Börsiteade

Pealkiri

Decisions of the annual general meeting of shareholders

Teade

Tallinn, Estonia, 2014-05-27 10:40 CEST (GLOBE NEWSWIRE) --
Nordecon AS (registry code 10099962, address Pärnu mnt 158/1, 11317 Tallinn)
annual general meeting of shareholders was held on 27 May 2014 at 10.00 a.m. in
the conference centre of Radisson Blu Hotel Olümpia, room Beta (Liivalaia 33,
10118 Tallinn). 

The shareholders of Nordecon AS made the following decisions according to the
proposed agenda: 

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 1,581,523.64
(one million five hundred eighty one thousand five hundred twenty three point
sixty four) euros, i.e. from 19,657,131.90 euros to 21,238,655.54 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 0.977 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. 



At the annual general meeting of shareholders 22,974,571 ordinary shares
entitled to vote were represented, i.e. 74.7% of total ordinary shares
outstanding (30,756,728). 



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
2013 was 174 million euros and net profit 4.6 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