Börsiteade

Pealkiri

Notice of annual general meeting of shareholders

Teade

Nordecon AS convenes an Annual General Meeting of Shareholders, which shall be
held on 12 May 2011 at 16.30 P.M. in the conference centre of Radisson Blu
Hotel Olümpia Tallinn 

Tallinn, Estonia, 2011-04-19 07:31 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 12 May 2011 at 16.30 P.M. in the conference centre of Radisson Blu Hotel
Olümpia (Liivalaia 33, 10118 Tallinn). 

The list of shareholders, who are entitled to vote at the General Meeting,
shall be closed on 5 May 2011 at 23.59 hours. 

The registration of the participants of the General Meeting shall take place on
12 May 2011 from 15.30 P.M. until 16.30 P.M. at the venue of the General
Meeting. 

For registration, please submit:

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

- in case of a shareholder, who is a legal entity, an 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 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 personally delivering the
notice 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 11 May 2011 at the latest. 



In accordance with the resolution of the supervisory board of Nordecon AS,
dated 18 April 2011, the agenda of the Annual General Meeting is as follows: 

  1. Approval of the 2010 Annual Report and distribution of profit;
  2. Election of auditor for the financial year 2011 and deciding on the
     remuneration payable to the auditor;
  3. Translation of share capital to euros and taking into use shares without
     par value;
  4. Changes to the articles of association.

The supervisory board of Nordecon AS makes the following proposals to the
shareholders: 

1. Approval of the 2010 Annual Report and distribution of profit

1.1. To approve the 2010 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 2010 is EEK 184,792,000 (EUR 11,810,361). The
rest of the balance of retained earnings is EEK 345,280,000 (EUR 22,067,414).
To cover the net loss of the financial year 2010 from 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
payments to the statutory reserve. The balance of retained earnings will be EUR
10,257,053. 



2. Election of auditor for the financial year 2011 and deciding on the
remuneration payable to the auditor 

The supervisory board proposes to elect the auditing company KPMG Baltics OÜ as
the auditor of Nordecon AS for the financial year 2011 and to pay for the
services of the auditor according to the agreement to be concluded with the
auditor. The agreement with the auditor would be for the next three years
(financial years 2011, 2012, 2013). 



3. Translation of share capital to euros and taking into use shares without par
value 

Related to the Republic of Estonia joining the euro-zone on 1 January 2011 and
changes in the Companies Act of Estonia as of 30 July 2010, the supervisory
board proposes to translate the share capital of Nordecon AS from Estonian
kroons EEK 307,567,280 to euros EUR 19,657,131.9 and to take into use shares
without par value. The share capital of Nordecon AS is divided into 30,756,728
registered shares without par value. 



4. Changes to the articles of association.

Related to translation of share capital to euros and taking into use shares
without par value, the supervisory board proposes to the shareholders the
following amendments: 

Wording in articles of association paragraph 2.1. as follows: The minimum share
capital of the Company shall be eight million euros (EUR 8,000,000) and the
maximum share capital of the Company shall be thirty two million euros (EUR
32,000,000). The share capital of the Company may be increased and decreased
within the limits of the minimum and maximum share capital without amending the
Articles of Association. 

Wording in articles of association paragraph 2.2. as follows: The share capital
is divided into thirty million seven hundred fifty six thousand seven hundred
twenty eight (30,756,728) shares without par value. The Company has one class
of shares - shares without par value. A share is indivisible. The share ledger
is kept as required by the law. 

Wording in articles of association paragraph 2.6. as follows: The Company may
issue shares at a subscription price, which may exceed the computational par
value (premium). 

Wording in articles of association paragraph 8.1. as follows: A shareholder
shall be paid a share of net profit (dividend) according to the computational
par value of his/her/its shares. 

The supervisory board proposes to the shareholders to approve the articles of
association with the aforementioned amendments 



The 2010 Annual Report of Nordecon AS and the auditor's report is 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, the 2010 Annual Report, auditor's report, profit
distribution proposal and the written report of the supervisory board regarding
the Annual Report are available for review as of 19 April 2011 on the website
of Nordecon AS www.nordecon.com or during working days from 10 A.M. until 4
P.M. at the address Pärnu mnt 158/1, 11317 Tallinn. Questions on items of the
agenda of the Annual General Meeting can be sent to the e-mail address
[email protected]. The questions, answers and opinions of the meeting shall
be published on the website of Nordecon AS. 

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
9 May 2011. 

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 27 April 2011. 



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
2010 was 99.3 million euros. Currently Nordecon Group employs nearly 700
people. Since 18 May 2006, the company's shares have been quoted in the main
list of the NASDAQ OMX Tallinn Stock Exchange. 

1 euro = 15.6466 kroons


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