NOTICE TO NURMINEN LOGISTICS PLC’S ANNUAL GENERAL MEETING

21.03.2019

Notice is given to the shareholders of Nurminen Logistics Plc to the Annual General Meeting to be held on Friday, 12 April 2019 at 1:00 p.m. at the address Satamakaari 24, 00980 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12:30 p.m.

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

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 Financial Statements, including the Consolidated Financial Statements, the report of the Board of Directors and the Auditor’s report for the year 2018

-Review by the Chief Executive Officer.

7. Adoption of the Financial Statements including the Consolidated Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and distribution of funds

The Board of Directors proposes to the Annual General Meeting that no dividend shall be paid for the financial year 1 January - 31 December 2018.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

Shareholders of Nurminen Logistics Plc, who represent in total approximately 45.6% of the voting rights of the company’s shares, propose to the General Meeting that the remuneration of the members of the Board of Directors elected at the Annual General Meeting for the term ending at the close of the Annual General Meeting in 2020 will be paid the following annual remuneration: EUR 40,000 for the Chairman and EUR 20,000 for the other members. In addition, a meeting fee of EUR 1,000 per meeting for the Board and Board Committee meetings shall be paid for each member of the Board living in Finland and EUR 1,500 per meeting for a member of the Board living outside Finland. Further, the same shareholders propose that 50% of the annual remuneration will be paid in Nurminen Logistics Plc’s shares and the rest in cash. A member of the Board of Directors may not dispose the shares received as annual remuneration before a period of three years has elapsed from receiving shares. The same shareholders also propose that the Chairman of the Board will be paid, in addition, a remuneration of EUR 7,500 per month as well as a car benefit with a maximum value of EUR 1,600 per month and a telephone benefit.

11. Resolution on the number of members of the Board of Directors

Shareholders of Nurminen Logistics Plc, who represent in total approximately 45.6% of the voting rights of the company’s shares, propose to the General Meeting that the number of Board members shall be six.

12. Election of members of the Board of Directors

Shareholders of Nurminen Logistics Plc, who represent in total approximately 45.6% of the voting rights of the company’s shares, propose to the General Meeting that Olli Pohjanvirta, Juha Nurminen, Jukka Nurminen, Irmeli Rytkönen and Alexey Grom of the current members are re-elected and Hannu Leinonen is elected as a new member, for the term ending at the close of the Annual General Meeting in 2020.

13. Resolution on the remuneration of the Auditor

The Board of Directors proposes to the General Meeting that the remuneration of the auditor to be elected shall be paid as per an invoice approved by the company.

14. Election of the Auditor

The Board of Directors proposes to the General Meeting that Ernst & Young Oy be elected as the auditor for the company for the term ending at the close of the Annual General Meeting 2020. Ernst & Young Oy has notified that Antti Suominen, Authorised Public Accountant, would act as the principal auditor.

15. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares

The Board of Directors proposes to the General Meeting that the General Meeting authorises the Board of Directors to decide on an issuance of shares and/or special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act.

Based on the aforesaid authorisation, the Board of Directors would be entitled to issue or transfer, either by one or several resolutions, shares and/or special rights up to a maximum equivalent of 20,000,000 new shares so that aforesaid shares and/or special rights could be used, e.g., for financing of company and business acquisitions or for financing of other business arrangements and investments, for the expansion of the ownership structure, paying of remuneration of the Board members and/or for the creating incentives for, or encouraging commitment in, personnel.

The authorisation would entitle the Board of Directors to decide on the share issuance with or without payment. The authorisation for deciding on a share issuance without payment would also include the right to decide on the share issuance for the company itself, so that the authorisation may be used in such a way that in total no more than one tenth (1/10) of all shares in the company may from time to time be in the possession of the company and its subsidiaries.

It is proposed that the authorisation includes the Board of Director’s right to decide on all other terms and conditions of the share issuances and the issuances of special rights. The authorisation would entitle the Board of Directors to decide on share issuances, issuances of option rights and other special rights entitling to shares in every way to the same extent as could be decided by the General Meeting, including the Board of Director’s right to decide on directed share issuances and/or issuance of special rights.

It is proposed that the authorisation be valid until 30 April 2020 and the proposed authorisation does not revoke the authorisation granted to the Board of Directors by the Extraordinary General Meeting on 17 July 2017 on the issuance of shares as well as the issuance of options and other special rights entitling to shares.

16. Closing of the meeting

DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals of the shareholders and Board of Directors relating to the agenda of the Annual General Meeting, as well as this notice are available on Nurminen Logistics Plc’s website at www.nurminenlogistics.com. The company’s Financial Statements (including the consolidated financial statements), the report of the Board of Directors and the Auditor’s report are available on the above-mentioned website. The proposals of the Board of Directors and the Financial Statements are also available at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as no later than Friday, 26 April 2019.

INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

The right to participate and registration

Each shareholder, who is registered on 2 April 2019 in the shareholders’ register of the company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.

A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than 9 April 2019 at 10:00 a.m. by giving a prior notice of participation. The notice must arrive at the company by the above mentioned deadline. Such notice can be given:

a) by e-mail: yhtiokokous@nurminenlogistics.com
b) by telephone: +358 44 777 4899 (on working days from 9:00 a.m. to 4:00 p.m.)
c) by regular mail to Nurminen Logistics Plc, Annual General Meeting, Satamakaari 24, FI-00980 Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant, proxy representative or legal representative along with the personal identification number of a proxy representative or legal representative. The personal data given to Nurminen Logistics Plc is used only in connection with the General Meeting and with the processing of related registrations.

The shareholder, their authorized representative or proxy representative must, where necessary, be able to prove their identity and/or right of representation.

Proxy representative and powers of attorney

A shareholder may participate in the 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 General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be delivered in originals to Nurminen Logistics Plc, Annual General Meeting, Satamakaari 24, FI-00980 Helsinki, Finland, before the last date for registration.

Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the record date of the General Meeting, 2 April 2019, would be entitled to be registered in the shareholder register of the company maintained by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholder register maintained by Euroclear Finland Ltd at the latest by 9 April 2019 at 10:00 a.m. A holder of nominee registered shares is considered to be registered for the General Meeting, when he/she is notified for temporary registration in the shareholder register as described above.

A holder of nominee registered shares is advised to request necessary instructions regarding the temporary registration in the Company’s shareholder register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank well in advance. The account management organisation of the custodian bank shall notify a holder of nominee registered shares, who wants to participate in the Annual General Meeting, for temporary registration in the Company’s shareholder register at the latest by the time stated above.

Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish 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.

On the date of this notice, 21 March 2019, the total number of shares and votes in Nurminen Logistics Plc is 44,254,174.

In Helsinki, 21 March 2019

NURMINEN LOGISTICS PLC
Board of Directors

DISTRIBUTION                                                                    
Nasdaq Helsinki
Major Media
www.nurminenlogistics.com

Nurminen Logistics is a listed company established in 1886 that offers logistics services. The company provides high-quality forwarding, cargo handling and value added services as well as railway transports and related to it project transport services to its customers. The main market areas of Nurminen Logistics are Finland, Russia and its neighbouring countries. 


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