NOTICE TO NURMINEN LOGISTICS PLC’S ANNUAL GENERAL MEETING
Nurminen Logistics Plc Stock Exchange Release 17 March 2023, 9:00 a.m. (EET)
Notice is given to the shareholders of Nurminen Logistics Plc to the Annual General Meeting to be held on Wednesday, 12 April 2023 at 10:00 a.m. (EEST) at the address Satamakaari 24, FI-00980 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets at the meeting venue will commence at 9:30 a.m. (EEST).
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
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 2022
-Review by the Chief Executive Officer.
The company’s 2022 Financial Statements and the report of the Board of Directors, as well as the Auditor’s report will be available on the company’s website at www.nurminenlogistics.com/investors/publications/.
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
On 31 December 2022, the parent company´s distributable funds amounted to EUR 30,938,118.26 of which EUR 453,583.04 was profit for the financial year.
The Board of Directors proposes to the General Meeting that the profit for the financial year ended 31 December 2022 is carried forward to the retained earnings, and that the General Meeting authorises the Board of Directors to decide at its discretion on distribution of equity repayment from the company’s reserve for invested unrestricted shareholders’ equity of no more than EUR 1,000,000 in total, should the company’s financial position allow such. The authorisation would be valid until 31 December 2023. The company will announce a possible resolution regarding such separately and confirms the record and payment dates simultaneously. The equity repayment payable on the basis of the authorisation would be paid to shareholders who, on the record date of the payment of equity repayment, are registered as shareholders in the shareholders' register of the company held by Euroclear Finland Oy.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Presentation of the Remuneration Report for governing bodies
The Board of Directors proposes that the General Meeting adopts the 2022 Remuneration Report for the governing bodies.
The Remuneration Report for the governing bodies is available on the company’s website at www.nurminenlogistics.com/investors/publications/.
11. Resolution on the remuneration of the members of the Board of Directors
Shareholders of Nurminen Logistics Plc, who represent in total approximately 53.15% 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 2024 will be paid the following annual remuneration: EUR 60,000 for the Chairman and EUR 30,000 for each other member of the Board of Directors. In addition, a meeting fee of EUR 1,500 per meeting for the Board and Board Committee meetings shall be paid for the Chairman of the Board and EUR 1,000 per meeting for the Board and Board Committee meetings shall be paid for the other members of the Board. 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 (3) years has elapsed from receiving shares.
12. Resolution on the number of members of the Board of Directors
Shareholders of Nurminen Logistics Plc, who represent in total approximately 53.15% of the voting rights of the company’s shares, propose to the General Meeting that the Board of Directors shall consist of five (5) members.
13. Election of members of the Board of Directors
Shareholders of Nurminen Logistics Plc, who represent in total approximately 53.15% of the voting rights of the company’s shares, propose to the General Meeting that Irmeli Rytkönen, Olli Pohjanvirta, Juha Nurminen, Erja Sankari and Karri Koskela of the current members are re-elected for the term ending at the close of the Annual General Meeting in 2024. Victor Hartwall has announced that he is not available for re-election.
All nominees have given their consent to the election.
14. 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.
15. 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 2024. Ernst & Young Oy has notified that Juha Hilmola, Authorised Public Accountant, would act as the principal auditor.
16. Resolution on the partial amendment of the Articles of Association
The Board of Directors proposes that the General Meeting would resolve to amend article 9 of the Articles of Association to enable holding a general meeting completely without a meeting venue as a so-called remote meeting. In its amended form, said provision of the Articles of Association would read as follows:
“§9 Notices of General Meetings of shareholders must be delivered to shareholders no later than three (3) weeks prior to the date of the General Meeting but at least nine (9) days prior to the record date of the General Meeting by publishing them in a national newspaper chosen by the Board of Directors or on the company´s website.
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.
The Board of Directors may resolve on organizing the General Meeting without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.”
The Articles of Association is proposed to remain unchanged in other respects.
The proposal regarding the meeting venue is based on the changes to Chapter 5 of the Finnish Companies Act, including the possibility to arrange general meetings remotely. The legislative changes are based on the premise that, irrespective of the chosen general meeting format, shareholders' rights must not be compromised and that all participating shareholders can exercise their shareholder rights in full in real time, including the right to present questions and vote. The possibility to organize general meetings remotely enables the company to prepare for rapid changes in the company's operating environment and society in general, which may be caused, for example, by pandemics. It is important that the company has the necessary means to offer its shareholders the possibility to exercise their shareholder rights and resolve on any matters that are presented in a general meeting under any circumstances.
17. 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 7,700,000 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 consideration. 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 the closing of the Annual General Meeting 2024, however, no longer than until 30 June 2024. The authorisation revokes the previous share issue authorisations in force.
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
This notice, which contains all proposals for the resolutions on the matters on the agenda of Annual General Meeting, is available on Nurminen Logistics Plc’s website at www.nurminenlogistics.com/investors/publications/. The company’s Financial Statements (including the consolidated financial statements), the report of the Board of Directors, the Auditor’s report and the Remuneration Report are available on the above-mentioned website. This notice and the other above-mentioned documents will also be available for viewing at the General Meeting. The minutes of the General Meeting will be available on the above-mentioned website as of Wednesday, 26 April 2023, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholder’s register
Each shareholder, who is registered on 29 March 2023 in the shareholders’ register of the company maintained by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders’ register of the company.
Registration for the General Meeting will commence on 17 March 2023. A shareholder registered in the shareholder register, who wants to participate in the General Meeting, shall register for the meeting no later than 5 April 2023 at 10:00 a.m. (EEST) by which time the registration must be received. Such notice can be given:
a) by e-mail: yhtiokokous@nurminenlogistics.com or
b) 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 their name, personal identification number/date of birth or business identity code, address, telephone number and the name of a possible assistant or the name of a possible proxy representative along with the personal identification number/date of birth of a proxy representative. The personal data is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, their authorised representative or proxy representative must, where necessary, be able to prove their identity and/or right of representation.
2. 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 the shareholder on the record date of the General Meeting, on 29 March 2023, would be entitled to be registered in the shareholder register held by Euroclear Finland Oy. Participation in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholder register held by Euroclear Finland Oy at the latest by 5 April 2023 at 10:00 a.m. (EEST). 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.
Holders of nominee registered shares are 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 their 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.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise their 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 their 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. Proxy templates are available on the company’s website at https://nurminenlogistics.com/corporate-governance/annual-general-meeting/annual-general-meeting-12-april-2023/.
Possible proxy documents should be delivered in originals to Nurminen Logistics Plc, Annual General Meeting, Satamakaari 24, FI-00980 Helsinki, Finland, prior to the end of registration period. In addition to delivering the proxy documents, a shareholder or their proxy representative shall see to registration for the General Meeting in the manner set out above in this notice.
Other instructions and information
The language of the meeting will be Finnish.
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.
Changes in shareholding after the General Meeting record date affect neither the right to participate in the General Meeting nor the shareholder’s number of votes.
On the date of this notice, 17 March 2023, the total number of shares and votes in Nurminen Logistics Plc is 78,101,654.
In Helsinki, 17 March 2023
NURMINEN LOGISTICS PLC
Board of Directors
For more information, please contact: Olli Pohjanvirta, President and CEO, tel. +358 40 900 6977, olli.pohjanvirta@nurminenlogistics.com
DISTRIBUTION
Nasdaq Helsinki
Major media
nurminenlogistics.com
Nurminen Logistics is a Finnish listed company established in 1886. The company offers high-quality rail transport, terminal, and multimodal solutions between Asia and Europe and in the Nordic and Baltic countries.