NOTICE TO THE EXTRAORDINARY GENERAL MEETING
Nurminen Logistics Plc Stock Exchange Release 26 June 2017 at 2 p.m. Finnish time
The Board of Directors of Nurminen Logistics Plc is calling to convene an Extraordinary General Meeting of shareholders to be held on Monday 17 July 2017 starting at 3:00 p.m. Finnish time at the address Satamakaari 24, 00980 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2:30 p.m. Finnish time.
At the Extraordinary General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm 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. Authorizing the Board of Directors to resolve on share issues as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes to the Extraordinary General Meeting that the General Meeting authorizes the Board of Directors to resolve on share issues and/or the issuance of special rights entitling to shares pursuant to Chapter 10 Section 1 of the Finnish Companies Act.
Based on the aforementioned authorization the Board of Directors may issue or assign, either by one or several resolutions, shares and/or special rights an amount which corresponds to a maximum of 5,330,000 new shares so that the aforementioned shares and/or special rights could be used, inter alia, for the financing of company and business acquisitions or other business transactions and investments, the expansion of the ownership structure, financing arrangement, remuneration of the members of the Board of Directors and/or for the creation of incentive schemes and for engaging personnel.
The authorization would entitle the Board of Directors to resolve on share issues and the issuance of options and other special rights entitling to shares in in every way to the same extent as could be resolved by the General Meeting, including the Board of Director’s right to resolve on directed share issues and/or the issuance of special rights entitling to shares.
The authorization would entitle the Board to resolve on a share issue with or without payment. The authorization for deciding on a share issue without payment would also include the right to resolve on a share issue to the company itself, so that the authorization 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 is proposed that the authorization will be valid until 17 July 2022 and that it will not revoke the authorization granted to the Board of Directors by the Annual General Meeting on 21 April 2017, which will be valid until 30 April 2018 and which authorizes the issue of a maximum 30,000,000 company shares.
7. Closing of the meeting
DOCUMENTS OF THE GENERAL MEETING
The aforementioned resolution proposal of the Board of Directors on the agenda of the General Meeting as well as this notice are available on the website of Nurminen Logistics Plc at www.nurminenlogistics.com. Nurminen Logistics’ financial statement, annual report and the auditor’s report and other documents required by the Finnish Companies Act are available on the aforementioned website. The resolution proposal of the Board of Directors, financial statements and other documents required by the Finnish Companies Act are also available at the General Meeting and copies of them as well as of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the aforementioned website 31 July 2017 at the latest.
INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
The Right to Participate and Registration
Each shareholder who is registered on 5 July 2017 in the shareholders’ register of the company held by Euroclear Finland Ltd has the right to participate in the General Meeting. A shareholder whose shares are registered on their 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 12 July 2017 at 10.00 a.m. Finnish time by giving a prior notice of participation. Such notice can be given
a) by email: firstname.lastname@example.org;
b) by telephone to: 010 545 8820 (MondayFriday 9:0016:00 Finnish time);
c) by letter to: Nurminen Logistics Plc, Extraordinary General Meeting, Satamakaari 24, 00980 Helsinki
In connection with the registration, a shareholder shall notify their name, personal identification number, address, telephone number as well as the name and personal identification number of a possible assistant or proxy representative. The personal data given to Nurminen Logistics by the shareholders is used only in connection with the General Meeting and with the processing of necessary related registrations.
Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights at the meeting by a way of proxy representation.
A proxy representative of a shareholder shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the meeting.
Possible original versions of the proxy documents are requested to be delivered in to Nurminen Logistics Plc, General Meeting, Satamakaari 24, 00980 Helsinki, before the end of the registration period.
Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting on 5 July 2017, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd at the latest by 12 July 2017, 10:00 a.m. EET. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and preregistration for the Extraordinary General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Extraordinary General Meeting, temporarily in the shareholders’ register of the company by the time stated above at the latest.
Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters considered at the meeting.
On the date of this notice, 26 June 2017, the total number of shares and voting rights in Nurminen Logistics Plc is 14,674,410.
In Helsinki, 26 June 2017
NURMINEN LOGISTICS PLC
The Board of Directors
Nurminen Logistics is a listed company established in 1886 that offers logistics services. The company provides high-quality forwarding, cargo handling and value added services as well as railway transports and related to it project transport services to its customers. The main market areas of Nurminen Logistics are Finland, Russia and its neighbouring countries.
Notice to Extraorginary General Meeting and Board proposal