Notice of extraordinary general meeting of shareholders of Nordecon AS

The management board of Nordecon AS (the "Company”) (registry code 10099962, address Toompuiestee 35, 10149 Tallinn) hereby convenes an extraordinary general meeting of shareholders, which shall be held on 29 November 2023 at 10:00 am at the Radisson Blu Hotel Olümpia conference centre at the conference hall Sigma (Liivalaia 33, 10118 Tallinn).

The list of shareholders entitled to participate at the general meeting is determined on 22 November 2023 as at the end of the working day of the Nasdaq CSD Estonia settlement system.

The registration of the participants of the 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 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 nordecon@nordecon.com or by delivering the notice in a format which can be reproduced in writing during working days from 10:00 am until 4:00 pm to the address Toompuiestee 35, 10149 Tallinn by 4:00 pm on 28 November 2023 at the latest, i.e. the last working day prior to the general meeting.

Pursuant to the resolution of the Company’s supervisory board of 7 November 2023, the agenda of the extraordinary general meeting is as follows:

1. Approval of transaction.

The supervisory board of the Company makes the following proposal to the shareholders:

Agenda item No. 1. Approval of transaction

1.1   To approve the transaction whereby the Company (as the seller) sells its 52% holding in OÜ Nordecon Betoon (registry code 10647027) for 9,050,000 euros to the company that is controlled by the current minority shareholders of OÜ Nordecon Betoon.

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The extraordinary general meeting of the Company is convened in accordance with Section 7.13.1 of the Rules of Nasdaq Tallinn Stock Exchange to approve the transaction contemplated by the Company. The information regarding the transaction was published simultaneously with this notice and is available via the stock exchange.   

All documents pertaining to the extraordinary general meeting of the Company, inter alia the draft resolution 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 8 November 2023 on the website of the Company at www.nordecon.com. Questions related to the extraordinary general meeting and its agenda can be sent to the e-mail address nordecon@nordecon.com. The questions, answer, shareholder’s propositions relating to the items on the agenda and the minutes of the general meeting will be published on the website of the Company at www.nordecon.com.

A shareholder has the 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 may 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: Nordecon AS, Toompuiestee 35, 10149 Tallinn, at least 3 days prior to the general meeting, i.e. by 25 November 2023.

Attachments

• Draft resolution of extraordinary general meeting of shareholders
• Notice of extraordinary general meeting of shareholders