Market announcement

Title

Notice of annual general meeting of shareholders

Message

Nordecon AS convenes an annual general meeting of shareholders, which shall be
held on 28 May 2012 at 10.00 a.m. in the conference centre of Radisson Blu
Hotel Olümpia, room Beta. 

Tallinn, Estonia, 2012-05-02 16:15 CEST (GLOBE NEWSWIRE) --
Nordecon AS (registry code 10099962, address Pärnu mnt 158/1, 11317 Tallinn)
hereby convenes an annual general meeting of shareholders, which shall be held
on 28 May 2012 at 10.00 a.m. in the conference centre of Radisson Blu Hotel
Olümpia, room Beta (Liivalaia 33, 10118 Tallinn). 

The list of shareholders, who are entitled to vote at the general meeting,
shall be closed on 21 May 2012 at 23.59 hours. 

The registration of the participants of the general meeting shall take place
from 9.00 a.m. until 10.00 a.m. at the venue of the general meeting. 

For registration, please submit:

- in case of a shareholder, who is a private person, a passport or ID card. The
representative of the shareholder must also submit a written and currently
valid power of attorney; 

- in case of a shareholder, who is a legal entity, a currently valid extract
from the respective register where the legal entity is registered and from
which the authorisation of the legal entity’s representative to represent the
legal entity is evident (representation by virtue of law) and a passport or ID
card or any other document of identification with a photo of the
representative. If the legal entity is represented by a person who is not the
legal representative of the legal entity, a written and currently valid power
of attorney is also required. 

Prior to the general meeting, a shareholder may notify Nordecon AS of giving a
proxy or cancelling the proxy by sending a respective digitally signed notice
to the e-mail address [email protected] or by delivering the notice in
written form during working days from 10 a.m. until 4 p.m. to the address Pärnu
mnt 158/1, 11317 Tallinn by 4.00 p.m. on 25 May 2012 at the latest, i.e. the
last working day prior to the general meeting. 

In accordance with the resolution of the council of Nordecon AS, dated 30 April
2012, the agenda of the annual general meeting is as follows: 

1. Approval of the 2011 annual report and distribution of profit;

2. Election of auditor for the financial year 2012 and deciding on the
remuneration of the auditor; 

3. Changing the service fees of the council members.



The council of Nordecon AS makes the following proposals to the shareholders:

Item 1. Approval of the 2011 annual report and distribution of profit

1.1. To approve the 2011 annual report of Nordecon AS;

1.2. To distribute the profit of Nordecon AS as follows: net loss of the
company of the financial year 2011 is EUR 5,304,000. The balance of retained
earnings is EUR 10,257,000. To cover the net loss of the financial year using
the retained earnings of previous periods. The balance of the retained earnings
will remain undistributed. Not to pay dividends to the shareholders and not to
make transfers to the statutory reserve. 



Item 2. Election of auditor for the financial year 2012 and deciding on the
remuneration of the auditor 

Audit firm KPMG Baltics OÜ has rendered auditing service to Nordecon AS in 2011
based on the contracts signed in 2011. As per council’s assessment the auditing
service has been rendered in accordance with the aforementioned contract and
the council has no objections to the quality of the auditing service. 

The management board has carried out a procurement in spring 2011 to select an
audit firm for the next 3 year period (annual periods 2011-2013) and has
selected KPMG Baltics OÜ as best  candidate in terms of quality and the price
of the service. The auditor has confirmed as required by the corporate
governance recommendations that it has no work, economic or other relations
that would threaten its independence while rendering auditing service. 

2.1. To elect audit firm KPMG Baltics OÜ as the auditor of Nordecon AS for the
financial year 2012 and to pay for the services according to the agreement to
be signed with the auditor. 



