Nurminen Logistics Oyj - Notice to general meeting

Notice for Nurminen Logistics Plc's Annual General Meeting

Nurminen Logistics Plc         Stock Exchange Release 16 March 2011 at 3 p.m.



Notice is given to the shareholders of Nurminen Logistics Plc to the Annual
General Meeting to be held on Wednesday, 6 April 2011 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 2010 

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 2010. 

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 64,8 % 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 2012 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 %
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 64,8 % of
the voting rights of the company's shares, propose to the Annual General
Meeting that the number of Board members shall be six and that Eero Hautaniemi,
Tero Kivisaari, Juha Nurminen, Jukka Nurminen and Olli Pohjanvirta of the
current members are re-elected and Jan Lönnblad shall be elected as a new
member, for the term ending at the close of the Annual General Meeting in 2012.
The candidate is 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 2012. KPMG Oy Ab has announced that 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. 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 30,000 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 2012.

14. 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 is 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 2012.

15. 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 Financial Statements, the
report of the Board of Directors and the Auditor's report, is available on the
above-mentioned website. The proposals of the Board of Directors and the
Financial Statements 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 Wednesday, 20 April 2011. 

Instructions for the participants in the Annual General Meeting

The right to participate and registration

Each shareholder, who is registered on 25 March 2011 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 1 April 2011 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 2300

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, 25 March 2011. 

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. 

Other instructions and information

Pursuant to chapter 5, section 25 of the 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. 

On the date of this notice to the Annual General Meeting 16 March 2011, 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, 16 March 2011

NURMINEN LOGISTICS PLC

The Board of Directors

DISTRIBUTION
NASDAQ OMX Helsinki
Major Media
www.nurminenlogistics.com