Notice of Annual General Meeting of Nordecon AS
The management board of Nordecon AS (the “Company”) announces the annual general meeting of shareholders. This is an important event for all shareholders to come together to discuss the company's future.
Meeting Details
The annual general meeting will take place on 21 May 2025 at 10:00 AM at the Radisson Blu Hotel Olümpia, specifically in the Sigma conference hall. It’s crucial for shareholders to attend or participate remotely to voice their opinions and vote on significant company matters.
The relevant list of shareholders eligible to vote will be determined at the end of the working day on 14 May 2025, using data from the Nasdaq CSD Estonia settlement system.
Registration for the Meeting
Registration will open at 9:00 AM and close at 10:00 AM on the day of the meeting. Shareholders must bring appropriate identification to confirm their identity and eligibility.
For individual shareholders (natural persons), this means a passport or ID card, while representatives will need to present a valid power of attorney in a written format.
For legal entities, representatives must provide a valid extract from their register and identification documentation, alongside the necessary power of attorney.
Proxy Submissions
Shareholders are allowed to notify the Company about proxy appointments or cancellations via a digitally signed power of attorney. Alternatively, they can submit a PDF version of the original document by email or deliver it in person during office hours.
Agenda for the Meeting
The supervisory board has laid out a clear agenda for the meeting:
- Approval of the annual report for the 2024 financial year and proposed profit distribution.
- Election of the auditor for the 2025 financial year and determination of auditor remuneration.
- Extension of supervisory board members' authorizations and their remuneration.
Item 1: Annual Report Approval
The first item on the agenda concerns the approval of Nordecon AS’s consolidated annual report for the financial year 2024. The company’s net profit for that year stands at 3.827 million euros. The proposal includes retaining the previously accumulated profit without distributing dividends or appropriating any amount to reserves.
Item 2: Auditor Election
For the second agenda item, the management board conducted a competitive selection of an audit firm, ultimately choosing KPMG Baltics OÜ, who has met all requirements set by the Corporate Governance Code, ensuring independence in delivering auditing services.
Item 3: Supervisory Board Authorizations
The meeting will also address the possible extension of the authorizations for current supervisory board members whose terms are expiring on 20 May 2025. The proposal suggests extending their terms until 20 May 2030, along with setting new remuneration rates for these positions.
Access to Information
Shareholders will have access to the 2024 annual report and independent auditor's report, which can be found on the company’s website as well as on the Nasdaq Tallinn Stock Exchange site.
All documents concerning the annual general meeting will be made available for inspection starting 24 April 2025 on the Company’s website. This includes draft resolutions, shareholders' proposals, and relevant agenda information.
Right to Information
At the meeting, shareholders will have the right to ask questions and receive information about the Company’s activities. In the event of denied requests for information, shareholders can escalate their inquiries to the general meeting for a decision.
Proposals from Shareholders
Shareholders holding at least 1/20 of the share capital are encouraged to propose draft resolutions on agenda items, ensuring these are submitted in writing prior to the stipulated deadline. Additionally, they may request the addition of new items to the agenda up until 15 days before the meeting.
Frequently Asked Questions
What is the purpose of the annual general meeting?
The meeting serves as a platform for shareholders to discuss financial reports, profit distribution, and board elections.
How can I register for the meeting?
Registration occurs on-site an hour before the meeting starts. Bring valid identification documentation for verification.
Can I submit my vote if I cannot attend?
Yes, you can vote by granting proxy to someone who will attend the meeting on your behalf.
Where can I find the annual reports?
The annual report is accessible on the company’s official website or the Nasdaq Tallinn Stock Exchange website.
What do I do if I have a question about the meeting?
You can send your inquiries via email to the Company's official email address listed in the announcement.
