Nurminen Logistics Plc Stock Exchange Release 13 September 2012 at 2.45 p.m.
Notice is given to the shareholders of Nurminen Logistics Plc to the Extraordinary General Meeting to be held on Friday, 5 October 2012 at 10.00 am 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 9.30 am.
A. 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 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. Proposal by the Board of Directors on the distribution of assets from the unrestricted equity
The Board of Directors proposes to the Extraordinary General Meeting that EUR 0.07 per share is distributed from the other reserves of the unrestricted equity as repayment of equity on the basis of the adopted balance sheet in respect of the financial year ending on 31 December 2011. 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 10 October 2012. The Board of Directors proposes that the payment date is 25 October 2012.
7. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The above proposal of the Board of Directors relating to the agenda of the Extraordinary General Meeting, as well as this notice and the Annual report including Financial statements, the Board’s Report and Auditor’s report and other documents required to be kept available pursuant to the Companies Act are available on Nurminen Logistics Plc’ website at www.nurminenlogistics.com. The proposals of the Board of Directors and other above documents mentioned documents are also available at the 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 Friday, 19 October 2012.
C. Instructions for the participants in the Extraordinary General Meeting
The right to participate and registration
Each shareholder, who is registered on 25 September 2012 in the shareholders’ register of the company held by Finnish Central Securities Depository Ltd., has the right to participate in the Extraordinary 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.
Each shareholder, who is registered in the Company’s register of shareholders, who wants to participate in the Extraordinary General Meeting, shall register for the meeting no later than 2 October 2012 at 10 am 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 hrs to 16.00 hrs)
c) by fax: +358 10 545 2000
d) 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 of a possible assistant or proxy representative. The personal data given to Nurminen Logistics Plc is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
Holders 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, i.e. on 25 September 2012, would be entitled to be registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd. In addition, the right to participate in the Extraordinary General Meeting requires that the shareholder has, on the basis of such shares, been temporarily registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd no later than by 2 October 2012 at 10.00 a.m. As regards nominee registered shares this constitutes a due registration for the General Meeting. A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the Company’s register of shareholders, the issuing of proxy documents and registration for the Extraordinary 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 Extraordinary General Meeting, to be temporarily entered in the Company’s register of shareholders at the latest by the time stated above.
Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.
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 Extraordinary General Meeting.
Possible proxy documents should be delivered in originals to Nurminen Logistics Plc, EGM, Satamakaari 24, FI-00980 Helsinki, Finland, before the last date for registration.
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 to the Extraordinary General Meeting 13 September 2012, the total number of shares in Nurminen Logistics Plc is 12,904,728 shares and the total number of votes 12,904,728.
In Helsinki, 13 September 2012
NURMINEN LOGISTICS PLC
The Board of Directors
DISTRIBUTION
NASDAQ OMX Helsinki
Major Media
www.nurminenlogistics.com