Market announcement

Title

Notice of extraordinary general meeting of shareholders of Nordecon AS

Message

Tallinn, Estonia, 2014-06-13 14:00 CEST (GLOBE NEWSWIRE) --
The board of Nordecon AS (the ‘Company’) (registry number 10099962, address
Pärnu mnt 158/1, 11317 Tallinn, Estonia) is hereby giving notice that the
Company’s extraordinary general meeting will be held at the Radisson Blu Hotel
Olümpia Conference Hall Beta (Liivalaia 33, 10118 Tallinn, Estonia) on 9 July
2014 at 9.30 am. 

The list of shareholders entitled to vote at the general meeting will be
determined on 2 July 2014 at 11.59 pm. 

The registration of the participants of the general meeting will begin at 9.00
am and will end at 9.30 am at the venue of the general meeting. 

For registration:

  -- a shareholder that is an individual must submit a passport or an ID card
     and a shareholder’s representative must also submit a valid written power
     of attorney;
  -- a representative of a shareholder that is a legal entity must submit a
     valid extract from the registry where the entity is registered and which
     grants the representative the right to represent the shareholder (legal
     authorisation) and a passport or an ID card or some other identity document
     with a photo. A representative that is not the entity’s legal
     representative must also submit a valid written power of attorney.

Prior to the general meeting, a shareholder may notify the Company of
appointing a representative or cancelling a power of attorney by sending a
relevant digitally signed e-mail notice to [email protected] or by
delivering the notice in a format that can be reproduced in writing to Pärnu
mnt 158/1, 11317 Tallinn, Estonia on a working day, from 10 am to 4 pm, by 4 pm
on 8 July 2014, i.e. the last working day before the general meeting, at the
latest. 

The extraordinary general meeting is called to specify resolution no. 6 of the
annual general meeting of 27 May 2014 in order to determine which portion of
the amount paid for the shares will be transferred to share capital and which
portion will be recognised as share premium. The resolution adopted by the
extraordinary general meeting will not make any other changes to the
resolutions adopted by the annual general meeting on 27 May 2014. 

As per the resolution of the Company’s council of 13 June 2014, the agenda of
the extraordinary general meeting is as follows: 

  1. Amendment of resolution no. 6 of the Company’s annual general meeting of 27
     May 2014.



The council makes the following proposals to the shareholders:

Item 1. Amendment of resolution no. 6 of the Company’s annual general meeting
of 27 May 2014 

To change the first two subsections of resolution no. 6 of the Company’s annual
general meeting of 27 May 2014 and to adopt them in the following wording: 

  -- To increase the Company’s share capital for execution of the Company’s
     Option Plan by issuing 1,618,755 new shares without par value by
     1,034,573.01 euros, i.e. from 19,657,131.90 euros to the new amount of
     share capital of 20,691,704.91 euros.
  -- To issue the new shares with share premium of 0.338 euros per share (the
     total share premium will amount to 546,950.63 euros).

                            ________________________

All documents pertaining to the Company’s extraordinary general meeting,
including the draft resolutions and shareholders’ reasoning for agenda items
along with relevant draft resolutions as well as other information to be
disclosed under the law and other information relevant to the agenda will be
made available on the Company’s website at www.nordecon.com as from 16 June
2014. Questions regarding the extraordinary general meeting and its agenda can
be sent by e-mail to [email protected]. The questions, answers and
shareholders’ proposals regarding the agenda as well as the minutes of the
general meeting will be made available on the Company’s website at
www.nordecon.com. 

At the general meeting, a shareholder may request information about the
activities of the Company from the Company’s board. If the board refuses to
provide the information, a shareholder may demand that the general meeting
decide whether the request is lawful or may resort to proceedings on petition
and request that the court of law compel the board to provide the requested
information. 

Shareholders whose shares represent at least 1/20 of the Company’s share
capital may propose a draft resolution with respect to each item on the agenda.
The draft resolutions must be sent in writing to Pärnu mnt 158/1, 11317
Tallinn, Estonia, at least 3 days before the general meeting, i.e. by 6 July
2014. 

Shareholders whose shares represent at least 1/20 of the Company’s share
capital may request that additional items be added to the agenda of the general
meeting. The request must be sent in writing to Pärnu mnt 158/1, 11317 Tallinn,
Estonia, at least 15 days before the general meeting, i.e. by 24 June 2014. 


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