Regulatory press release

Nurminen Logistics: NOTICE TO NURMINEN LOGISTICS PLC'S ANNUAL GENERAL MEETING

2025-03-26 11:00

NURMINEN LOGISTICS PLC STOCK EXCHANGE RELEASE 26 MARCH 2025 AT 12.00 P.M. (EET)

Notice is given to the shareholders of Nurminen Logistics Plc to the Annual General Meeting to be held on Wednesday, 16 April 2025, at 1:00 p.m. (EEST) at the Gatehouse, address Komentosilta 1, FI-00980 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting ballots at the meeting venue will commence at 12:30 p.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 2024

Review by the Chief Executive Officer.

The company's 2024 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 31 December 2024, the parent company's distributable funds amounted to EUR 33,345,927.62 of which EUR 5,815,713.27 was profit for the financial year.

The Board of Directors proposes to the General Meeting that an equity repayment of no more than EUR 0.06 per share is distributed from the reserve for invested unrestricted equity for the financial year ending 31 December 2024. Additionally, the Board of Directors proposes that the General Meeting authorizes the Board of Directors to decide on the timing and final amount of the equity repayment. The remaining distributable funds will be left in the company's unrestricted equity. The authorization is valid until the end of 2025.

The company will announce the decision of the Board of Directors on the payment of the capital repayment separately and confirm the record and payment dates at the same time. The equity repayment payable on the basis of the authorization will be paid to shareholders who, on the record date of the equity repayment, are registered as shareholders in the company's shareholders register held by Euroclear Finland Oy.

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 remuneration report for 2024, prepared in accordance with the remuneration policy confirmed by the Annual General Meeting on 17 April 2024, is available on the company's website at www.nurminenlogistics.com/investors/publications/

The Board of Directors proposes that the General Meeting adopts the 2024 remuneration report for the governing bodies.

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

Shareholders of Nurminen Logistics Plc, who represent in total approximately 50,43 % 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 2026 will be paid the following annual remuneration: EUR 80,000 for the Chairman and EUR 40,000 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 to the Chairman of the Board of Directors, and EUR 1,000 per meeting for the Board and Board Committee meetings shall be paid to the other members of the Board of Directors. If a board member residing abroad participates in the meeting, a meeting fee of EUR 1,500 per meeting will be paid to them when the meeting is held physically in 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 (3) years has elapsed from receiving the shares.

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

Shareholders of Nurminen Logistics Plc, who represent in total approximately 50,43 % of the voting rights of the company's shares, propose to the General Meeting that the Board of Directors shall consist of four (4) members. In addition, the same shareholders have informed the company that they may propose to the General Meeting to nominate a fifth member to the Board of Directors by 2 April 2025, in which case the same shareholders would propose to the General Meeting that the Board of Directors shall consist of five (5) members

13. Election of members of the Board of Directors

Shareholders of Nurminen Logistics Plc, who represent in total approximately 50,43 % of the voting rights of the company's shares, propose to the General Meeting that the current Board members Irmeli Rytkönen, Olli Pohjanvirta, Erja Sankari and Karri Koskela are re-elected for the term ending at the close of the Annual General Meeting in 2026.

All nominees have given their consent to the election.

In addition, the same shareholders have informed the company that they may propose to the General Meeting to nominate a fifth member to the Board of Directors by 2 April 2025, upon receiving information regarding the availability of the potential fifth member for the position. The company will publish a release on the matter if the said shareholders should make such a proposal.

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

15. 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 in 2026. Ernst & Young Oy has notified that Juha Hilmola, Authorized Public Accountant, would act as the principal auditor.

16. Authorizing 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 authorizes 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 aforementioned authorization, 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 the aforementioned 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 creating incentives for, or encouraging commitment in, personnel.

The authorization would entitle the Board of Directors to decide on the share issuance with or without consideration. The authorization 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 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 Board of Directors' right to decide on all other terms and conditions of the share issuances and the issuances of special rights. The authorization 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 Directors' right to decide on directed share issuances and/or issuance of special rights.

It is proposed that the authorization be valid until the closing of the Annual General Meeting in 2026, however, no longer than until 30 June 2026. The authorization revokes the previous share issue authorizations in force.

17. 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 the Annual General Meeting, is available on Nurminen Logistics Plc's website at www.nurminenlogistics.com/corporate-governance/annual-general-meeting/annual-general-meeting-16-april-2025 Nurminen Logistics Plc'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 website www.nurminenlogistics.com/investors/publications.

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 website www.nurminenlogistics.com/corporate-governance/annual-general-meeting/annual-general-meeting-16-april-2025 at the latest by Wednesday, 30 April 2025.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on the record date of 4 April 2025 in the shareholders' register maintained by Euroclear Finland Oy, 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'

Registration for the General Meeting will commence on 26 March 2025. A shareholder registered in the shareholder register who wants to participate in the General Meeting shall register for the meeting no later than 11 April 2025 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 authorized 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 4 April 2025, 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 11 April 2025 at 10:00 a.m. (EEST). A holder of nominee registered shares is considered to be registered for the General Meeting when they are notified for temporary registration in the shareholder register as described above. 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 at the General Meeting.

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 organization 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-16-april-2025

Possible proxy documents should be delivered in originals before the end of the registration period to Nurminen Logistics Plc, Annual General Meeting, Satamakaari 24, FI-00980 Helsinki, Finland. 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/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, 26 March 2025, Nurminen Logistics Plc has a total of 80,552,920 shares and votes.

In Helsinki, 26 March 2025

NURMINEN LOGISTICS PLC

BOARD OF DIRECTORS

Further information:

Olli Pohjanvirta, CEO

+358 40 900 6977, olli.pohjanvirta@nurminenlogistics.com

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