Nordecon International AS (registry code 10099962, address Pärnu mnt 158/1,
11317 Tallinn) hereby convenes an extraordinary general meeting of shareholders,
which will be held on 19 November 2010 at 10 A.M. in room Epsilon of the
conference centre of Reval Hotel Olümpia (Liivalaia 33, 10118 Tallinn).
The list of shareholders, who are entitled to vote at the general meeting, will
be closed on 12 November 2010 at 23.59 hours.
The registration of the participants of the extraordinary general meeting will
take place on 19 November 2010 from 9 A.M. until 10 A.M. at the venue of the
meeting.
For registration, please submit:
in case of a shareholder, who is a natural person, a passport or ID card. The
representative of the shareholder must also submit a power of attorney;
in case of a shareholder, who is a legal entity, an 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 power of attorney is also required.
Prior to the extraordinary general meeting, a shareholder may notify Nordecon
International AS of giving a proxy or cancelling the proxy by sending a
respective digitally signed notice to the e-mail address nordecon@nordecon.com
or by personally delivering the notice 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 18 Novemeber
2010 at the latest.
Extraordinary general meeting is convened by the initiative of the management
board of Nordecon International AS for the approval of merging agreement signed
on 4 October 2010. The aforementioned agreement is for merging with Nordecon
International AS its subsidiaries Nordecon Infra AS and Nordecon Ehitus AS. The
subsidiaries will cease to exist as individual companies and Nordecon
International AS becomes their legal successor and continues its activities
under business name Nordecon AS. Therefore the management has proposed to change
the business name of Nordecon International AS and select Nordecon AS as new
business name. This requires changes in the articles of association of Nordecon
International AS.
In accordance with the resolution of the supervisory board of Nordecon
International AS, dated 15 October 2010, the agenda of the extraordinary general
meeting is as follows:
1. Approval of the merger and merger agreement;
2. Changing the business name;
3. Amendment of Articles of Association.
The supervisory board of Nordecon Internationals makes to the shareholders the
following proposals:
1. Approval of the merger and merger agreement
To approve the merger agreement signed on 4 October 2010 between Nordecon
International AS and its subsidiaries Nordecon Infra AS (registry code 10310842,
address Pärnu mnt 158/1, Tallinn, 11317) and Nordecon Ehitus AS (registry code
10210032, address Ringtee 12, Tartu, 51013). To merge Nordecon International AS,
Nordecon Infra AS and Nordecon Ehitus AS as per conditions set out in the merger
agreement whereas Nordecon International AS is the merging company and Nordecon
Infra AS and Nordecon Ehitus AS are the merged companies. As a result of the
merger Nordecon Infra AS and Nordecon Ehitus AS will cease to exist as
individual companies.
2. Changing the business name
Change the business name of Nordecon International AS and confirm Nordecon AS as
the new business name.
3. Amendment of Articles of Association
Due to change the business name of Nordecon International AS the supervisory
board makes the following proposal to the shareholders:
To amend section 1.1 of the Articles of Association as follows: “The business
name of the Company will be Nordecon AS”.
The supervisory board proposes that shareholders to adopt the changes into the
Articles of Association of the company.
The Annual Reports of Nordecon International for 2007, 2008 and 2009 are
available for review on the website of NASDAQ OMX Tallinn Stock Exchange
www.nasdaqomxbaltic.com.
All documents pertaining to the extraordinary general meeting of Nordecon
International AS shareholders, inter alia merger agreement, merging companies'
annual reports for the last three years and interim balance sheets (as of last
available quarter), merger report, draft of articles of association and the
draft resolutions are available for review as of 18 October 2010 on the website
of Nordecon International AS www.nordecon.com or during working days from 10
A.M. until 4 P.M. at the address Pärnu mnt 158/1, 11317 Tallinn. Questions on
items of the agenda of the extraordinary general meeting can be sent to the
e-mail address nordecon@nordecon.com. The questions, answers and opinions of the
meeting will be published on the website of Nordecon International AS.
A shareholder has a right to receive information on the activities of Nordecon
International AS from the management board at the general meeting. The
management board may refuse to disclose the information if there is sufficient
grounds to presume that the disclosure may adversely affect the interests of the
company. 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 International AS, may propose draft resolutions with respect to each
item on the agenda. Proposals must be sent in writing to Nordecon International
AS at the address Pärnu mnt 158/1, 11317 Tallinn, at least 3 days prior to the
extraordinary general meeting, i.e. by 16 November 2010.
Shareholders, whose shares represent at least 1/20 of the share capital of
Nordecon International AS, may request that additional items be added on the
agenda of the extraordinary general meeting. The request must be sent in writing
to Nordecon International AS at the address Pärnu mnt 158/1, 11317 Tallinn, at
least 15 days prior to the General Meeting, i.e. by 04 November 2010.
Nordecon International 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 International AS, a company
registered and located in Tallinn, Estonia. In addition to the parent company,
there are more than 15 subsidiaries in the Group. The consolidated revenue of
the Group in 2009 was 2.4 billion kroons (155 million euros). Currently Nordecon
International Group employs nearly 750 people. Since 18 May 2006, the company's
shares have been quoted in the main list of the NASDAQ OMX Tallinn Stock
Exchange.
1 euro = 15.6466 kroons
Raimo Talviste
Nordecon International AS
Head of Finance and Investor Relations
Tel: +372 615 4445
Email: raimo.talviste@nordecon.com
www.nordecon.com
Notice to convene extraordinary general meeting of shareholders of Nordecon International AS
| Source: Nordecon