurminenlogistics.com. The supplement will be appended to the prospectus in the locations where the prospectus is available. KASOLA PLC Board of directors Further information: Tapani Väljä Managing Director Kasola PLC 0400 505 078 tapanivalja.kasola@kaso.fi www.kasola.fi DISTRIBUTION Helsinki Stock Exchange Major media
SUPPLEMENT AND CORRECTION TO THE FINNISH LANGUAGE PROSPECTUS REGARDING NURMINEN LOGISTICS PUBLISHED BY KASOLA PLC, DATED 7 DECEMBER 2007
| Source: Nurminen Logistics Oyj