Pre-Annual General Meeting Information • Jun 26, 2017
Pre-Annual General Meeting Information
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Nurminen Logistics Plc Stock Exchange Release 26 June 2017 at 2 p.m. Finnish time
The Board of Directors of Nurminen Logistics Plc is calling to convene an Extraordinary General Meeting of shareholders to be held on Monday 17 July 2017 starting at 3:00 p.m. Finnish time at the address Satamakaari 24, 00980 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2:30 p.m. Finnish time.
At the Extraordinary General Meeting, the following matters will be considered:
The Board of Directors proposes to the Extraordinary General Meeting that the General Meeting authorizes the Board of Directors to resolve on share issues and/or the issuance of special rights entitling to shares pursuant to Chapter 10 Section 1 of the Finnish Companies Act.
Based on the aforementioned authorization the Board of Directors may issue or assign, either by one or several resolutions, shares and/or special rights an amount which corresponds to a maximum of 5,330,000 new shares so that the aforementioned shares and/or special rights could be used, inter alia, for the financing of company and business acquisitions or other business transactions and investments, the expansion of the ownership structure, financing arrangement, remuneration of the members of the Board of Directors and/or for the creation of incentive schemes and for engaging personnel.
The authorization would entitle the Board of Directors to resolve on share issues and the issuance of options and other special rights entitling to shares in in every way to the same extent as could be resolved by the General Meeting, including the Board of Director's right to resolve on directed share issues and/or the issuance of special rights entitling to shares.
The authorization would entitle the Board to resolve on a share issue with or without payment. The authorization for deciding on a share issue without payment would also include the right to resolve on a share issue to the company itself, so that the authorization 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 authorization will be valid until 17 July 2022 and that it will not revoke the authorization granted to the Board of Directors by the Annual General Meeting on 21 April 2017, which will be valid until 30 April 2018 and which authorizes the issue of a maximum 30,000,000 company shares.
The aforementioned resolution proposal of the Board of Directors on the agenda of the General Meeting as well as this notice are available on the website of Nurminen Logistics Plc at www.nurminenlogistics.com. Nurminen Logistics' financial statement, annual report and the auditor's report and other documents required by the Finnish Companies Act are available on the aforementioned website. The resolution proposal of the Board of Directors, financial statements and other documents required by the Finnish Companies Act are also available at the General Meeting and copies of them as well as of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the aforementioned website 31 July 2017 at the latest.
Each shareholder who is registered on 5 July 2017 in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders' register of the company.
A shareholder who wants to participate in the General Meeting shall register for the meeting no later than 12 July 2017 at 10.00 a.m. Finnish time by giving a prior notice of participation. Such notice can be given
c) by letter to: Nurminen Logistics Plc, Extraordinary General Meeting, Satamakaari 24, 00980 Helsinki
In connection with the registration, a shareholder shall notify their name, personal identification number, address, telephone number as well as the name and personal identification number of a possible assistant or proxy representative. The personal data given to Nurminen Logistics by the shareholders is used only in connection with the General Meeting and with the processing of necessary related registrations.
A shareholder may participate in the General Meeting and exercise their rights at the meeting by a way of proxy representation.
A proxy representative of a shareholder shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different bookentry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the meeting.
Possible original versions of the proxy documents are requested to be delivered in to Nurminen Logistics Plc, General Meeting, Satamakaari 24, 00980 Helsinki, before the end of the registration period.
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 on 5 July 2017, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held
by Euroclear Finland Ltd at the latest by 12 July 2017, 10:00 a.m. EET. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and preregistration for the Extraordinary General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Extraordinary General Meeting, temporarily in the shareholders' register of the company by the time stated above at the latest.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters considered at the meeting.
On the date of this notice, 26 June 2017, the total number of shares and voting rights in Nurminen Logistics Plc is 14,674,410.
In Helsinki, 26 June 2017
NURMINEN LOGISTICS PLC The Board of Directors
Nasdaq Helsinki Major media 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 it project transport services to its customers. The main market areas of Nurminen Logistics are Finland, Russia and its neighbouring countries.
Nurminen Logistics Plc (the "Company")
The Board of Directors proposes to the Extraordinary General Meeting that the Extraordinary General Meeting authorizes the Board to resolve 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 authorization, the Board of Directors would be entitled to issue or assign, either by one or several resolutions, shares and/or special rights up to a maximum equivalent of 5,330,000 new shares so that aforesaid shares and/or special rights could be used, e.g., for the financing of company and business acquisitions or for other business arrangements and investments, for diversifying the shareholder base, financing arrangement, paying of remuneration of the Board members and/or for the creating incentives for, or encouraging commitment in, personnel.
The authorization would give the Board the right to resolve on share issue with or without consideration. The authorization for resolving on a share issue without consideration would also include the right to resolve on the issuance of the shares to the company itself, so that the authorization 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 authorization includes the right whereby the Board of Directors would be entitled to resolve on all the terms and conditions of the issue of shares and special rights entitling to the shares. Furthermore, the Board of Directors would be entitled to resolve, in all respects, on share issues, option rights and other special rights the same way as the General Meeting could resolve on the aforesaid matters. The authorization would also include right to resolve on directed issues of shares and/or special rights.
The authorization could be used for the issuance of the convertible equity hybrid bond (the "Convertible Hybrid Bond"), announced on 26 June 2017, for which the Company and Ilmarinen Mutual Pension Company ("Ilmarinen") have agreed that Ilmarinen fully subscribes the Convertible Hybrid Bond by setting off the Company's payment obligations to Ilmarinen pertaining to the repurchase of certain real estate properties for the amount of EUR 1,500,000.00. The Convertible Hybrid Bond may be converted to the shares in the Company in accordance with the terms and conditions of the Convertible Hybrid Bond.
It is proposed that the authorization be effective until 17 July 2022 and it shall not revoke the authorization granted to the Board by the Annual General Meeting held on 21 April 2017, which is effective until 30 April 2018 and pursuant to which a maximum of 30,000,000 new shares in the Company may be issued.
Helsinki, 26 June 2017
Nurminen Logistics Plc Board of Directors
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