2014-04-08 14:45:00 CEST

2014-04-08 14:45:02 CEST


REGULATED INFORMATION

Finnish English
Nurminen Logistics Oyj - Decisions of general meeting

Decisions made by the Annual General Meeting of Shareholders of Nurminen Logistics Plc


Nurminen Logistics Plc                           Stock Exchange Release 8 April
2014 at 3:45 p.m. 

Nurminen Logistics Plc's Annual General Meeting of Shareholders held on 8 April
2014 made the following decisions: 

Adoption of the financial statements and resolution on the discharge from
liability 

The Annual General Meeting of Shareholders confirmed the company's financial
statements and the Group's financial statements for the financial period 1
January 2013 - 31 December 2013 and released the Board of Directors and the
President and CEO from liability. 

Payment of dividend

The Annual General Meeting of Shareholders approved the Board's proposal that
no dividend shall be paid for the financial year 1 January 2013 - 31 December
2013. 

Composition and remuneration of the Board of Directors

The Annual General Meeting of Shareholders resolved that the Board of Directors
shall consist of five (5) ordinary members. The Annual General Meeting of
Shareholders re-elected the following ordinary members to the Board of
Directors: Tero Kivisaari, Juha Nurminen, Jukka Nurminen and Alexey Grom. Tommi
Matomäki was elected as a new member of the Board of Directors. In its
organising meeting immediately following the Annual General Meeting of
Shareholders, the Board of Directors elected Tero Kivisaari as the Chairman of
the Board. The Board of Directors also appointed an Audit Committee. The
members of the Audit Committee are Jukka Nurminen and Alexey Grom. 

The Annual General Meeting of Shareholders resolved that 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 2015 remuneration level will be as follows:
annual remuneration of EUR 80,000 for the Chairman and EUR 20,000 for the other
members. Additionally a meeting fee of EUR 1,000 per meeting for the Board and
Board Committee meetings shall be paid for each member of the Board living in
Finland and EUR 1,500 per meeting for a member of the Board living outside
Finland. 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. 

Authorising the Board of Directors to decide on the acquisition of the
company's own shares 

Annual Meeting authorised the Board to decide on the acquisition of a maximum
of 100,000 of the company's own shares. The authorisation will be used for the
paying of remuneration of the members of the Board of Directors. The own shares
may be acquired 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 at the time of the acquisition. The own
shares may be acquired in deviation from the proportional shareholdings of the
shareholders (directed repurchase). The authorisation includes the right
whereby the Board of Directors is authorised to decide on all other matters
related to the acquisition of own shares. 

The authorisation remains in force until 30 April 2015.

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 pursuant to chapter 10 section 1 of
the Finnish Companies Act. 

Based on the aforesaid authorisation the Board of Directors is 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 can 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 gives the Board the right to decide on share issue with or
without payment. The authorisation for deciding on a share issue without
payment also includes the right to decide on the issue 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 right whereby the Board of Directors is entitled
to decide of all other issues of shares and special rights. Furthermore, the
Board of Directors is entitled to decide on share issues, option rights and
other special rights, in every way, as the same as General Meeting could
decide. The authorisation also includes right to decide on directed issues of
shares and/or special rights. 

The authorisation remains in force until 30 April 2015.

Auditor

KPMG Oy Ab, Authorised Public Accountant audit-firm, was re-elected as Nurminen
Logistics Plc's auditor. Mr Lasse Holopainen acts as the responsible auditor.
The auditor's term ends at the end of the first Annual General Meeting
following the election. Auditor's fee will be paid in accordance with the
auditor´s invoice accepted by the company. 

Nurminen Logistics Plc

Olli Pohjanvirta
President and CEO

For more information, please contact: Olli Pohjanvirta, President and CEO
Tel. +358 10 545 2431

DISTRIBUTION
NASDAQ OMX Helsinki
Major Media
www.nurminenlogistics.com

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