Börsiteade

Pealkiri

Notice of annual general meeting of shareholders

Teade

The management board of Nordecon AS summons the annual general meeting of
shareholders, which shall be held on 24 May 2013 at 10.00 a.m. in the
conference centre of Radisson Blu Hotel Olümpia. 

Tallinn, Estonia, 2013-04-26 09:15 CEST (GLOBE NEWSWIRE) --
The management board of Nordecon AS (registry code 10099962, address Pärnu mnt
158/1, 11317 Tallinn) summons the annual general meeting of shareholders, which
shall be held on 24 May 2013 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 17 May 2013 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 must also be submitted. 

Prior to the general meeting, a shareholder may notify Nordecon AS of giving a
proxy or cancelling a 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 23 May 2013 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 25 April
2013, the agenda of the annual general meeting is as follows: 

1. Approval of the 2012 annual report and distribution of profit;

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

3. Election of council member.



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

Item 1. Approval of the 2012 annual report and distribution of profit

1.1. To approve the 2012 annual report of Nordecon AS;

1.2. To distribute the profit of Nordecon AS as follows: net profit for the
financial year 2012 is EUR 1,477,000. The balance of retained earnings is EUR
4,563,000. Not to pay dividends from the net profit for 2012 and prior period
retained earnings and not to make any transfers to the capital reserve. 



Item 2. Election of auditor for the financial year 2013 and deciding on the
remuneration of the auditor 

Audit firm KPMG Baltics OÜ has rendered auditing service to Nordecon AS in 2012
based on the contracts signed in 2012. 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 2013 and to pay for the services according to the agreement to
be signed with the auditor. 



Item 3. Election of council member

The powers of Andri Hõbemägi as a member of the council of Nordecon AS expire
on 13 May 2013, which is before the annual general meeting of 2013. The
chairman of the council proposes that Andri Hõbemägi be elected as a member of
the council for a new term of office as provided in the articles of
association. The remuneration of a member of the council was determined by the
annual general meeting of Nordecon AS, which convened on 28 May 2012, and this
will not be changed. 

 3.1. To elect Andri Hõbemägi as a member of the council of Nordecon AS for a
new term of office as provided in the articles of association. The powers of
the member of the council will take effect as of the adoption of this
resolution and will expire on 24 May 2018. 

                            ________________________



The 2012 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 items to the meeting’s agenda proposed by shareholders, the 2012
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 (including the information on the council member candidate)
are available for review starting from 26 April 2013 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. 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
21 May 2013. 

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 9 May 2013. 



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
2012 was 159.4 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