Nurminen Logistics Plc Stock Exchange Release 15 April 2013 at 12:10 pm
Nurminen Logistics Plc's Annual General Meeting of Shareholders held on 15 April 2013 made the following decisions:
Adoption of the financial statements and resolution on the discharge from liability
The Annual General Meeting of Shareholders confirmed the company's financial statements and the Group's financial statements for the financial period 1 January 2012 - 31 December 2012 and released the Board of Directors and the Managing Director from liability.
Repayment of equity from the reserves for invested unrestricted equity
In accordance with the proposal of the Board of Directors, the Annual General Meeting of Shareholders resolved that EUR 0.08 per share shall be 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 is paid to shareholders registered in the company’s shareholders’ register held by Euroclear Finland Ltd on the record date 18 April 2012. The payment date is 31 May 2013.
Composition and remuneration of the Board of Directors
The Annual General Meeting of Shareholders resolved that the Board of Directors shall consist of six (6) ordinary members. The Annual General Meeting of Shareholders re-elected the following ordinary members to the Board of Directors: Tero Kivisaari, Jan Lönnblad, Juha Nurminen, Jukka Nurminen and Olli Pohjanvirta. Alexey Grom was elected as a new member of the Board of Directors. In its organising meeting immediately following the Annual General Meeting of Shareholders, the Board of Directors elected Olli Pohjanvirta as the Chairman of the Board. The Board of Directors also appointed an Audit Committee. The members of the Audit Committee are Tero Kivisaari and Jukka Nurminen.
The Annual General Meeting of Shareholders resolved that for the members of the Board elected at the Annual General Meeting for the term ending at the close of the Annual General Meeting in 2014 remuneration level will be as follows: annual remuneration of EUR 80,000 for the Chairman and EUR 20,000 for the other members. Additionally 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. 50 per cent 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.
Amendment of Article 2 of the Articles of Association
In accordance with the proposal of the Board of Directors, the Annual General Meeting of Shareholders resolved to amend Article 2 (line of business) of the Articles of Association and add the following sentences to it:”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 read as follows:
“§2 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.”
Authorising the Board of Directors to decide on the repurchase of the company's own shares
Annual General Meeting authorised the Board to decide on the repurchasing a maximum of 50,000 of the company's shares. The authorisation will be used for the paying of remuneration of the Board members. The own shares may be repurchased 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. The own shares may be repurchased in deviation from the proportional shareholdings of the shareholders (directed repurchase). The authorisation includes the right whereby the Board is authorised to decide on all other matters related to the acquisition of own shares.
The authorisation remains in force until 30 April 2014.
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
Annual General Meeting authorised 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 is 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 can 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 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 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.
The authorisation 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 similarly as the Annual General Meeting could decide on these. The authorisation also includes right to decide on directed issues of shares and/or special rights.
The authorisation remains in force until 30 April 2014.
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 will be paid in accordance with the auditor´s invoice accepted by the company.
Nurminen Logistics Plc
Topi Saarenhovi
President and CEO
For more information, please contact: Topi Saarenhovi, President and CEO
Tel. +358 10 545 2431
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.