Nurminen Logistics Plc Stock Exhange Release 2 January 2008 KASOLA PLC BECOMES NURMINEN LOGISTICS PLC - NEW SHARES AND COMBINING OF SHARE CLASSES - AMENDMENT OF ARTICLES OF ASSOCIATION - NEW TRADING CODE AND INDUSTRY SECTOR CLASSIFICATION On 10 December 2007, Nurminen Logistics Plc (“Company”) published a prospectus, which is related to the implementation of the overall arrangement (“Arrangement”) set forth in the main agreement entered on 7 September 2007 between John Nurminen Ltd (“John Nurminen”) and the main owners of the Company and, in part, the Company. In the Arrangement, the Company is, inter alia, the receiving company in John Nurminen's full demerger, so that John Nurminen's logistics business (“Nurminen Logistics Business”) will be transferred into the Company. The Company published a supplement to the prospectus on 28 December 2007. The execution of the full demerger of John Nurminen was registered with the Trade Register on 1 January 2008, and the Nurminen Logistics Business was transferred to the Company. Simultaneously a total of 9,999,989 new A-class shares of the Company were given to the shareholders of John Nurminen as demerger consideration and the registered Company name was changed to Nurminen Logistics Plc. In connection with the Arrangement, the Company's extraordinary general meeting on 8 October 2007 decided on the combining of the share classes, so that all the Company's 300,000 K-class shares were converted into the same class as other Company shares (A-class), and the regulations on different share classes contained in the articles of association of the Company were removed. The combining of share classes was carried out at a ratio of 1:1, in other words, each K-class share was converted into one A-class share. In connection with the combining of share classes, the extraordinary general meeting on 8 October 2007 also decided on a share issue without consideration in which the owners of K-class shares were gratuitously given - as compensation for the reduction of voting rights - four (4) new A-class shares in the Company for every five (5) K-class shares. Due to the share issue without consideration, the Company's total number of shares rose by 240,000 shares. The execution of the decisions of the general meeting regarding the combining of the share classes and the share issue without consideration was conditional on the execution of the full demerger of John Nurminen. In connection with the Arrangement, the Company's extraordinary general meeting on 8 October 2007 decided on the amendment of articles of association of the Company. In accordance with the decision of the general meeting, the decisions concerning changing company name and line of business became effective at the moment of the execution of John Nurminen's full demerger. Moreover, the decision of the general meeting regarding removal of the regulations on different share classes contained in the articles of association became effective after completion of the targeted share issue to John Nurminen's shareholders described above as well as the share issue without consideration to K-class shareholders. The Company's new articles of association are appended to this stock exchange release. The execution of John Nurminen's full demerger, the new shares given in targeted share issue to the shareholders of John Nurminen, the new shares given in share issue without consideration to the K-class shareholders as well as the amendments to articles of association concerning changing the company name and line of business, combining share classes and removing the regulations on different share classes were registered with the Trade Register on 1 January 2008. Due to the new shares given in the share issues the Company's total number of shares has risen by 10,239,989 new shares and the Company's total number of shares is 12,719,119. After the registration of the new shares, the Company's registered share capital is still EUR 4,214,521. The Company has one share class and the shares carry equal rights in the Company. The Company has applied for the admission of the new shares given in the targeted share issues as well as the former K-class shares which were converted into A-class shares, altogether 10,539,989 shares, to public trading on the stock exchange list of the Helsinki Stock Exchanges together with the Company's old A-class shares as of 3 January 2008. New shares have equivalent rights with respect to dividends and other shareholder rights as the old A-class shares. Each share is entitled to one vote. All shares have equal dividend rights. Upon completion of the Arrangement and after the change of the Company's business name and line of business, the Company's trading code and industry sector classification have also changed as of 2 January 2008. The Company's new trading code is ”NLG1V” its industry group code 20301010 (Air Freight & Logistics) and industry sector classification is Industrials. Lasse Paitsola has begun his work as the Company's President and CEO as of 1 January 2008. The new organization and management of the Company was published in a stock exchange release on 22 November 2007. NURMINEN LOGISTICS PLC Lasse Paitsola President and CEO Additional Information: Lasse Paitsola President and CEO Nurminen Logistics Plc Tel. +358 400 405 801 lasse.paitsola@nurminenlogistics.com www.nurminenlogistics.com DISTRIBUTION Helsinki Stock Exchange Major media www.nurminenlogistics.com APPENDIX The articles of association of Nurminen Logistics Plc §1 The trade name of the company is Nurminen Logistics Oyj, Nurminen Logistics Plc in English and Nurminen Logistics Abp in Swedish. The company's domicile is Helsinki. §2 The company's business area is to produce and provide logistics and forwarding services, engage in transport activities such as ambulance services, provide care services and engage in financing activities and other activities related to the above in Finland and abroad. To conduct its activities, the company may own and possess properties, hold shares in companies that support and complement is activities and engage in leasing of office and warehouse premises. In addition, the company may acquire, own and sell securities. §3 The Company's shares have been included in the book-entry securities system. §4 The company has a board of directors, which comprises four to eight members elected by an annual general meeting until the following annual general meeting. The board elects a chairman from its membership. §5 The company has a managing director appointed by the board of directors. The managing director is responsible for the daily management of the company in accordance with the instructions and directions of the board of directors. §6 The company is represented by the managing director, a board member, a holder of procuration or other person appointed to represent the company two together. The board of directors may give named persons the right to represent the company so that they represent it two together or each alone with a member of the board, a holder of procuration or the managing director. 7§ As decided by a general meeting, the company has one (1) or two (2) principal auditors and one (1) deputy auditor. One (1) principal auditor and the deputy auditor must be an auditor or an auditing company authorised by the Central Chamber Of Commerce. If an auditing company authorised by the Central Chamber Of Commerce is elected as auditor, now deputy auditor need be elected. The auditor's term comprises the financial year that is current and the term ends at the end of the first annual general meeting following the election. §8 The company's financial year is the calendar year. §9 Notices of general meetings of shareholders must be delivered to shareholders not earlier than two (2) months and not later than seventeen (17) days before the general meeting by publishing them in a national newspaper chosen by the board of directors or alternatively by demonstrably delivering the notices in writing in the time. To take part in a general meeting, shareholders must register with the company by the date indicated in the notice at the latest, which may be no earlier than ten (10) days before the meeting. §10 The annual general meeting must be held annually within six (6) months of the end of the financial year. The meeting shall: present: 1. the financial statements, consolidated financial statements and a board of directors' report: 2. an auditor's report; make decisions concerning: 3. the approval of the financial statements and the consolidated financial statements; 4. the measures arising from profit recorded in the balance sheet; 5. the release from liability of the members of the board and the managing director; 6. the fees of the members of its Board of Directors and auditors and the principles of their remuneration; 7. the number of board members; elect: 8. members of the board of directors; and 9. the principal auditor and, if needed, the deputy auditor.
KASOLA PLC BECOMES NURMINEN LOGISTICS PLC - NEW SHARES AND COMBINING OF SHARE CLASSES - AMENDMENT OF ARTICLES OF ASSOCIATION - NEW TRADING CODE AND INDUSTRY SECTOR CLASSIFICATION
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