Nurminen Logistics Oyj — Proxy Solicitation & Information Statement 2023

Mar 17, 2023

NOTICE TO NURMINEN LOGISTICS PLC'S ANNUAL GENERAL MEETING

NOTICE TO NURMINEN LOGISTICS PLC'S ANNUAL GENERAL MEETING

Nurminen Logistics Plc         Stock Exchange Release       17 March 2023, 9:00
a.m. (EET)

Notice is given to the shareholders of Nurminen Logistics Plc to the Annual
General Meeting to be held on Wednesday, 12 April 2023 at 10:00 a.m. (EEST) at
the address Satamakaari 24, FI-00980 Helsinki, Finland. The reception of persons
who have registered for the meeting and the distribution of voting tickets at
the meeting venue will commence at 9:30 a.m. (EEST).

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

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 2022

-Review by the Chief Executive Officer.

The company's 2022 Financial Statements and the report of the Board of
Directors, as well as the Auditor's report will be available on the company's
website at www.nurminenlogistics.com/investors/publications/.

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

On 31 December 2022, the parent company´s distributable funds amounted to EUR
30,938,118.26 of which EUR 453,583.04 was profit for the financial year.

The Board of Directors proposes to the General Meeting that the profit for the
financial year ended 31 December 2022 is carried forward to the retained
earnings, and that the General Meeting authorises the Board of Directors to
decide at its discretion on distribution of equity repayment from the company's
reserve for invested unrestricted shareholders' equity of no more than EUR
1,000,000 in total, should the company's financial position allow such. The
authorisation would be valid until 31 December 2023. The company will announce a
possible resolution regarding such separately and confirms the record and
payment dates simultaneously. The equity repayment payable on the basis of the
authorisation would be paid to shareholders who, on the record date of the
payment of equity repayment, are registered as shareholders in the shareholders'
register of the company held by Euroclear Finland Oy.

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

2. Presentation of the Remuneration Report for governing bodies

The Board of Directors proposes that the General Meeting adopts the 2022
Remuneration Report for the governing bodies.

The Remuneration Report for the governing bodies is available on the company's
website at www.nurminenlogistics.com/investors/publications/.

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

Shareholders of Nurminen Logistics Plc, who represent in total approximately
53.15% 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 2024 will be paid the following annual remuneration: EUR
60,000 for the Chairman and EUR 30,000 for each other member of the Board of
Directors. In addition, a meeting fee of EUR 1,500 per meeting for the Board and
Board Committee meetings shall be paid for the Chairman of the Board and EUR
1,000 per meeting for the Board and Board Committee meetings shall be paid for
the other members of the Board. 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 (3) years has elapsed
from receiving shares.

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

Shareholders of Nurminen Logistics Plc, who represent in total approximately
53.15% of the voting rights of the company's shares, propose to the General
Meeting that the Board of Directors shall consist of five (5) members.

1. Election of members of the Board of Directors

Shareholders of Nurminen Logistics Plc, who represent in total approximately
53.15% of the voting rights of the company's shares, propose to the General
Meeting that Irmeli Rytkönen, Olli Pohjanvirta, Juha Nurminen, Erja Sankari and
Karri Koskela of the current members are re-elected for the term ending at the
close of the Annual General Meeting in 2024. Victor Hartwall has announced that
he is not available for re-election.

All nominees have given their consent to the election.

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 2024. Ernst & Young Oy has notified that Juha Hilmola,
Authorised Public Accountant, would act as the principal auditor.

1. Resolution on the partial amendment of the Articles of Association

The Board of Directors proposes that the General Meeting would resolve to amend
article 9 of the Articles of Association to enable holding a general meeting
completely without a meeting venue as a so-called remote meeting. In its amended
form, said provision of the Articles of Association would read as follows:

Ҥ9 Notices of General Meetings of shareholders must be delivered to
shareholders no later than three (3) weeks prior to the date of the General
Meeting but at least nine (9) days prior to the record date of the General
Meeting by publishing them in a national newspaper chosen by the Board of
Directors or on the company´s website.

To take part in a General Meeting, shareholders must register with the company
by the date indicated in the notice at the latest, which may be no earlier than
ten (10) days before the meeting.

