Notice for Nurminen Logistics Plc’s Extraordinary General Meeting
Nurminen Logistics Plc Stock Exchange Release 31 August 2015 at 1 p.m.
Notice is given to the shareholders of Nurminen Logistics Plc to the Extraordinary General Meeting to be held on Monday, 24 august 2015 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 12:00 noon.
At the Extraordinary 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. Resolution on the remuneration of the Chairman of the Board of Directors
Shareholders of the company who represent in total approximately 65.4 % of the voting rights of the company’s shares, propose to the General Meeting that the remuneration of the Chairman of the Board will be EUR 10,000 per month plus car benefit with the maximum value of EUR 1,600 per month and telephone benefit in addition to the remuneration agreed upon in the Annual General Meeting on 7 April 2015. The compensation has been defined according to the importance of the job and its time use.
The Annual General Meeting of Shareholders on 7 April 2015 resolved that for the Chairman of the Board remuneration level will be as follows: annual remuneration of EUR 40,000 and a meeting fee of EUR 1,000 per meeting for the Board and Board Committee meetings. Thus the remuneration of the Chairman of the Board would comprise of annual remuneration of EUR 40,000, monthly remuneration of EUR 11,620 and a meeting fee of EUR 1,000 per meeting.
7. Resolution on the number of members of the Board of Directors and election of members of the Board of Directors
Shareholders of the company who represent in total approximately 65.4 % of the voting rights of the company’s shares, propose to the General Meeting that the number of members of the Board of Directors will be five until the end of the next Annual General Meeting and thus complementing the Board of Directors with one member. Shareholders of the company who represent in total approximately 65.4 % of the voting rights of the company’s shares, propose to the General Meeting Olli Pohjanvirta to be elected as a Board Member according to his consent and to be chosen as the Chairman of the Board of Directors. The Chairman’s duties include, in addition to managing the Board of Directors, promoting projects in line with the company’s strategy, especially in the rail transport market as well as taking care of financing and investor relations. The current Chairman of the Board of Directors Tero Kivisaari would continue as a Member of the Board of Directors.
8. Closing of the meeting
Documents of the General Meeting
The proposals of the shareholders and Board of Directors relating to the agenda of the Extraordinary General Meeting, as well as this notice are available on Nurminen Logistics Plc’s website at www.nurminenlogistics.com. The minutes of the meeting will be available on the above-mentioned website as no later than Monday, 7 September 2015.
Instructions for the participants in the General Meeting
The right to participate and registration
Each shareholder, who is registered on 12 August 2015 in the shareholders’ register of the company held by Finnish Central Securities Depository 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 19 August 2015 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: email@example.com
b) by telephone:+358 10 545 2132 (on working days from 9:00 a.m. to 4:00 p.m.)
c) by regular mail to Nurminen Logistics Plc, Extraordinary General Meeting, Satamakaari 24, FI-00980 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name and personal identification number of a possible assistant or proxy 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.
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, AGM, Satamakaari 24, FI-00980 Helsinki, Finland, before the last date for registration.
Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the General Meeting, must have been entered into the shareholders’ register of the company on the record date of the meeting, 12 August 2015. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 19 August 2015 by 10 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request necessary instructions regarding the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the General Meeting, to be temporarily entered into the shareholders’ register of the company as described above at the latest by the time stated above.
Other instructions and information
Pursuant to chapter 5, section 25 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.
On the date of this notice, 31 July 2015, the total number of shares in Nurminen Logistics Plc is 14,574,410 and the total numbers of votes is 14,474,410.
In Helsinki, 31 July 2015
NURMINEN LOGISTICS PLC
The Board of Directors
NASDAQ OMX Helsinki
Nurminen Logistics is a listed company established in 1886 that offers logistics services. The company provides high-quality railway transports, project transport services, special transports and forwarding and cargo handling services to its customers. The main market areas of Nurminen Logistics are Finland, Russia and its neighbouring countries.