NORDECON The management board of
The list of shareholders entitled to vote at the general meeting is determined on
The registration of the participants of the annual 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 annual 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 format which can be reproduced in writing during working days from 10:00 am until 4:00 pm to the address Toompuiestee 35, 10133 Tallinn by 4:00 pm on
The management board asks the shareholders to consider that the emergency situation may not be over by the time the general meeting takes place. Therefore, the management board urges the shareholders to appoint
A notary public will also participate in the meeting. The notary public shall verify the quorum of the meeting, the identity and active legal capacity of the chair and the secretary of the meeting and shall indicate the results of verification, the agenda of the meeting, the content of the adopted resolutions, results of voting and dissenting opinions regarding the resolutions in a report on observations.
The management board affirms that appropriate measures will be taken on the site of the general meeting to minimize the possibility of spreading the coronavirus in accordance with the actual situation at the time the general meeting takes place, possible restrictions applied by the Government and the recommendations of the Health Board. Taking into account the aforementioned, no coffee or tea or snacks will be offered at the beginning of the meeting.
Pursuant to the resolution of the Company’s supervisory board of
- Approval of the Company’s annual report for 2019 and proposal for the allocation of profit;
- Election of auditor for the financial year 2020 and deciding on the remuneration of the auditor;
- Extension of the authorisations of the supervisory board members, election of a new supervisory board member and remuneration of the supervisory board members.
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 2019 and proposal for the allocation of profit
1.1. To approve the Company’s consolidated annual report for 2019 as submitted by the management board.
1.2. To allocate the profit of the Company as follows: the Company’s consolidated net profit of the 2019 financial year amounts to
Agenda item No. 2. Election of auditor for the financial year 2020 and deciding on the remuneration of the auditor
The management board has carried out a procurement in spring 2020 for appointment of an audit firm for the Company for the next 3-year period (financial years 2020-2022) 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 auditing service.
Audit firm KPMG Baltics OÜ has rendered auditing service to the Company in 2019 based on the contracts signed in 2019. KPMG Baltics OÜ has been rendering 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 2020 and to pay for the services according to the agreement to be signed with the auditor.
Agenda item No. 3. Extension of the authorisations of the supervisory board members, election of a new supervisory board member and remuneration of the supervisory board members
3.1. In connection with the expiration of the term of office of the supervisory board members
3.2. To elect
3.3. To reduce the remuneration of the chairman of the supervisory board, the deputy chairman of the supervisory board and other members of the supervisory board by 20% and to establish as of
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The 2019 annual report of the Company and the independent auditor's report are available for review on the website of
All documents pertaining to the annual general meeting of the Company, inter alia the draft resolutions and the reasoning of agenda items presented by shareholders and the respective draft resolutions, the 2019 annual report, independent auditor’s report, profit allocation proposal and the written report of the supervisory board regarding the annual report 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
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 Toompuiestee 35, 10133 Tallinn, at least 3 days prior to the general meeting, i.e. by
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. The request must be sent in writing to the Company at the address Toompuiestee 35, 10133 Tallinn, at least 15 days prior to the general meeting, i.e. by
Andri Hõbemägi
Head of Investor Relations
Tel: +372 6272 022
E-mail: andri.hobemagi@nordecon.com
www.nordecon.com
Attachments
- Council member information 2020 (
Andre Luman ) - Draft resolutions shareholders meeting 2020
- Notice of AGM
- Power of Attorney for the exercise of the shareholderś rights at the AGM with instructions
- Report of the Supervisory Board 2019
- Supervisory board evaluation of auditor 2019
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