The Board of Directors may resolve on organizing the General Meeting without a
meeting venue whereby the shareholders have the right to exercise their power of
decision in full in real time during the meeting using telecommunication
connection and technical means.”

The Articles of Association is proposed to remain unchanged in other respects.

The proposal regarding the meeting venue is based on the changes to Chapter 5 of
the Finnish Companies Act, including the possibility to arrange general meetings
remotely. The legislative changes are based on the premise that, irrespective of
the chosen general meeting format, shareholders' rights must not be compromised
and that all participating shareholders can exercise their shareholder rights in
full in real time, including the right to present questions and vote. The
possibility to organize general meetings remotely enables the company to prepare
for rapid changes in the company's operating environment and society in general,
which may be caused, for example, by pandemics. It is important that the company
has the necessary means to offer its shareholders the possibility to exercise
their shareholder rights and resolve on any matters that are presented in a
general meeting under any circumstances.

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 7,700,000 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 the closing of the Annual
General Meeting 2024, however, no longer than until 30 June 2024. The
authorisation revokes the previous share issue authorisations in force.

1. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This notice, which contains all proposals for the resolutions on the matters on
the agenda of Annual General Meeting, is available on Nurminen Logistics Plc's
website at www.nurminenlogistics.com/investors/publications/. The company's
Financial Statements (including the consolidated financial statements), the
report of the Board of Directors, the Auditor's report and the Remuneration
Report are available on the above-mentioned website. This notice and the other
above-mentioned documents will also be available for viewing at the General
Meeting. The minutes of the General Meeting will be available on the above
-mentioned website as of Wednesday, 26 April 2023, at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholder's register

Each shareholder, who is registered on 29 March 2023 in the shareholders'
register of the company maintained 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.

Registration for the General Meeting will commence on 17 March 2023. A
shareholder registered in the shareholder register, who wants to participate in
the General Meeting, shall register for the meeting no later than 5 April 2023
at 10:00 a.m. (EEST) by which time the registration must be received. Such
notice can be given:

a) by e-mail: yhtiokokous@nurminenlogistics.com or

b) 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 their name,
personal identification number/date of birth or business identity code, address,
telephone number and the name of a possible assistant or the name of a possible
proxy representative along with the personal identification number/date of birth
of a proxy representative. The personal data is used only in connection with the
General Meeting and with the processing of related registrations.

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

1. 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 the shareholder on the
record date of the General Meeting, on 29 March 2023, would be entitled to be
registered in the shareholder register held by Euroclear Finland Oy.
Participation in the General Meeting requires, in addition, that the shareholder
on the basis of such shares has been temporarily registered in the shareholder
register held by Euroclear Finland Oy at the latest by 5 April 2023 at 10:00
a.m. (EEST). 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.

Holders of nominee registered shares are 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 their 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.

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their 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 their 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 at https://nurminenlogistics.com/corporate-governance/annual
-general-meeting/annual-general-meeting-12-april-2023/.

Possible proxy documents should be delivered in originals to Nurminen Logistics
Plc, Annual General Meeting, Satamakaari 24, FI-00980 Helsinki, Finland, prior
to the end of registration period. In addition to delivering the proxy
documents, a shareholder or their proxy representative shall see to registration
for the General Meeting in the manner set out above in this notice.

Other instructions and information

The language of the meeting will be Finnish.

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.

Changes in shareholding after the General Meeting record date affect neither the
right to participate in the General Meeting nor the shareholder's number of
votes.

On the date of this notice, 17 March 2023, the total number of shares and votes
in Nurminen Logistics Plc is 78,101,654.

In Helsinki, 17 March 2023

NURMINEN LOGISTICS PLC
Board of Directors

For more information, please contact: Olli Pohjanvirta, President and CEO, tel.
+358 40 900 6977, olli.pohjanvirta@nurminenlogistics.com

DISTRIBUTION
Nasdaq Helsinki
Major media
nurminenlogistics.com (http://www.nurminenlogistics.com/)

Nurminen Logistics is a Finnish listed company established in 1886. The company
offers high-quality rail transport, terminal, and multimodal solutions between
Asia and Europe and in the Nordic and Baltic countries.

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