Notice of annual general meeting of shareholders of Nordecon AS
19 April 2024 - 11:30PM
UK Regulatory
Notice of annual general meeting of shareholders of Nordecon AS
The management board of Nordecon AS (the
“Company”) (registry code 10099962, address
Toompuiestee 35, 10149 Tallinn) hereby calls an annual general
meeting of shareholders, which shall be held on 22 May 2024
at 10:00 am at the Radisson Blu Hotel Olümpia conference hall Sigma
(Liivalaia 33, 10118 Tallinn).
The list of shareholders entitled to vote at the
general meeting is determined on 15 May 2024 as at the end of the
working day of the Nasdaq CSD Estonia settlement system.
The registration of the participants of the
annual general meeting begins at 9:00 am and ends at 10:00 am at
the venue of the general meeting.
For registration, please submit:
- in case of a shareholder who is a
natural person, a passport or ID card as a document of
identification, the representative of the shareholder must also
submit a valid power of attorney in written format;
- in case of a shareholder who is a
legal entity, a valid extract from the respective register where
the legal entity is registered and which provides the basis of the
representative’s right to represent the shareholder (legal
representation) and the representative’s passport or ID card or any
other document of identification with a photo. If the legal entity
is represented by a person who is not a legal representative of the
legal entity, a valid power of attorney in written format 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 power of attorney
or a PDF format copy of the original power of attorney (the
original must be submitted at the meeting) to the e-mail address
nordecon@nordecon.com or by delivering the original power of
attorney in person during working days from 10:00 am until 4:00 pm
to the address Toompuiestee 35, 10149 Tallinn not later than by the
last working day prior to the annual general meeting, i.e. by 21
May 2024 at 4:00 pm. The template power of attorney that a
shareholder may use to authorize a representative is available at
the Company’s website at www.nordecon.com.
Pursuant to the resolution of the Company’s
supervisory board of 19 April 2023, the agenda of the annual
general meeting is as follows:
- Approval of the Company’s annual report for the 2023 financial
year and proposal for the distribution of profit;
- Election of the auditor for the 2024 financial year and
deciding on the remuneration of the auditor.
The supervisory board of the Company makes the
following proposals to the shareholders:
Agenda item No. 1. Approval of the
Company’s annual report for the 2023 financial year and proposal
for the distribution of profit
1.1. To approve the Company’s consolidated
annual report for the 2023 financial year as submitted by the
management board.
1.2. To distribute the profit of the Company as
follows: the net loss attributable to the shareholders of the
Company for the 2023 financial year amounts to 942 thousand euros.
The retained profit of previous periods amounts to 2,691 thousand
euros. To cover the net loss of the 2023 financial year on the
account of the retained profit of the previous periods. To leave
the retained profit of previous periods in the remaining part
undistributed and not pay dividends to the shareholders. To not
make any appropriations to the legal reserve or other reserves
provided for by the law or the articles of association.
Agenda item No. 2. Election of auditor
for the 2024 financial year and deciding on the remuneration of the
auditor
The management board has carried out a
competition in spring 2023 for the appointment of an audit firm for
the Company for the following 3-year period (financial years
2023-2025) 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 the auditing
service.
The audit firm KPMG Baltics OÜ has provided
auditing service to the Company in 2023 based on the contract
signed in 2023. KPMG Baltics OÜ has provided 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 the current audit firm of the
group, KPMG Baltics OÜ, as the auditor of the Company for the
financial year 2024 and to pay for the services according to the
agreement to be signed with the auditor.
________________________
The 2023 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, including the draft resolutions and the
reasoning of agenda items presented by the shareholders and the
respective draft resolutions, the 2023 annual report, independent
auditor’s report and profit distribution proposal and the written
report of the supervisory board regarding the annual report and any
other data to be published under the law and other relevant
information regarding the agenda are available for review as of 19
April 2024 on the website of the Company at www.nordecon.com and as
attachments to the stock exchange announcement on calling the
general meeting. Questions related to the annual general meeting or
its agenda items may be sent to the e-mail address
nordecon@nordecon.com. The questions, answers, shareholders’
proposals regarding the agenda items 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 after the general meeting a
petition to a court by way of proceedings on petition to obligate
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 not later than
3 days before the annual general meeting is held, i.e. by 19 May
2024. Proposals must be sent in writing to the Company’s e-mail
address nordecon@nordecon.com or the Company’s seat at the address:
Nordecon AS Toompuiestee 35, 10149 Tallinn.
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 not later than 15 days before the annual general meeting is
held, i.e. by 7 May 2024. Requests must be sent in writing to the
Company’s e-mail address nordecon@nordecon.com or the Company’s
seat at the address: Nordecon AS Toompuiestee 35, 10149
Tallinn.
- Draft resolutions shareholders meeting 2024
- Notice of annual general meeting of shareholders of Nordecon AS
2024
- Report of the Supervisory Board 2023
- Supervisory board evaluation of auditor 2023
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