Notice of extraordinary general meeting of shareholders of Nordecon AS
November 08 2023 - 12:00AM
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:
- 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.
________________________
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.
- Draft resolution of extraordinary general meeting of
shareholders
- Notice of extraordinary general meeting of shareholders
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