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Notice of annual general meeting of shareholders of Nordecon AS

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Tallinn, Estonia, 2014-05-02 08:30 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 annual general meeting will be held at the Radisson Blu Hotel Olümpia
Conference Hall Beta (Liivalaia 33, 10118 Tallinn, Estonia) on 27 May 2014 at
10.00 am. 

The list of shareholders entitled to vote at the general meeting is determined
on 20 May 2014 at 11.59 pm. 

The registration of the participants of the annual general meeting will 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 annual general meeting, a shareholder may notify the Company 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 26 May 2014 at the latest, i.e.
the last working day prior to the annual general meeting. 

As per the resolution of the Company’s council of 30 April 2014, the agenda of
the annual general meeting is as follows: 

  1. Approval of the Company’s annual report for 2013 and adoption of profit
     allocation resolution
  2. Appointment of auditor
  3. Approval of share option plan

The council makes the following proposals to the shareholders:

Item 1. Approval of the Company’s annual report 2013 and adoption of profit
allocation resolution 

1.1. To approve the Company’s annual report for 2013 as submitted by the board.

1.2. To approve the profit allocation proposal made by the board and to adopt
the profit allocation resolution as follows: The Company’s consolidated net
profit for 2013 amounts to 4,642 thousand euros, prior period retained earnings
amount to 6,039 thousand euros and, thus, total distributable profit as at 31
December 2013 amounts to 10,681 thousand euros. To allocate 923 thousand euros
(0.03 euros per share) as the profit to be distributed to shareholders (the
dividend). To make no transfers to the capital reserve or other reserves
provided for by the law or the articles of association. After the allocations,
retained earnings will amount to 9,758 thousand euros. Shareholders entitled to
dividends include persons entered in the Company’s share register on 10 June
2014 at 11.59 pm. Dividends will be distributed to shareholders on 24 June 2014
at the latest. 

Item 2. Appointment of auditor

2.1. To appoint audit firm KPMG Baltics OÜ as auditor of the Company for
financial years 2014-2016. To authorise the Company’s board to sign a separate
agreement with the auditor for each financial year in the period for which the
auditor is appointed. To remunerate the auditor as agreed in the agreement to
be signed with the audit firm. 

Item 3. Approval of share option plan

3.1. To approve the key terms and conditions (the ‘Conditions’) of the
Company’s share option plan, which are as follows: 

3.1.1. The purpose of the Company’s share option plan (‘Option Plan’) is to
motivate the Company’s executive management by including them among the
Company’s shareholders in order to ensure consistency in the Company’s
management and improvement of the Company’s performance, and to enable the
Company’s executive management to benefit from their contribution to growth in
the value of the Company’s share. 

3.1.2. Persons eligible to the Option Plan are (i) persons that are members of
the Company’s board on the date these Conditions are approved and (ii) any
other persons named in a resolution adopted by the Company’s council that are
members of the Company’s executive management personnel on the date these
Conditions are approved. The exact list of persons eligible to participation in
the Option Plan will be determined and execution of the Option Plan will be
administered by the Company’s council. Members of the Company’s council
(including the chairman of the council) are not eligible to participation in
the Option Plan. 

3.1.3. Under the Option Plan, the Company may grant options for acquiring up to
1,618,755 (one million six hundred and eighteen thousand seven hundred and
fifty-five) shares in the Company. 

3.1.4. Under the Option Plan and provided the targets set by the Company’s
council are met, the chairman of the Company’s board Jaano Vink may acquire up
to 291,380 (two hundred and ninety-one thousand three hundred and eighty)
shares in the Company. 

3.1.5. Under the Option Plan and provided the targets set by the Company’s
council are met, the  member of the Company’s board Avo Ambur may acquire up to
259,000 (two hundred and fifty-nine thousand) shares in the Company. 

3.1.6. Under the Option Plan and provided the targets set by the Company’s
council are met, the  member of the Company’s board Erkki Suurorg may acquire
up to 259,000 (two hundred and fifty-nine thousand) shares in the Company. 

3.1.7. The number of share options to be granted to members of the Company’s
executive management personnel will be determined by the Company’s council. No
member of the executive management personnel may be granted share options for
the acquisition of more than 129,500 (one hundred and twenty-nine thousand five
hundred) shares. 

3.1.8. Option agreements between persons eligible to participate in the Option
Plan and the Company may be signed from the date these Conditions have been
approved to 1 July 2014. In the event an eligible person fails to sign an
option agreement within the specified term, the grant of options to that person
will lapse. In the event an eligible person does not wish to participate in the
Option Plan, the council may (but is under no obligation to) allow relevant
share options to be acquired by another eligible person. 

3.1.9. The procedure for applying the terms and conditions of the Option Plan
and exercising a share option will be set forth in the option agreement signed
between an eligible person and the Company. The terms and conditions of option
agreements and the Company’s representative for signature of the option
agreements will be determined by the Company’s council.  The Company’s council
will determine the terms and conditions of option agreements in conformity with
these Conditions. 

3.1.10. An eligible person may exercise an option provided the eligible person
is in an employment or service relationship with the Company on the date the
option becomes exercisable. 

3.1.11. Exercise of options by members of the Company’s board is subject to the
following preconditions: 

a) a member of the board may exercise an option in full provided that the
Company’s consolidated EBITDA for 2016 is 11.228 million euros or above; 

b) a member of the board may exercise an option to the extent of 50% provided
that the Company’s consolidated EBITDA for 2016 is 7.86 million euros; 

c) a member of the board may not exercise an option when the Company’s
consolidated EBITDA for 2016 is 4.491 million euros or below. 

