Nurminen Logistics Oyj - Notice to general meeting

Notice for Nurminen Logistics Plc's Annual General Meeting

Nurminen Logistics Plc                             Stock Exchange Release 25
March 2013 at 9:00 a.m. 

Notice is given to the shareholders of Nurminen Logistics Plc to the Annual
General Meeting to be held on Monday,15 April 2013 at 10.00 a.m. at the address
Pasilankatu 2, 00240 Helsinki, Finland. 

The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 9.00 a.m. 

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 2012 

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, proposal by
the Board of Directors on the repayment of equity from the reserves for
invested unrestricted equity 

The Board of Directors proposes to the General Meeting that EUR 0.08 per share
is distributed from the reserves for invested unrestricted equity as repayment
of equity on the basis of the adopted balance sheet in respect of the financial
year ending on 31 December 2012.  The repayment of equity would be paid to
shareholders registered in the company's shareholders' register held by
Euroclear Finland Ltd on the record date 18 April 2012. The Board of Directors
proposes that the payment date is 31 May 2013. 

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

Shareholder of the company who represent in total approximately 65.8 % of the
voting rights of the company's shares, propose to the General Meeting that the
remuneration of the members of the Board of Directors elected at the Annual
General Meeting for the term ending at the close of the Annual General Meeting
in 2014 will be paid as follows: annual remuneration of EUR 80,000 for the
Chairman and EUR 20,000 for the other members. In addition, 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. 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. Resolution on the number of members of the Board of Directors and election
of members of the Board of Directors 

Shareholders of the company who represent in total of approximately 65.8 % of
the voting rights of the company's shares, propose to the General Meeting that
the number of Board members shall be six and that Tero Kivisaari, Jan Lönnblad,
Juha Nurminen, Jukka Nurminen and Olli Pohjanvirta are re-elected and Alexey
Grom is elected as new member of the Board of Directors, for the term ending at
the close of the Annual General Meeting in 2014. 

Mr. Alexey Grom (b. 1971) is currently working as First Vice President of the
Russian logistics group FESCO. He is currently also the General Director of OOO
Firma Transgarant. More information on Mr. Grom is available at Nurminen
Logistics Plc´s website at www.nurminenlogistics.com. 

12. Resolution on the remuneration of the Auditor and election of Auditor

The Board of Directors proposes to the 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 2014. KPMG Oy Ab has announced that Lasse
Holopainen, APA, would act as the principal auditor. The Board of Directors
proposes to the General Meeting that the elected auditor shall be reimbursed in
accordance with the auditor's invoice accepted by the company. 

13. Proposal by the Board of Directors to amend Article 2 of the Articles of
Association 

The Board of Directors proposes to the General Meeting that Article 2 of the
current Articles of Association would be amended as follows: 

The following sentences shall be added: ”In its capacity as the parent company,
the company can attend to the administration, human resources management,
financing, finances, information management, legal affairs and communications
as well as other joint services and tasks of the Group. The company may engage
in operations itself and through subsidiaries and associated companies and
joint ventures.” 

After the amendment, Article 2 of the Articles of Association would read as
follows: 

Ҥ2 The company's business area is to produce and provide logistics and
forwarding services, engage in transport and in financing activities and other
activities related to the above in Finland and abroad. With respect to the
forwarding business the company may grant guarantees to parties levying customs
duties, taxes and other public fees. To conduct its activities, the company may
own and possess properties, hold shares in companies that support and
complement its activities and engage in leasing of office and warehouse
premises. In addition, the company may acquire, own and sell securities. In its
capacity as the parent company, the company can attend to the administration,
human resources management, financing, finances, information management, legal
affairs and communications as well as other joint services and tasks of the
Group. The company may engage in operations itself and through subsidiaries and
associated companies and joint ventures.” 

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

The Board of Directors proposes to the General Meeting that the General Meeting
authorises the Board to decide on the acquisition of a maximum of 50,000 of the
company's own shares. The authorisation would 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). It's proposed that the authorisation includes the right
whereby the Board of Directors 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 2014.

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 to the General Meeting that the 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 of Directors 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
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. 
It's proposed that the authorisation includes the right whereby the Board of
Directors would be entitled to decide of all other issues of shares and special
rights. Furthermore, the Board of Directors would be 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 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 2014.

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 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 General 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 Monday, 29 April 2013. 

Instructions for the participants in the General Meeting

The right to participate and registration

Each shareholder, who is registered on 3 April 2013 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 10 April 2013 at 10.00 a.m. by giving a prior
notice of participation. The notice must arrive at the Company by the above
mentioned deadline. 

Such notice can be given:

a) by e-mail: agm@nurminenlogistics.com

b) by telephone:+358 10 545 2599 (on working days from 9.00 a.m. to 4.00 p.m.)

c) by regular mail to Nurminen Logistics Plc, Annual General Meeting,
Satamakaari 24, FI-00980  Helsinki, Finland. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name and
personal identification number 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 General Meeting and exercise his/her
rights at the meeting by way of proxy representation. 

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
General Meeting. 

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. 

Possible proxy documents should be delivered in originals to Nurminen Logistics
Plc, AGM, Satamakaari 24, FI-00980 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 General
Meeting, must have been entered into the shareholders' register of the company
on the record date of the meeting, 3 April 2013. The right to participate in
the General Meeting requires, in addition, that the shareholder on the basis of
such shares has been registered into the temporary shareholders' register held
by Euroclear Finland Ltd. at the latest by 10 April 2013 by 10 a.m. As regards
nominee registered shares this constitutes due registration for the General
Meeting. 

A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the temporary shareholder's register
of the company, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank. The account management organization of the
custodian bank shall register a holder of nominee registered shares, who wants
to participate in the General Meeting, to be temporarily entered into the
shareholders' register of the company as described above at the latest by the
time stated above, 

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, 25 March 2013, the total number of shares in
Nurminen Logistics Plc is 12,904,728 shares and the total number of votes is
12,904,728. 



In Helsinki, 25 March 2013

NURMINEN LOGISTICS PLC
The Board of Directors



DISTRIBUTION
NASDAQ OMX Helsinki
Major Media
www.nurminenlogistics.com


Nurminen Logistics provides high-quality logistics services, such as railway
transports, terminal services, forwarding, special and heavy transport and
value added services. The company has collected logistics know-how from three
centuries, starting in 1886. Nurminen Logistics' main market areas are Finland,
the Baltic Sea region, Russia and other Eastern European countries. The
company's share is listed on NASDAQ OMX Helsinki.