Notice is given to the shareholders of
The company will publish, no later than
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-law Sonja Siggberg will act as the Chairperson of the Annual General Meeting. Should Sonja Siggberg be prevented for a weighty reason from acting as the Chairperson, the Board of Directors of the company will appoint the person it deems most suitable to act as the Chairperson of the Annual General Meeting.
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
The company's Chief Financial Officer Iiris Pohjanpalo will scrutinise the minutes and supervise the counting of votes at the Annual General Meeting. Should Iiris Pohjanpalo be prevented for a weighty reason from scrutinising the minutes and supervising the counting of votes, the Board of Directors will appoint the person it deems most suitable to scrutinise the minutes and 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
Shareholders who have authorised a proxy representative to represent themselves and vote in advance on their behalf in accordance with the instructions set out in this notice and who have the right to attend the Annual General Meeting pursuant to Chapter 5, Section 6 and Section 6a of the Finnish Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted according to the information provided by
6. Presentation of the Financial Statements, including the Consolidated Financial Statements, the Board of Directors' Report on Operations and the Auditor's Report for the year 2020
Since the Annual General Meeting may only be attended through a proxy representative, the company's annual report for the year 2020, which includes the Financial Statements of the company, the Board of Directors' Report on Operations and the Auditor's Report, and which is available on the company's website at www.nurminenlogistics.com, will be deemed to have been presented to the Annual General Meeting.
7. Adoption of the Financial Statements and the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and distribution of funds
The Board of Directors proposes to the Annual General Meeting that the profit from the financial period be recorded in the company's retained earnings/losses and that no dividend be distributed.
As the Board of Directors has not proposed that the minimum amount of minority dividend be distributed, shareholders have the right to demand a minority dividend pursuant to Chapter 13 Section 7 of the Finnish Companies Act instead of the proposal by the Board of Directors. The minority dividend shall be distributed, if a demand to this effect is supported by shareholders who have at least one tenth of all shares. The amount of minority dividend is
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Approval of the Remuneration Report for governing bodies
The Remuneration Report for the year 2020 prepared in accordance with the Remuneration Policy adopted at the company's Annual General Meeting on
The Board of Directors proposes to the Annual General Meeting that the Remuneration Report for the governing bodies be approved.
11. Resolution on the remuneration of the members of the Board of Directors
Shareholders of
12. Resolution on the number of members of the Board of Directors
Shareholders of
13. Election of members of the Board of Directors
Shareholders of
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the remuneration of the auditor to be elected be paid as per an invoice approved by the company.
15. Election of the auditor
The Board of Directors proposes to the Annual General Meeting that
16. 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
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorises the Board of Directors to decide on an issuance of shares and/or special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act.
Based on the aforesaid authorisation, the Board of Directors would be entitled to issue or transfer, either by one or several resolutions, shares and/or special rights up to a maximum equivalent of 1,500,000 new shares so that the aforesaid shares and/or special rights could be used, e.g., for financing of company and business acquisitions or for financing of other business arrangements and investments, for the expansion of the ownership structure, paying of remuneration of the members of the Board of Directors and/or for the creating incentives for, or encouraging commitment in, personnel.
The authorisation would entitle the Board of Directors to decide on the share issuance with or without payment. The authorisation for deciding on a share issuance without payment would also include the right to decide on the share issuance 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.
It is proposed that the authorisation includes the
It is proposed that the authorisation be valid until the close of the Annual General Meeting in 2022, however, no longer than until
17. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The proposals of the shareholders and the Board of Directors relating to the agenda of the Annual General Meeting, as well as this notice to the Annual General Meeting are available on
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. It is also not possible for a shareholder or his/her proxy representative to participate in the Annual General Meeting by means of real-time telecommunications. A shareholder can participate in the Annual General Meeting and exercise his/her rights only through a proxy representative in accordance with the instructions presented below. Proxy representatives must see to the voting in advance on behalf of shareholders in accordance with the instructions presented below.
1. Right to participate in the Annual General Meeting
Each shareholder, who is on the record date of the Annual General Meeting,
2. Registration, use of proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights only through a proxy representative. Proxy representatives must see to the voting in advance on behalf of shareholders. Due to COVID-19 pandemic, shareholders are requested to exercise shareholders' rights through a centralised proxy representative designated by the company by authorising attorney-at-law Lauri Marjamäki, from
Shareholders may also participate in the Annual General Meeting and exercise their rights at the meeting by appointing another proxy representative. 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 Annual General Meeting. When a shareholder participates in the Annual 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 Annual General Meeting.
A power of attorney template and voting instructions will be available on the company's website at www.nurminenlogistics.com by no later than
Proxy representatives must see to the voting in advance on behalf of shareholders from
Additional information is available on the company's website at www.nurminenlogistics.com or by phone +358 40 900 6977.
The personal data given to
3. Holder of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting,
A holder of nominee-registered shares is advised to request necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank without delay. The account management organisation of the custodian bank has to register a holder of nominee-registered shares, who wishes to participate in the Annual General Meeting, temporarily into the shareholders' register of the company at the latest by the time stated above. In addition, the account management organisation of the custodian bank must see to the voting in advance on behalf of a holder of nominee-registered shares within the registration period for the nominee-registered shares.
4. Other information
Shareholders who hold at least one hundredth of all the shares in the company have the right to pose counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by email to yhtiokokous@nurminenlogistics.com or by regular mail to Nurminen Logistics Oyj / Yhtiökokous, Satamakaari 24, FI-00980 Helsinki, Finland by no later than
A shareholder has the right to pose questions with respect to the matters to be considered at the Annual General Meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act by email to yhtiokokous@nurminenlogistics.com or by regular mail to Nurminen Logistics Oyj / Yhtiökokous, Satamakaari 24, FI-00980 Helsinki, Finland no later than
On the date of this notice to the Annual General Meeting,
Helsinki,
Board of Directors
For further information, please contact:
Olli Pohjanvirta, Chairman of the Board of Directors and CEO, Tel. +358 40 900 6977
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www.nurminenlogistics.com
Nurminen Logistics is a listed company established in 1886 that offers logistics services. The company provides high-quality forwarding, cargo handling, and value-added services as well as railway transports and related to its project transport services to its customers. The main market areas and growth areas of Nurminen Logistics are in rail logistics between China and Northern Europe, demanding logistics outsourcing and heavy and chemical handling.
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