The specific extent to which an option can be exercised will be determined by
interpolation, taking into account the above ranges. 

3.1.12. An eligible person may exercise an option when three years have passed
since the signature of the person’s option agreement but not before the
Company’s annual general meeting has approved the Company’s annual report for
2016. Eligible persons wishing to exercise an option must notify the Company of
their intention in the manner set forth in the option agreement during the
exercise period, which begins when the annual general meeting has approved the
Company’s annual report for 2016 and expires after three months from that date.
Exercise of an option will give rise to a sale agreement between the eligible
person and the Company on the terms and conditions set forth in the option
agreement under which the eligible person may and must acquire the Company’s
shares in respect of which the option was exercised for a price determined in
the manner described in article 3.1.15. of these Conditions. The eligible
person must pay the Company the price of the shares in respect of which the
option was exercised within 6 months after the exercise of the option at the
latest. The shares in respect of which the option was exercised will be
transferred to the eligible person only when the price to be paid for the
shares has been paid. 

3.1.13. Eligible persons may not transfer the share options granted to them.

3.1.14. To satisfy the terms and conditions of the Option Plan, the Company
will issue up to 1,618,755 (one million six hundred and eighteen thousand seven
hundred and fifty-five) new shares in the Company. The shares will be issued to
the Arranger of the Option Plan specified in article 3.1.18. of these
Conditions. 

3.1.15. The price of the shares that may be acquired under the share options
will be determined based on the average price derived from the closing prices
of the Company’s share on the NASDAQ OMX Tallinn Stock Exchange during 10 stock
exchange days preceding the date of approval of these Conditions. 

3.1.16. The shares acquired under the Option Plan entitle the holders to a
dividend in the same financial year in which they were acquired by eligible
persons provided that the list of persons entitled to a dividend was not
determined before the shares were acquired. 

3.1.17. The Company’s council may specify the terms and conditions and
timeframe of the Option Plan in consideration of the Conditions set forth in
this resolution. Administration of the execution of the Option Plan is the
responsibility of the Company’s council. The Company’s council will resolve any
issues arising in connection with the Option Plan. 

3.1.18. To implement the Option Plan and arrange associated activities, the
Company will enter into an agreement (‘Option Plan Arrangement Agreement’) with
a reputable third party (‘Arranger of the Option Plan’) selected by the
council. Under the Option Plan Arrangement Agreement, the Arranger of the
Option Plan undertakes to acquire, for an agreed price, the shares issued by
the Company for execution of the Option Plan and to transfer them back to the
Company, on agreed terms and conditions and for an agreed price, for execution
of the Option Plan. 

3.2. To amend the first sentence of the Company’s articles of association for
execution of the Option Plan and to adopt it in the following wording: 

“2.2. Share capital is divided into thirty-two million three hundred and
seventy-five thousand four hundred and eighty-three (32,375,483) shares without
par value.” 

3.3. 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 [•] (•) euros,
i.e. from 19,657,131.90 euros to [•] euros [the amount by which share capital
will be increased is determined by multiplying the number of shares to be
issued by the issue price of a share].  Share capital will be increased and new
shares will be issued without share premium. The issue price of the shares will
be [•] euros per share and it has been determined based on the average price
derived from the closing prices of the Company’s share during ten (10) stock
exchange days preceding the date of adoption of this resolution on the increase
of share capital. The type of the new shares will be: Nordecon ordinary share
(ISIN: EE3100039496). To revoke Company’s existing shareholders’ pre-emptive
right to subscribe for the new shares on the increase of share capital.  All
the new shares will be subscribed for by Raidla Lejins & Norcous Advokaadibüroo
OÜ (registry number 10344152), or its subsidiary established for the
implementation of the Option Plan whose sole shareholder is Raidla Lejins &
Norcous Advokaadibüroo OÜ, by 1 July 2014 at the latest. The subscriber will
settle the full issue price of the shares it has subscribed for with a monetary
contribution made to the Company’s bank account by 1 August 2014 at the latest.
The new shares issued on the increase of share capital will entitle the holder
to a dividend for the financial year that commenced on 1 January 2014. 

3.4. To acquire, for execution of the Company’s Option Plan, up to 1,618,755
shares in the Company. The Company may acquire own shares from 10 June 2014
until 1 June 2017 from the stock exchange or otherwise on condition that the
price of the shares acquired falls within the range of 0.5 to 1.5 euros per
share. Purchase of the shares from the aftermarket may not commence before the
tenth stock exchange day following the date on which this resolution is made
public. The Company will pay for own shares using assets that exceed share
capital, the statutory capital reserve and share premium. 

________________________

The 2013 annual report of the Company 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 the Company, inter
alia the draft resolutions and including the reasoning of such addition,
resolutions of items to the meeting’s agenda proposed by shareholders, the 2013
annual report, independent auditor’s report, profit allocation 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 2014 on the
website of the Company 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 the Company
 www.nordecon.com. 

A shareholder has a right to receive information on the activities of the
Company 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 the
Company, may propose draft resolutions with respect to each item on the agenda.
Proposals must be sent in writing to the Company at the address Pärnu mnt
158/1, 11317 Tallinn, at least 3 days prior to the general meeting, i.e. by 24
May 2014. Shareholders, whose shares represent at least 1/20 of the share
capital of the Company, may request that additional items be added on the
agenda of the annual general meeting. The request must be sent in writing to
the Company at the address Pärnu mnt 158/1, 11317 Tallinn, at least 15 days
prior to the general meeting, i.e. by 12 May 2014. 


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