Notice is given to the shareholders of
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 2023
-Review by the Chief Executive Officer.
The company's 2023 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/.
7. Adoption of the Financial Statements including the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and distribution of funds
On
The Board of Directors proposes to the General Meeting that the loss shown for the financial year ended
The Board of Directors will make separate resolutions on the amount and timing of each equity repayment. The company will announce each resolution on the payment of equity repayment separately and confirms the applicable record and payment dates simultaneously.
On the basis of the authorisation, the Board of Directors will decide on the distribution of equity repayment of no more than
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Presentation of the Remuneration Report for governing bodies
The Board of Directors proposes that the General Meeting adopts the 2023 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/.
11. Presentation of Remuneration Policy of the governing bodies
The Remuneration Policy of the governing bodies was adopted by the 2020 Annual General Meeting. The Remuneration Policy must be presented to the General Meeting at least every four years or every time a material change is made to the Policy.
The Board of Directors proposes to the General Meeting that the Remuneration Policy for the governing bodies be adopted. The amendments to the Remuneration Policy are of a technical nature compared to the Remuneration Policy adopted by the 2020 Annual General Meeting.
The proposal for the Remuneration Policy for the governing bodies is attached to this notice and available on the company's website at www.nurminenlogistics.com/corporate-governance/annual-general-meeting/annual-general-meeting-17-april-2024/.
12. Resolution on the remuneration of the members of the Board of Directors
Shareholders of
13. Resolution on the number of members of the Board of Directors
Shareholders of
14. Election of members of the Board of Directors
Shareholders of
All nominees have given their consent to the election.
15. 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.
16. Election of the Auditor
The Board of Directors proposes to the General Meeting that
17. 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 15,000,000 new shares so that aforesaid shares and/or special rights could be used 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
It is proposed that the authorisation be valid until the closing of the Annual General Meeting 2025, however, no longer than until
18. 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
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholder's register
Each shareholder, who is registered on
Registration for the General Meeting will commence on
a) by e-mail: yhtiokokous@nurminenlogistics.com or
b) by regular mail to
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.
2. 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
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.
3. 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 www.nurminenlogistics.com/corporate-governance/annual-general-meeting/annual-general-meeting-17-april-2024/.
Possible proxy documents should be delivered in originals to
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,
In
Board of Directors
Further information:
Olli Pohjanvirta, President and CEO, tel. 040 900 6977
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https://news.cision.com/nurminen-logistics/r/notice-to-nurminen-logistics-plc-s-annual-general-meeting,c3952111
https://mb.cision.com/Main/11061/3952111/2697267.pdf
https://mb.cision.com/Public/11061/3952111/b89754704995c717.pdf
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