Börsiteade

Pealkiri

Notice of extraordinary general meeting of shareholders of Nordecon AS

Teade

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 2
October 2017 at 10.00 am. 

The list of shareholders entitled to vote at the general meeting will be
determined on 25 September 2017 at 11.59 pm. 

The registration of the participants of the general meeting will begin at 9.00
am and will end at 10.00 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 29 September 2017, i.e. the last working day before the general meeting, at
the latest. 

As per the resolution of the Company’s council of 4 September 2017, the agenda
of the extraordinary general meeting is as follows: 

1. Additional allocation of profits.

In connection with the additional cash flow of 4,534 thousand euros from sales
of assets related to real estate development, the Company wishes to distribute
to the shareholders additional dividends. In relation to this, the council
makes the following proposals to the shareholders: 

Item 1. Additional allocation of profits

To allocate additionally the profit of the Company as follows:  The Company’s
consolidated net profit for 2016 amounted to 3,044 thousand euros, prior period
retained earnings amounted to 10,047 thousand euros and, thus, total
distributable profit as at 31 December 2016 amounted to 13,091 thousand euros.
On 24 May 2017 it was decided to allocate 1,384 thousand euros (0.045 euros per
share) as the profit to be distributed to the shareholders (the dividend) and
not to distribute the rest of the retained earnings in the amount of 11,707
thousand euros. To allocate the amount of 1,999 thousand euros (0.065 euros per
share) as the profit to be additionally distributed to the shareholders (the
dividend). Not to distribute the rest of the retained earnings in the amount of
9,708 thousand euros. No appropriations shall be made to the capital reserve or
other reserves provided for by the law or the articles of association.
Shareholders entitled to dividends include persons entered in the Company’s
share register on 16 October 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 23 October 2017 at the
latest. 

                            ________________________


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 extraordinary 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 05 September 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. 

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 29
September 2017. 

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 17 September
2017. 


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