Nurminen Logistics Plc Stock Exchange Release 14 April 2010 at 12.15 pm
DECISIONS MADE BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NURMINEN
LOGISTICS PLC
Nurminen Logistics Plc's Annual General Meeting of Shareholders held on 14 April
2010 made the following decisions:
Adoption of the financial statement 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 2009 - 31 December 2009 and released the Board of Directors and the
Managing Director from liability.
Payment of dividend
The Annual General Meeting of Shareholders approved the Board's proposal that no
dividend shall be paid for the financial year 1 January 2009 - 31 December 2009.
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, Rolf Saxberg, Jukka Nurminen and
Eero Hautaniemi. Tero Kivisaari and Antti Pankakoski were elected as new members
of the Board of Directors. 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 Rolf Saxberg as the Vice Chairman of
the Board. The Board of Directors also appointed an Audit Committee. The members
of the Audit Committee are Eero Hautaniemi, Jukka Nurminen and Olli Pohjanvirta.
The Annual General Meeting of Shareholders resolved that the remuneration level
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 2011 will remain unchanged
and will be paid as follows: annual remuneration of EUR 27,000 for the
Chairman, EUR 18,000 for the Vice Chairman and EUR 13,500 for the other
members. Additionally a meeting fee of EUR 700 per meeting shall be paid for
each member of the Board. 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 Articles of Association
The Annual General Meeting of Shareholders decided in accordance with the
proposal made by the Board of Directors that Article 9 of the Articles of
Association regarding the Notice of General Meeting of Shareholders is amended
so that the notice shall be given no later than three (3) weeks prior to the
date of the General Meeting of Shareholders but at least nine (9) days prior to
the record date of the General Meeting of Shareholders. In addition, section 9
was amended in accordance with the proposal made by the Board of Directors so
that notice to the General Meeting may alternatively be delivered by publishing
the notice on the company's website.
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 20,000 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 2011.
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 number of shares granted to the company is no more than one tenth of all
shares of the company.
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 2011.
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