Nurminen Logistics Oyj — Proxy Solicitation & Information Statement 2020

Mar 13, 2020

NOTICE TO NURMINEN LOGISTICS PLC’S ANNUAL GENERAL MEETING

NOTICE TO NURMINEN LOGISTICS PLC’S ANNUAL GENERAL MEETING

Notice is given to the shareholders of Nurminen Logistics Plc to the Annual
General Meeting to be held on Monday, 6 April 2020 at 1:00 p.m. at the address
Pasilankatu 2, 00101 Helsinki, Finland. The reception of persons who have
registered for the meeting and the distribution of voting tickets will commence
at 12:30 p.m.

At the Annual 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. Presentation of the Financial Statements, including the Consolidated
   Financial Statements, the report of the Board of Directors and the Auditor’s
   report for the year 2019

-Review by the Chief Executive Officer.

1. Adoption of the Financial Statements including the Consolidated Financial
   Statements

2. 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 no dividend
shall be paid for the financial year 1 January - 31 December 2019.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

2. Adoption of the Remuneration Policy for governing bodies

The Board of Directors proposes to the Annual General Meeting that the
Remuneration Policy for the governing bodies be adopted.

The Remuneration Policy for the governing bodies is available on the company’s
website at
www.nurminenlogistics.com (http://www.nurminenlogistics.com/FrontPage/) and
attached to this notice.

1. Resolution on the remuneration of the members of the Board of Directors

Shareholders of Nurminen Logistics Plc, who represent in total approximately
57.1% of the voting rights of the company’s shares, propose to the General
Meeting that the remuneration of the members of the Board of Directors elected
at the Annual General Meeting for the term ending at the close of the Annual
General Meeting in 2021 will be paid the following annual remuneration: EUR
40,000 for the Chairman and EUR 20,000 for the other members. In addition, 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. Further, the same
shareholders propose that 50% of the annual remuneration will be paid in
Nurminen Logistics Plc’s shares and the rest in cash. A member of the Board of
Directors may not dispose the shares received as annual remuneration before a
period of three years has elapsed from receiving shares. The same shareholders
also propose that the Chairman of the Board will be paid, in addition, a
remuneration of EUR 2,950 per month as well as a car benefit with a maximum
value of EUR 1,600 per month and a telephone benefit.

1. Resolution on the number of members of the Board of Directors

Shareholders of Nurminen Logistics Plc, who represent in total approximately
57.1% of the voting rights of the company’s shares, propose to the General
Meeting that the number of Board members shall be five.

1. Election of members of the Board of Directors

Shareholders of Nurminen Logistics Plc, who represent in total approximately
57.1% of the voting rights of the company’s shares, propose to the General
Meeting that Olli Pohjanvirta, Juha Nurminen, Jukka Nurminen, Irmeli Rytkönen
and Alexey Grom of the current members are re-elected for the term ending at the
close of the Annual General Meeting in 2021.

1. 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 shall be paid as per an invoice approved by the
company.

1. Election of the Auditor

The Board of Directors proposes to the General Meeting that Ernst & Young Oy be
elected as the auditor for the company for the term ending at the close of the
Annual General Meeting 2021. Ernst & Young Oy has notified that Juha Hilmola,
Authorised Public Accountant, would act as the principal auditor.

1. 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 General Meeting that the 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 20,000,000 new shares so that
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 Board members 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 consideration. 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 Board of Director’s right to
decide on all other terms and conditions of the share issuances and the
issuances of special rights. The authorisation would entitle the Board of
Directors to decide on share issuances, issuances of option rights and other
special rights entitling to shares in every way to the same extent as could be
decided by the General Meeting, including the Board of Director’s right to
decide on directed share issuances and/or issuance of special rights.

It is proposed that the authorisation be valid until 30 April 2021 and the
proposed authorisation does not revoke the authorisation granted to the Board of
Directors by the Extraordinary General Meeting on 17 July 2017 on the issuance
of shares as well as the issuance of options and other special rights entitling
to shares.

1. Closing of the meeting

DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals of the shareholders and Board of Directors relating to the agenda
of the Annual General Meeting, as well as this notice are available on Nurminen
Logistics Plc’s website at
www.nurminenlogistics.com (http://www.nurminenlogistics.com/FrontPage/).

The company’s Financial Statements (including the consolidated financial
statements), the report of the Board of Directors, the Auditor’s report and the
Remuneration Policy are available on the above-mentioned website. The proposals
of the Board of Directors and the Financial Statements are also available at the
General 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 Monday, 20 April 2020.

INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

The right to participate and registration

Each shareholder, who is registered on 25 March 2020 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 his/her 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 1 April 2020 at 10:00 a.m. 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: yhtiokokous@nurminenlogistics.com
b) by telephone: 010 545 2946 (on working days from 9:00 a.m. to 4:00 p.m.)
c) 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 or business identity code, address, telephone
number and the name of a possible assistant, proxy representative or legal
representative along with the personal identification number of a proxy
representative or legal representative. The personal data given to Nurminen
Logistics Plc is used only in connection with the General Meeting and with the
processing of related registrations.

The shareholder, their authorized representative or proxy representative must,
where necessary, be able to prove their identity and/or right of representation.

Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation.

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
General Meeting. When a shareholder participates in the 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 General Meeting. Proxy templates are available on the
company’s website
www.nurminenlogistics.com (http://www.nurminenlogistics.com/FrontPage/).

Possible proxy documents should be delivered in originals to Nurminen Logistics
Plc, Annual General Meeting, Satamakaari 24, FI-00980 Helsinki, Finland, before
the last date for registration.

Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares based on which he/she on the record
date of the General Meeting, 25 March 2020, would be entitled to be registered
in the shareholder register of the company maintained by Euroclear Finland Ltd.
The right to participate in the General Meeting requires, in addition, that the
shareholder on the basis of such shares has been temporarily registered in the
shareholder register maintained by Euroclear Finland Ltd at the latest by 1
April 2020 at 10:00 a.m. A holder of nominee registered shares is considered to
be registered for the General Meeting, when he/she is notified for temporary
registration in the shareholder register as described above.
A holder of nominee registered shares is advised to request necessary
instructions regarding the temporary registration in the Company’s shareholder
register, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank well in advance. The account management
organisation of the custodian bank shall notify a holder of nominee registered
shares, who wants to participate in the Annual General Meeting, for temporary
registration in the Company’s shareholder register at the latest by the time
stated above.

Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish 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, 13 March 2020, the total number of shares and votes
in Nurminen Logistics Plc is 44,604,174.

In Helsinki, 13 March 2020

NURMINEN LOGISTICS PLC
Board of Directors

For more information, please contact: Olli Pohjanvirta, Chairman of the Board

Tel. +358 40 900 6977

DISTRIBUTION

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.

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