Decisions made by the Annual General Meeting of Shareholders of Nurminen Logistics Plc
Nurminen Logistics Oyj
Decisions of annual general meeting
Decisions made by the Annual General Meeting of Shareholders of Nurminen
Nurminen Logistics Plc Stock Exchange Release 23
April 2012 at 11.30 am
Nurminen Logistics Plc's Annual General Meeting of Shareholders held on 23
April 2012 made the following decisions:
Adoption of the financial statements and resolution on the discharge from
The Annual General Meeting of Shareholders confirmed the company's financial
statements and the Group's financial statements for the financial period 1
January 2011 – 31 December 2011 and released the Board of Directors and the
Managing Directors from liability.
Payment of dividend
The Annual General Meeting of Shareholders approved the Board's proposal that
no dividend shall be paid for the financial year 1 January 2011 - 31 December
Composition and remuneration of the Board of Directors
The Annual General Meeting of Shareholders resolved that the Board of Directors
shall consist of five (5) ordinary members. The Annual General Meeting of
Shareholders re-elected the following ordinary members to the Board of
Directors: Tero Kivisaari, Jan Lönnblad, Juha Nurminen, Jukka Nurminen and Olli
Pohjanvirta. In its organising meeting immediately following the Annual General
Meeting of Shareholders, the Board of Directors elected Olli Pohjanvirta as the
Chairman of the Board. The Board of Directors also appointed an Audit
Committee. The members of the Audit Committee are Tero Kivisaari and Jukka
The Annual General Meeting of Shareholders resolved that for the members of the
Board elected at the Annual General Meeting for the term ending at the close of
the Annual General Meeting in 2013 will remuneration level be as follows:
annual remuneration of EUR 80,000 for the Chairman and EUR 15,000 for the other
members. Additionally a meeting fee of EUR 700 per meeting shall be paid for
each member of the Board. 50 per cent of the annual remuneration will be paid
in the form of Nurminen Logistics Plc's shares and the remainder in money. A
member of the Board of Directors may not transfer shares received as annual
remuneration before a period of three years has elapsed from receiving shares.
Authorising the Board of Directors to decide on the repurchase of the company's
Annual General Meeting authorised the Board to decide on the repurchasing a
maximum of 50,000 of the company's shares. The authorisation will be used for
the paying of remuneration of the Board members. The own shares may be
repurchased pursuant to the authorisation only by using unrestricted equity.
The price payable for the shares shall be based on the price of the company's
shares in public trading. The own shares may be repurchased in deviation from
the proportional shareholdings of the shareholders (directed repurchase). The
authorisation includes the right whereby the Board is authorised to decide on
all other matters related to the acquisition of own shares.
The authorisation remains in force until 30 April 2013.
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
Annual General Meeting authorised the Board to decide on issuance of shares
and/or special rights entitling to shares pursuant to chapter 10 section 1 of
the Finnish Companies Act.
Based on the aforesaid authorisation the Board is entitled to release or
assign, 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 can be used, e.g., for the financing of company and
business acquisitions corporate and business trading or for other business
arrangements and investments, for the expansion of owner structure, paying of
remuneration of the Board members and/or for the creating incentives for, or
encouraging commitment in, personnel.
The authorisation gives the Board the right to decide on share issue with or
without payment. The authorisation for deciding on a share issue without
payment also includes the right to decide on the issue for the company itself,
so that the number of shares granted to the company is no more than one tenth
of all shares of the company.
The authorisation includes the right whereby the Board is entitled to decide of
all other issues of shares and special rights. Furthermore, the Board is
entitled to decide on share issues, option rights and other special rights in
every way similarly as the Annual General Meeting could decide on these. The
authorisation also includes right to decide on directed issues of shares and/or
The authorisation remains in force until 30 April 2013.
KPMG Oy Ab, Authorised Public Accountant audit-firm, was re-elected as Nurminen
Logistics Plc's auditor. Mr Lasse Holopainen acts as the responsible auditor.
The auditor's term ends at the end of the first Annual General Meeting
following the election. Auditor’s fee and costs will be paid in accordance with
Nurminen Logistics Plc
President and CEO
For more information, please contact: Topi Saarenhovi, President and CEO
Tel. +358 10 545 2431
NASDAQ OMX Helsinki
Nurminen Logistics provides high-quality logistics services, such as railway
transports, terminal services, forwarding, special and heavy transport and
value added services. The company has collected logistics know-how from three
centuries, starting in 1886. Nurminen Logistics' main market areas are Finland,
the Baltic Sea region, Russia and other Eastern European countries. The
company’s share is listed on NASDAQ OMX Helsinki.