Item 3. Changing the service fees of the council members

The changes in Nordecon AS group management structure during 2009-2011 and the
reduction of management board members has seen the workload of Nordecon AS’
chairman (Mr Toomas Luman) and vice chairman (Mr Alar Kroodo) of the council in
organising the management of the company rise significantly. This requires the
service fees of chairman and vice chairman to be brought in line with their
actual workload. The increased effort on behalf of chairman and vice chairman
requires their overall remuneration to be tied to consolidated financial
results of Nordecon AS. In addition the service fees of other council members,
which were set in 2006, must also be reviewed. 

3.1. To set (effective from 1 January 2012) the service fee of the chairman of
the council to 5 700 euros per month, the service fee of vice chairman to 2 850
euros per month and the service fees of other council members to 800 euros per
month. 

3.2. To provide the chairman and the vice chairman of the council with
necessary means (car, mobile phone) to carry out work related tasks and to
cover those expenses (effective from 1 January 2012). 

3.3. To pay (effective from 1 January 2012) performance fee to chairman and
vice chairman for achieving the targets set for the financial year to Nordecon
AS’ consolidated financial results. To set the remuneration principles in line
with those used to pay performance fees to a member of management board. The
performance fee to the chairman and vice chairman of the council may not exceed
a management board member’s performance fee by 2/3 and 1/3 respectively. 

________________________

The 2011 annual report of Nordecon AS and the independent auditor's report are
available for review on the website of NASDAQ OMX Tallinn Stock Exchange
www.nasdaqomxbaltic.com. 

All documents pertaining to the annual general meeting of Nordecon AS, inter
alia the draft resolutions and including the reasoning of such addition,
resolutions of additional items to the meeting’s agenda proposed by
shareholders, the 2011 annual report, independent auditor’s report, profit
distribution proposal and the written report of the council regarding the
annual report and any other documents and relevant information to be published
under the law or related to the meeting’s items are available for review
starting from 2 May 2012 on the website of Nordecon AS www.nordecon.com.
Questions related to the annual general meeting and its agenda can be sent to
the e-mail address [email protected]. The questions, answers and
shareholder’s propositions relating to the items on agenda will be published on
the website of Nordecon AS www.nordecon.com. 

A shareholder has a right to receive information on the activities of Nordecon
AS from the management board at the general meeting. The management board may
refuse to disclose the information if there is sufficient grounds to presume
that the disclosure may adversely affect the interests of the company. If the
management board refuses to disclose the information, the shareholder may
demand that the general meeting decides on the lawfulness of the shareholder's
request or to file within two weeks from the general meeting a petition to a
court by way of proceedings on petition to compel the management board to
disclose the information. 

Shareholders, whose shares represent at least 1/20 of the share capital of
Nordecon AS, may propose draft resolutions with respect to each item on the
agenda. Proposals must be sent in writing to Nordecon AS at the address Pärnu
mnt 158/1, 11317 Tallinn, at least 3 days prior to the general meeting, i.e. by
25 May 2012. 

Shareholders, whose shares represent at least 1/20 of the share capital of
Nordecon AS, may request that additional items be added on the agenda of the
general meeting. The request must be sent in writing to Nordecon AS at the
address Pärnu mnt 158/1, 11317 Tallinn, at least 15 days prior to the general
meeting, i.e. by 13 May 2012. 



Nordecon is a group of construction companies whose core business is
construction project management and general contracting in the buildings and
infrastructures segment. Geographically the Group operates in Estonia, Ukraine
and Finland. The parent of the Group is Nordecon AS, a company registered and
located in Tallinn, Estonia. In addition to the parent company, there are more
than 10 subsidiaries in the Group. The consolidated revenue of the Group in
2011 was 147.8 million euros. Currently Nordecon Group employs more than 700
people. Since 18 May 2006 the company's shares have been quoted in the main
list of the NASDAQ OMX Tallinn Stock Exchange. 


         Raimo Talviste
         Nordecon AS
         Head of Finance and Investor Relations
         Tel: +372 615 4445
         Email: [email protected]
         www.nordecon.com