Notice for Nurminen Logistics Plc’s Annual General Meeting
Notice is given to the shareholders of Nurminen Logistics Plc to the Annual General Meeting to be held on Tuesday, 7 April 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 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 Annual Accounts, including the consolidated Annual Accounts, the report of the Board of Directors and the Auditor’s report for the year 2014
Review by the Chief Executive Officer.
7. Adoption of the Annual Accounts including the Consolidated Annual Accounts
8. Resolution on the use of the profit shown on the balance sheet and payment of dividend
The Board of Directors proposes to the Annual General Meeting that no dividend shall be paid for the financial year 1 January - 31 December 2014.
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 the company who represent in total approximately 63,49% 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 2016 will be paid as follows: annual remuneration of 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. The same shareholders propose that 50 % 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.
11. 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 of approximately 63,49 % of the voting rights of the company’s shares, propose to the General Meeting that the number of Board members shall be four and that Tero Kivisaari, Juha Nurminen, Jukka Nurminen and Alexey Grom of the current members are re-elected, for the term ending at the close of the Annual General Meeting in 2016.
12. Resolution on the remuneration of the Auditor and election of Auditor
The Board of Directors proposes to the General Meeting that KPMG Oy Ab be re-elected as the auditor for the company for the term ending at the close of the Annual General Meeting 2016. KPMG Oy Ab has announced that Ari Eskelinen, APA, would act as the principal auditor. The Board of Directors proposes to the General Meeting that the elected auditor shall be reimbursed in accordance with the auditor’s invoice accepted by the company.
13. 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 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 of Directors would be 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 could 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 would give the Board the right to decide on share issue with or without payment. The authorisation for deciding on a share issue without payment would also include the right to decide on the issue 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’s proposed that the authorisation includes the right whereby the Board of Directors would be entitled to decide of all other issues of shares and special rights. Furthermore, the Board of Directors would be entitled to decide on share issues, option rights and other special rights, in every way, as the same as General Meeting could decide. The authorisation would also include right to decide on directed issues of shares and/or special rights.
It is proposed that the authorisation shall remain in force until 30 April 2016.
14. 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, 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, 17 April 2015.
Instructions for the participants in the General Meeting
The right to participate and registration
Each shareholder, who is registered on 24 March 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 31 March 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: firstname.lastname@example.org
b) by telephone:+358 10 545 2599 (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, 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, 23 March 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 31 March 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, 13 March 2015, the total number of shares and votes in Nurminen Logistics Plc is 13, 057,742.
In Helsinki, 13 March 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.