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Nurminen Logistics Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Nurminen Logistics Plc


Nurminen Logistics
Plc                                                                      Stock
Exchange Release                             17 April 2024 at 4.15 pm

Nurminen Logistics Plc's Annual General Meeting held today adopted the Financial
Statements, including the Consolidated Financial Statements for the financial
period 2023, approved the remuneration report for the company's governing
bodies, adopted the remuneration policy for the company's governing bodies and
discharged the members of the board of directors and the CEO from liability. The
Annual General Meeting approved all the proposals of the Board of Directors and
the shareholders.

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

The General Meeting approved the Board's proposal that the loss shown for the
financial year ended 31 December 2023 is transferred to the profit and loss
account for previous financial periods and that the General Meeting authorises
the Board of Directors to decide on distribution of equity repayment from the
company's reserve for invested unrestricted shareholders' equity of no more than
EUR 0.06 per share i.e. no more than EUR 4,687,671.30 in total.

On the basis of the authorisation, the Board of Directors will decide on the
distribution of equity repayment of no more than EUR 0.03 per share, i.e. no
more than EUR 2,343,835.65 in total, which would be paid in May 2024. In
addition to this, on the basis of the authorisation, the Board of Directors will
assess the conditions for the payment of a possible second equity repayment
instalment during the last quarter of 2024.

Composition and remuneration of the Board of Directors

The General Meeting resolved that the Board of Directors is composed of five
members. The General Meeting re-elected the following members to the Board of
Directors: Irmeli Rytkönen, Olli Pohjanvirta, Juha Nurminen, Erja Sankari and
Karri Koskela.

The General Meeting resolved that for the members of the Board of Directors
elected at the General Meeting for the term expiring at the close of the Annual
General Meeting in 2025, the annual remuneration is paid as follows: EUR 60,000
for the Chairman and EUR 30,000 for each other member of the Board of Directors.

In addition, the Chairman of the Board is paid a meeting fee of EUR 1,500 per
meeting for the Board and Board Committee meetings and other Board members are
paid a meeting fee of EUR 1,000 per meeting for meetings of the Board and
Committee meetings. 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 the shares.

Election of the auditor and resolution on their remuneration
Ernst & Young Oy was elected the auditor of the company for the term ending at
the close of the Annual General Meeting 2025. Juha Hilmola, Authorised Public
Accountant, acts as the principal auditor.

The auditor's fee will be paid in accordance with the auditor's invoice accepted
by the company.

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 as referred to in Chapter 10, Section
1 of the Finnish Companies Act.

Based on the authorisation, the Board of Directors is entitled to issue or
transfer, either by one or several resolutions, shares and/or special rights up
to a maximum equivalent of 15,000,000 new shares so that the 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
members of the Board of Directors and/or for the creating incentives for, or
encouraging commitment in, personnel.

The authorisation entitles the Board of Directors to decide on the share
issuance with or without payment. The authorisation for deciding on a share
issuance without payment includes also 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.

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 entitles 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.

The authorisation is valid until the close of the Annual General Meeting in
2025, however, no longer than until 30 June 2025. The authorization revokes
previous authorizations still in force.

The minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available on the company's
website on 1 May 2024, at the latest.

Nurminen Logistics Plc
Board of Directors

For more information, please contact: Olli Pohjanvirta, CEO and Member of the
Board of Directors, Tel. +358 40 900 6977

DISTRIBUTION

Nasdaq Helsinki
Major Media
www.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.



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