Nurminen Logistics Plc Stock Exchange Release 6 April 2009 at 12.30 pm
DECISIONS MADE BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NURMINEN
LOGISTICS PLC
The Annual General Meeting of Shareholders held on 6 April 2009 made the
following decisions:
The Annual General Meeting of Shareholders confirmed the company's financial
statements and the group's financial statements for the financial period 1
January - 31 December 2008 and released the Board of Directors and the Managing
Director from liability.
Amendment of Articles of Association
The Annual General Meeting of Shareholders decided in accordance with the
proposal made by the Board of Directors that the section 2 (line of business) of
the company's articles of association shall be amended so that the references
according to which the company can provide healthcare logistics and other
healthcare services will be removed.
Composition and remuneration of the Board of Directors
The Annual General Meeting of Shareholders resolved that the Board of Directors
shall consist of seven (7) ordinary members. The Annual General Meeting of
Shareholders re-elected the following ordinary members to the Board of
Directors: Olli Pohjanvirta, Juha Nurminen, Matti Lainema, Matti Packalén and
Rolf Saxberg. Jukka Nurminen who has acted as deputy member of the Board of
Directors was elected as an ordinary member. Eero Hautaniemi was elected as a
new member. In its organising meeting immediately
following the Annual General Meeting of Shareholders, the Board of Directors
elected Juha Nurminen as the Chairman of the Board and Matti Lainema as the
Deputy Chairman of the Board. The Board of Directors also appointed an Audit
Committee. The members of the Audit Committee are Eero Hautaniemi, Matti Lainema
ja Olli Pohjanvirta.
The Annual General Meeting of Shareholders decided to pay annual remuneration of
EUR 27,000 to the Chairman of the Board, EUR 18,000 to the deputy Chairman of
the Board, and EUR 13,500 to the other members of the Board and in addition a
fee of EUR 700 per meeting to each member of the Board. It was decided to
compensate the travel and other expenses of the members of the Board in
accordance with customary practice. It was furthermore decided to pay to the
members of the Board a merit pay in case share price rises above EUR 4.88. The
remuneration will be calculated from the difference of share's average price for
March 2010 (added with dividends paid after this annual general meeting and
before end of March 2010) and EUR 4.88 per share. For each percentage point the
profit has accrued (calculated from the EUR 4.88 initial level), 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.
Dividend
The Annual General Meeting of Shareholders approved the Board's proposal that a
per share dividend of EUR 0.06 will be paid for the financial year 2008. The
dividend will be paid to shareholders entered in the company's shareholder
register on the record date of 9 April 2009. The dividend payment date will be
21 April 2009.
Authorising the Board of Directors to decide on the share issue and other
special rights entitling to shares
Annual General Meeting authorised the Board to decide on the issuing new 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 is entitled to release, either by
one or several resolutions, no more than 20,000,000 new shares. The
authorisation 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, and/or for the creating
incentives 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 number of shares granted to the company is no more than one tenth (1/10) of
all shares held by the company.
It's proposed that the authorization includes the right whereby the Board is
entitled to decide of all other issues of shares and special rights.
Furthermore, the Board is 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 also includes right to decide on directed issues of
shares and/or special rights.
The authorisation remains until 30 April 2010.
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 and costs will be paid in accordance with their
invoice.
NURMINEN LOGISTICS PLC
Lasse Paitsola
President and CEO
Additional information: President and CEO Lasse Paitsola, tel. +358 10 545 2431.
DISTRIBUTION
NASDAQ OMX Helsinki
Major Media
www.nurminenlogistics.com
DECISIONS MADE BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NURMINEN LOGISTICS PLC
| Source: Nurminen Logistics Oyj