Stock Exchange Relese 20 March, 2008 13:30 p.m.
NOTICE FOR NURMINEN LOGISTICS PLC'S ANNUAL GENERAL MEETING
The shareholders of Nurminen Logistics Plc (the "Company") are hereby summoned
to an Annual General Meeting to be held on Friday, April 11, 2008 starting at
10.00 a.m. at the Company's headquarters in address Pasilankatu 2, 00240
Helsinki, Finland.
The following matters will be addressed at the meeting:
Matters to be submitted to the Annual General Meeting pursuant to chapter 5
section 3 of the Finnish Companies Act and section 10 of the articles of
association of the Company
Election of auditor
The Board of Directors proposes that the Annual General Meeting decides to elect
one (1) auditor for the Company and that the Authorised Public Accountants KPMG
Oy Ab is re-elected as the auditor of the Company and Mr. Lasse Holopainen, APA,
as the principal auditor. The auditor's term ends at the end of the first Annual
General Meeting following the election. The candidates have given their consent
for the election.
Amendment of articles of association
It is proposed that a provision shall be added to the section 4 of the Company's
articles of association according to which three (3) deputy members, at the
most, may be elected to the Company's board of directors. It is further proposed
that the section 7 of the Articles of Association shall be amended so that the
Company has one (1) auditor, which is required to be an Authorized Public
Accountants -corporation and no deputy auditor shall be elected. Changes
reflecting the aforesaid amendments will be made to section 10 of the articles
of association with respect to matters to be submitted to the Annual General
Meeting.
Composition and remuneration of the board of directors
Shareholders' of the Company who represent in total of approximately 83 per cent
of the voting rights of the Company's shares have announced that they shall make
the following proposal in respect to composition and remuneration of the board
of directors: The board of directors shall consist of five (5) members so that
Juha Nurminen, Matti Lainema, Matti Packalén, Rolf Saxberg and Olli Pohjanvirta
from the present board of directors would continue as members of the board. The
number of deputy members in the board of directors would be one (1) and Jukka
Nurminen would be elected as the deputy member. The candidates have given their
consent for the election. Remuneration to the board members is proposed to be
paid out as follows: The chairman of the board shall receive an annual
remuneration of EUR 30,000, vice chairman of the board EUR 20,000 and ordinary
members EUR 15,000. In addition, the board members shall be paid EUR 700 as a
fee for attendance at each board meeting. Travel and other expenses of the board
members are proposed to be paid in accordance with customary practice. Moreover,
it is proposed that the board members would be paid a merit pay, which is tied
to the profit of the Company's share during the term of the board. The profit of
the Company's share will be calculated from the change in the share's average
price of the month preceding the Annual General Meeting (i.e. March 2008) and
average price of March 2009, taking into account the dividends. For each percent
the profit has accrued the chairman of the board shall be paid a remuneration of
EUR 2,000 and other members of the board EUR 1,000. If the profit exceeds 25
percent the remuneration shall be paid according to 25 percent. The proposal
regarding remuneration means that the final remuneration of the board members is
subject to the total profit of the Company's share.
Payment of dividend
The board of directors proposes to the Annual General Meeting that the Company
would pay dividend of EUR 0.12 per share for the financial year January 1 -
December 31, 2008. The dividend shall be paid to a shareholder that has been
entered into the Company's shareholders' register on the record date of the
dividend payment on 16 April 2008. The board of directors proposes to the Annual
General Meeting that the dividend shall be paid on 25 April 2008.
Documents
The proposals of the board of directors and the financial statements shall be
available for review by the shareholders on the website of the Company
www.nurminenlogistics.com/en/generalmeeting on 4 April 2008, at the latest, and
copies thereof shall be sent to a shareholder by request.
Until 31 December 2007, Nurminen Logistics Plc's registered company name was
Kasola Plc. The Company sold its old operations (the "Kasola operations") in a
transaction executed on 23 November 2007. Correspondingly, the Company received
its current operations (the "Nurminen Logistics operations") on 1 January 2008,
when the old John Nurminen LLC was demerged. Thus the information presented in
the official financial statements of the Company relates to a period during
which the Company was engaged in the Kasola operations sold during 2007.
In order to provide a clearer picture of the Company's current operations, the
Company has prepared a separate document which presents the financial
information of the Nurminen Logistics operations for 2007, carved-out from the
old John Nurminen LLC's financial statements, and the consolidated pro forma
balance sheet of the Company and the Nurminen Logistics operations as at 31
December 2007.
The financial statements as well as the separate document presenting the
carve-out financial information will be published on 4 April 2008 and will be
available on the company's internet pages at www.nurminenlogistics.com. Copies
of annual report will also be available at Company's headquarters Pasilankatu 2,
00240 Helsinki, Finland (Tel. +358 10 545 2433).
Participation and Registration
Shareholders registered in the Company's shareholders' register as
maintained by the Finnish Central Securities Depository Ltd on Tuesday 1
April 2008 are eligible to attend the Annual General Meeting.
Shareholders who wish to take part in the Annual General Meeting shall inform
the Company of their participation on Wednesday 9 April 2008 at 16:00 pm. at the
latest either in writing to the address "General Meeting" / Nurminen Logistics
Plc, Pasilankatu 2, 00240, Helsinki, Finland by phone to number +358 10 545
2599, by facsimile to number +358 10 545 2300 or by email to
yhtiokokous@nurminenlogistics.com. Registration letters or messages must arrive
before the registration period expires. Possible powers of attorney are
requested to be delivered to the above address at the time of registration
In Helsinki, 20 March 2008
NURMINEN LOGISTICS PLC
Board of Directors
For more information, please contact Lasse Paitsola, President and CEO
(tel. +358 400 405 801)
DISTRIBUTION
OMX Nordic Exchange Helsinki
Major media
www.nurminenlogistics.com