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2010-03-23 13:00:00 CET 2010-03-23 13:00:02 CET REGULATED INFORMATION Nurminen Logistics Oyj - Notice to general meetingNotice for Nurminen Logistics Plc's Annual General MeetingNurminen Logistics Plc Stock Exchange Release 23 March 2010 at 2 pm 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 Wednesday, 14 April 2010 at 10.00 am at the company's headquarters, address Pasilankatu 2, 00240 Helsinki, Finland. 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 2009 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 the 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 2009. 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 63.6 per cent of the voting rights of the company's shares, propose to the Annual General Meeting that the remuneration level for the members of the Board elected at the Annual General Meeting for the term ending at the close of the Annual General Meeting in 2011 will remain unchanged and be paid as follows: annual remuneration of EUR 27,000 for the Chairman, EUR 18,000 for the Vice Chairman and EUR 13,500 for the other members. Additionally a meeting fee of EUR 700 per meeting shall be paid for each member of the Board. The same shareholders propose that 50 per cent 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. Election of members of the Board of Directors Shareholders' of the company who represent in total of approximately 63.6 per cent of the voting rights of the company's shares, propose to the Annual General Meeting that the number of Board members shall be seven and that Juha Nurminen, Eero Hautaniemi, Jukka Nurminen, Olli Pohjanvirta and Rolf Saxberg of the current members are re-elected and Tero Kivisaari and Antti Pankakoski shall be elected as new members, for the term ending at the close of the Annual General Meeting in 2011. The candidates are presented on the company's website. 12. Election of Auditor and resolution on the remuneration of the Auditor The Board of Directors proposes to the Annual 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 2011. KPMG Oy Ab has announced that Mr Lasse Holopainen, APA, would act as the principal auditor. The Board proposes that the elected auditor shall be reimbursed in accordance with the auditor's invoice. 13. Proposal by the Board of Directors to amend the Articles of Association Due to the amendment of the Finnish Companies Act entered into force on 31 December 2009, the Board of Directors proposes that Article 9 of the Articles of Association regarding the Notice of General Meeting of Shareholders shall be amended so that the notice shall be given no later than three (3) weeks prior to the date of the General Meeting of Shareholders but at least nine (9) days prior to the record date of the General Meeting of Shareholders. In addition, the Board proposes section 9 would be amended so that notice to the General Meeting may alternatively be delivered by publishing the notice on the company's website. 14. Authorising the Board of Directors to decide on the repurchase of the company's own shares The Board of Directors proposes that Annual General Meeting authorises the Board to decide on the repurchasing a maximum of 20,000 of the company's shares. The authorisation would be used for the paying of remuneration of the Board members. The own shares may be repurchased pursuant to the authorisation only by using unrestricted equity. The price payable for the shares shall be based on the price of the company's shares in public trading. The own shares may be repurchased in deviation from the proportional shareholdings of the shareholders (directed repurchase). It's proposed that the authorisation includes the right whereby the Board would be authorised to decide on all other matters related to the acquisition of own shares. It is proposed that the authorisation shall remain in force until 30 April 2011. 15. 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 that Annual 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 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 number of shares granted to the company would be no more than one tenth 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 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 2011. 16. 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 annual report of Nurminen Logistics Plc, including the company's Annual Accounts, the report of the Board of Directors and the Auditor's report, is available on the above-mentioned website no later than Wednesday, 24 March, 2010. The proposals of the Board of Directors and the annual accounts are also available at the 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 Tuesday, 27 April 2010. Instructions for the participants in the Annual General Meeting The right to participate and registration Each shareholder, who is registered on 31 March 2010 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 9 April 2010 at 10.00 am by giving a prior notice of participation. Such notice can be given: a) by e-mail agm@nurminenlogistics.com b) by telephone: +358 10 545 2599 c) by fax; +358 10 545 2000 d) by regular mail to Nurminen Logistics Plc, Annual General Meeting, P.O. Box 124, FI-00241 Helsinki, Finland In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name 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 Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. 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. 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 Annual General Meeting. Possible proxy documents should be delivered in originals to Nurminen Logistics Plc, P.O. Box 124, FI-00241 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 Annual General Meeting, must be entered into the shareholders' register of the company on the record date of the meeting, 31 March 2010. A Holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. Further information on these matters can also be found on the company's website www.nurminenlogistics.com. Other instructions and information On the date of this notice to the Annual General Meeting 23 March 2010, the total number of shares in Nurminen Logistics Plc is 12,878,478 shares and the total number of votes 12,878,478. In Helsinki, 23 March 2010 NURMINEN LOGISTICS OYJ The Board of Directors DISTRIBUTION NASDAQ OMX Helsinki Major Media www.nurminenlogistics.com |
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