2009-03-19 13:00:00 CET

2009-03-19 13:00:03 CET


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Nurminen Logistics Oyj - Notice to general meeting

Notice to the Annual General Meeting of Nurminen Logistics Plc


Nurminen Logistics Plc           Stock Exchange Release 19 March 2009 at 2 pm 
The shareholders of Nurminen Logistics Plc (the "Company") are hereby summoned  
to an Annual General Meeting to be held on Monday, April 6, 2009 starting at
10.00 am at the Company's headquarters, address Pasilankatu 2, 00240 Helsinki,
Finland. 

A. The following matters will be addressed at the meeting:                      

1. Matters to be submitted to the Annual General Meeting pursuant to chapter 5  
section 3 of the Finnish Companies Act and section 10 of the articles of        
association of the Company.                                                     

2. Election of auditor                                                          
The Board of Directors proposes that the Annual General Meeting decides to elect
one auditor for the Company and that the auditor is KPMG Oy Ab, and that Mr.    
Lasse Holopainen, APA, is re-elected as the principal auditor. The auditor's    
term ends at the end of the first Annual General Meeting following the election.
The candidates have given their consent for the election. The Board proposes    
that auditor's fee and costs will be paid in accordance with their invoice.     

3. Amendment of articles of association                                         
It is proposed that the section 2 (line of business) of the Company's articles  
of association shall be amended so that the references according to which the   
company can provide healthcare logistics and other healthcare services will be  
removed.        

4. Composition and remuneration of the Board of Directors                       
Shareholders' of the Company who represent in total of approximately 76.4 per   
cent of the voting rights of the Company's shares have announced that they shall
make the following proposal in respect to composition and remuneration of the   
Board of Directors: The Board shall consist of seven (7) members so that Juha   
Nurminen, Matti Lainema, Matti Packalén, Olli Pohjanvirta and Rolf Saxberg from 
the present Board of Directors would continue as members of the Board. It is    
proposed that deputy member Jukka Nurminen from the present Board would be      
elected as a member of the Board. Furthermore, it is proposed that Eero         
Hautaniemi would be elected as a new member of the Board. The candidates have   
given their consent for the election. Remuneration to the Board members is      
proposed to be paid out as follows: The chairman of the Board shall receive an  
annual remuneration of EUR 27,000, vice chairman of the Board EUR 18,000 and    
ordinary members EUR 13,500. In addition, the Board members shall be paid EUR   
700 as a fee for attendance at each Board meeting. Travel and other expenses of 
the Board members are proposed to be paid in accordance with customary practice.
Moreover, it is proposed that the Board members would be paid a merit pay in    
case share price rises above EUR 4.88. The remuneration will be calculated from 
the difference of share's average price for March 2010 (added with dividends    
paid after this annual general meeting and before end of March 2010) and EUR    
4.88 per share. For each percent the profit has accrued (calculated from the EUR
4.88 initial level), the chairman of the Board shall be paid a remuneration of  
EUR 2,000 and other members of the Board EUR 1,000. If the profit exceeds 25    
percent the remuneration shall be paid according to 25 percent. The proposal    
regarding remuneration means that the final remuneration of the Board members is
subject to the total profit of the Company's share.                             

5. Payment of dividend                                                          
The Board of Directors proposes to the Annual General Meeting that the Company  
would pay dividend of EUR 0.06 per share for the financial year January 1 -     
December 31, 2008. The dividend shall be paid to a shareholder that has been    
entered into the Company's shareholders' register on the record date of the     
dividend payment on 9 April, 2009. The Board of Directors proposes to the Annual
General Meeting that the dividend shall be paid on 21 April, 2009.              

6. Authorising the Board of Directors to decide on the share issue and other    
special rights entitling to shares                                              
The Board of Directors proposes that Annual General Meeting authorises the
Board to decide on the issuing new 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 would be entitled to release,    
either by one or several resolutions, no more than 20,000,000 new shares. The   
authorisation 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, 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 number of shares granted to the Company would be no more    
than one tenth (1/10) of all shares of the Company.                             

It's proposed that the authorisation includes the right whereby the Board would 
be entitled to decide of all other issues of shares and special rights.         
Furthermore, the Board would be entitled to decide on share issues, option      
rights and other special rights, in every way, as the same as Annual General    
Meeting could decide. The authorization would also include right to decide on   
directed issues of shares and/or special rights.                                

It is proposed that the authorisation shall remain until 30 April, 2010.        

B. Documents                                                                    
The proposals of the Board of Directors shall be available for review by the    
shareholders on the website of the Company www.nurminenlogistics.com/en and     
copies thereof shall be sent to a shareholder by request. The financial         
statements will be published in the week 13 and shall be available on the       
Company's website on 27 March, 2009, at the latest. The minutes of the Annual   
General Meeting will be available for inspection on the above mentioned website 
on 20 April, 2009, at the latest.                                               

C. Participation and Registration                                               
Shareholders registered in the Company's shareholders' register as maintained by
the Euroclear Finland Oy on Friday 27 March, 2009 are eligible to attend the    
Annual General Meeting. Shareholders who wish to take part in the Annual General
Meeting shall inform the Company of their participation on Thursday 2 April,    
2009 by 4 pm at the latest either in writing to the address "General Meeting" / 
Nurminen Logistics Plc, Pasilankatu 2, 00240, Helsinki, Finland by phone to     
number +358 10 545 2599, by facsimile to number +358 10 545 2300 or by email to 
yhtiokokous@nurminenlogistics.com. Registration letters or messages must arrive 
before the registration period expires. Possible powers of attorney are
requested to be delivered to the above address at the time of registration. 

In Helsinki, 19 March, 2009                                                     
NURMINEN LOGISTICS PLC                                                          
Board of Directors                                                              


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NASDAQ OMX Helsinki                                                             
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