Nurminen Logistics Oyj - Notice to general meeting

NOTICE TO THE EXTRAORDINARY GENERAL MEETING

Nurminen Logistics Plc          Stock Exchange Release       26 June 2017 at 2
p.m. Finnish time


The Board of Directors of Nurminen Logistics Plc is calling to convene an
Extraordinary General Meeting of shareholders to be held on Monday 17 July 2017
starting at 3:00 p.m. Finnish time at the address Satamakaari 24, 00980
Helsinki. The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 2:30 p.m. Finnish time.

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 confirm 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. Authorizing the Board of Directors to resolve on share issues as well as the
issuance of options and other special rights entitling to shares

The Board of Directors proposes to the Extraordinary General Meeting that the
General Meeting authorizes the Board of Directors to resolve on share issues
and/or the issuance of special rights entitling to shares pursuant to Chapter 10
Section 1 of the Finnish Companies Act.

Based on the aforementioned authorization the Board of Directors may issue or
assign, either by one or several resolutions, shares and/or special rights an
amount which corresponds to a maximum of 5,330,000 new shares so that the
aforementioned shares and/or special rights could be used, inter alia, for the
financing of company and business acquisitions or other business transactions
and investments, the expansion of the ownership structure, financing
arrangement, remuneration of the members of the Board of Directors and/or for
the creation of incentive schemes and for engaging personnel.

The authorization would entitle the Board of Directors to resolve on share
issues and the issuance of options and other special rights entitling to shares
in in every way to the same extent as could be resolved by the General Meeting,
including the Board of Director’s right to resolve on directed share issues
and/or the issuance of special rights entitling to shares.

The authorization would entitle the Board to resolve on a share issue with or
without payment. The authorization for deciding on a share issue without payment
would also include the right to resolve on a share issue to the company itself,
so that the authorization 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 authorization will be valid until 17 July 2022 and that
it will not revoke the authorization granted to the Board of Directors by the
Annual General Meeting on 21 April 2017, which will be valid until 30 April 2018
and which authorizes the issue of a maximum 30,000,000 company shares.

7. Closing of the meeting

DOCUMENTS OF THE GENERAL MEETING

The aforementioned resolution proposal of the Board of Directors on the agenda
of the General Meeting as well as this notice are available on the website of
Nurminen Logistics Plc at www.nurminenlogistics.com. Nurminen Logistics’
financial statement, annual report and the auditor’s report and other documents
required by the Finnish Companies Act are available on the aforementioned
website. The resolution proposal of the Board of Directors, financial statements
and other documents required by the Finnish Companies Act are also available at
the General Meeting and copies of them as well as of this notice will be sent to
shareholders upon request. The minutes of the General Meeting will be available
on the aforementioned website 31 July 2017 at the latest.

INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING

The Right to Participate and Registration

Each shareholder who is registered on 5 July 2017 in the shareholders’ register
of the company held 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.

A shareholder who wants to participate in the General Meeting shall register for
the meeting no later than 12 July 2017 at 10.00 a.m. Finnish time by giving a
prior notice of participation. Such notice can be given

a) by email: yhtiokokous@nurminenlogistics.com;

b) by telephone to: 010 545 8820 (Monday­Friday 9:00­16:00 Finnish time);

c) by letter to: Nurminen Logistics Plc, Extraordinary General Meeting,
Satamakaari 24, 00980 Helsinki

In connection with the registration, a shareholder shall notify their name,
personal identification number, address, telephone number as well as the name
and personal identification number of a possible assistant or proxy
representative. The personal data given to Nurminen Logistics by the
shareholders is used only in connection with the General Meeting and with the
processing of necessary related registrations.

Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights
at the meeting by a way of proxy representation.

A proxy representative of a shareholder shall produce a dated proxy document or
otherwise in a reliable manner demonstrate their right to represent the
shareholder. If a shareholder participates in the General Meeting by means of
several proxy representatives representing the shareholder with shares in
different book-entry accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the meeting.

Possible original versions of the proxy documents are requested to be delivered
in to Nurminen Logistics Plc, General Meeting, Satamakaari 24, 00980 Helsinki,
before the end of the registration period.

Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares, based on which he/she on
the record date of the Extraordinary General Meeting on 5 July 2017, would be
entitled to be registered in the shareholders’ register of the company held by
Euroclear Finland Ltd. The right to participate in the Extraordinary General
Meeting requires, in addition, that the shareholder on the basis of such shares
has been temporarily registered into the shareholders’ register held by
Euroclear Finland Ltd at the latest by 12 July 2017, 10:00 a.m. EET. As regards
nominee registered shares this constitutes due registration for the
Extraordinary General Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the shareholders’
register of the company, the issuing of proxy documents and preregistration for
the Extraordinary General Meeting from his/her custodian bank. The account
manager of the custodian bank has to register a holder of nominee registered
shares, who wishes to participate in the Extraordinary General Meeting,
temporarily in the shareholders’ register of the company by the time stated
above at the latest.

Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Extraordinary General Meeting has the right to request
information with respect to the matters considered at the meeting.

On the date of this notice, 26 June 2017, the total number of shares and voting
rights in Nurminen Logistics Plc is 14,674,410.

In Helsinki, 26 June 2017

NURMINEN LOGISTICS PLC

The Board of Directors

DISTRIBUTION
Nasdaq Helsinki
Major media
www.nurminenlogistics.com

Nurminen Logistics is a listed company established in 1886 that offers logistics
services. The company provides high-quality forwarding, cargo handling and value
added services as well as railway transports and related to it project transport
services to its customers. The main market areas of Nurminen Logistics are
Finland, Russia and its neighbouring countries.

Viðhengi:

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