Börsiteade

Pealkiri

Notice of annual general meeting of shareholders of Nordecon AS

Teade

The management board of Nordecon AS (the “Company”) (registry code 10099962,
address Pärnu mnt 158/1, 11317 Tallinn) hereby convenes an annual general
meeting of shareholders, which shall be held on 24 May 2017 at 10.00 am at the
Radisson Blu Hotel Olümpia Conference Hall Beta (Liivalaia 33, 10118 Tallinn). 

The list of shareholders entitled to vote at the general meeting is determined
on 17 May 2017 at 23.59 pm. 

The registration of the participants of the annual general meeting will take
place from 9.00 am 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 as
     a document of identification. 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 format which can be reproduced in writing during working days from 10.00 am
until 4.00 pm to the address Pärnu mnt 158/1, 11317 Tallinn by 4.00 pm on 23
May 2017 at the latest, i.e. the last working day prior to the annual general
meeting. 

As per the resolution of the Company’s supervisory board of 26 April 2017, the
agenda of the annual general meeting is as follows: 


  1. Approval of the Company’s annual report for 2015 and profit allocation
     proposal;
  2. Election of auditor for the financial year 2016 and deciding on the
     remuneration payable to the auditor;
  3. Decrease of the share capital of the Company;
  4. Remuneration of the members of the supervisory board;
  5. Changes in the key terms and conditions of the share option plan.


The supervisory board makes the following proposals to the shareholders:

Item of Agenda No. 1. Approval of the Company’s annual report for 2016 and
profit allocation proposal 

1.1. To approve the Company’s consolidated annual report for 2016 as submitted
by the management board. 

1.2. To allocate the profit of the Company as follows: The Company’s
consolidated net profit for 2016 amounts to 3,044 thousand euros, prior period
retained earning amounts to 10,047 thousand euros and, thus, total
distributable profit as at 31 December 2016 amounts to 13,091 thousand euros.
To allocate 1,384 thousand euros (0.045 euros per share) as the profit to be
distributed to the shareholders (the dividend). No appropriations shall be made
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 11,707 thousand euros. Shareholders entitled to dividends include persons
entered in the Company’s share register on 7 June 2017 at 11.59 pm. No
dividends shall be paid to the Company for own shares, the number of eligible
shares is 30,756,728. The dividends will be distributed to the shareholders on
21 June 2017 at the latest. 

Item of Agenda No. 2. Election of auditor for the financial year 2017 and
deciding on the remuneration of the auditor 

The management board has carried out a procurement in spring 2017 for
appointment of an audit firm for the Company for the next 3-year period (annual
periods 2017-2019) and has selected KPMG Baltics OÜ from the submitted offers
as the best candidate in terms of quality and the price of the service. The
auditor has confirmed as required by the Corporate Governance Code that it has
no work, economic or other relations that would threaten its independence while
rendering auditing service. 

Audit firm KPMG Baltics OÜ has rendered auditing service to the Company in 2016
based on the contracts signed in 2016. KPMG Baltics OÜ has been rendering
auditing services in accordance with the aforementioned contract and the
Company has no objections to the quality of the auditing service. 

2.1. To elect audit firm KPMG Baltics OÜ as the auditor of the Company for the
financial year 2017 and to pay for the services according to the agreement to
be signed with the auditor. 

Item of Agenda No. 3. Decrease of the share capital of the Company

3.1. To decrease the share capital of the Company by 1,456,896.74 euros from
19,720,440.42 euros to 18,263,543.68 euros. The share capital will be decreased
by reducing the book value of the shares by 0.045 euro. The total number of the
shares will not change and the book value of shares shall be reduced
proportionately to the reduction of the share capital. As a result of the
decrease of the share capital, the share capital of the company will be
18,263,543.68 euros that is divided into 32,375,483 shares with book value. 

3.2. Upon decrease of the share capital to make payments to the shareholders in
the amount of 0.045 euros per share, in the total amount of 1,384,052.76 euros.
The payments to the shareholders shall be made no sooner than three months
after the registration of the reduction of the share capital with the
commercial register, but, at the latest, three months and 14 calendar days
after the registration of the reduction of the share capital with the
commercial register. 

3.3. The share capital is decreased to improve the structure of capital in
order to bring the amount of the share capital into alignment with the volume
of business and strategic goals. The reduced amount of the share capital is in
compliance with the requirements set out by the legislation and the articles of
association. 

3.4. The list of shareholders who shall be entitled to payments as a result of
the decreasing of the share capital will be fixed as of 7 June 2017 at 11:59
pm. 

Item of Agenda No. 4. Remuneration of the members of the supervisory board

4.1. To determine that as from 1 June 2017 the amount of the remuneration
payable to the chairman of the supervisory board is 9,000 euros per month, to
the vice-chairman of the supervisory board 3,000 euros per month and to the
other supervisory board members 1,200 euros per month. 

Item of Agenda No. 5. Changes in the key terms and conditions of the share
option plan 

To change the general terms and conditions of the Company’s stock option
program approved under resolution No 4 of the general meeting of shareholders
of the Company of 27 May 2014 as follows: 

5.1. To change section 1.10 of the general terms and conditions of the
Company’s stock option program and approve section 1.10 in the following
wording: 

“An eligible person may exercise the option provided that the eligible person
is in an employment or service relationship with the Company or with a
subsidiary of the Company as at the date on which the option becomes
exercisable, except in case the supervisory board decides otherwise in the
terms and conditions of the option agreement concluded with the eligible
person.“ 

5.2. To change section 1.11 of the general terms and conditions of the
Company’s stock option program and approve section 1.11 in the following
wording: 

„Exercise of the option by the Company’s management board members Jaano Vink,
Aavo Ambur and Erkki Suurorg is subject to the following preconditions,
depending on the time of exercising the option: 

The management board member exercises the option (in full or in part) based on
the financial results of the Company for 2016: 

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

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

   c) the management board member may not exercise the option in case the
Company’s consolidated EBITDA for 2016 is 4.491 million euros or less. 

The management board member exercises the option (in full or in part) based on
the financial results of the Company for 2017: 

   a) the management board member may exercise the option in full provided that
the Company’s consolidated EBITDA for 2017 is 8.264 million euros or more; 

   b) the management board member may exercise the option to the extent of 50%
provided that the Company’s consolidated EBITDA for 2017 is 6.198 million
euros; 

   c) the management board member may not exercise the option when the
Company’s consolidated EBITDA for 2017 is 4.132 million euros or less. 

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

5.3. To change section 1.12 of the general terms and conditions of the
Company’s stock option program and approve section 1.12 in the following
wording: 

„An eligible person may exercise the option after the expiry of a three year
period as of the conclusion of the person’s option agreement but, in any case,
not before the Company’s annual general meeting has approved the Company’s
annual report for 2016. In order to exercise the option, an eligible person
shall, during the exercise period beginning as of the approval of the Company’s
2016 annual report by the Company’s annual general meeting and ending after 15
(fifteen) months as of such date, submit the Company a notice in accordance
with the option agreement. Exercise of the option shall constitute the
conclusion of 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 is entitled and obliged to acquire the Company’s shares which
are the object of the option for a price determined in accordance with article
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 12 (twelve)
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.“ 

                                _________________

The 2016 annual report of the Company and the independent auditor's report are
available for review on the website of NASDAQ Tallinn Stock Exchange
www.nasdaqbaltic.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 2016
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 28 April 2017 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 21
May 2017. 

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 09 May 2017. 


         Andri Hõbemägi
         Nordecon AS
         Head of Investor Relations
         Tel: +372 6272 022
         Email: [email protected]
         www.nordecon.com