Market announcement

Title

Notice of annual general meeting of shareholders of Nordecon AS

Message

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 2026 at  10:00 am at the Nordic
Hotel Forum conference hall Vega (Viru Square 3, 10111 Tallinn).

The  list of shareholders entitled to vote  at the general meeting is determined
on  15 May 2026 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
[email protected]   (mailto:[email protected])   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 2026 at 4:00 pm.
The  template  power  of  attorney  is  available  at  the  Company's website at
www.nordecon.com (http://www.nordecon.com).

Pursuant to the resolution of the Company's supervisory board of 29 April 2026,
the agenda of the annual general meeting is as follows:

 1. Approval of the Company's annual report for the 2025 financial year and
    proposal for the distribution of profit
 2. Election of the auditor for the financial years 2026-2028 and deciding on
    the remuneration of the auditor
 3. Approval of a gender balance goal in the Company's governing bodies

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 2025
financial year and proposal for the distribution of profit

1.1. To  approve the Company's consolidated annual report for the 2025 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  2025 financial year
amounts  to  -4,605  thousand  euros.  The  retained  profit of previous periods
amounts  to 4,746 thousand  euros. To  cover the  net loss of the 2025 financial
year on the account of the retained profit of the previous periods. To leave the
retained  profit of previous periods 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 financial years 2026-2028 and
deciding on the remuneration of the auditor

The  management  board  has  carried  out  a  competition in spring 2026 for the
appointment  of an audit  firm for the  Company for the  following 3-year period
(financial  years 2026-2028) and has selected Aktsiaselts PricewaterhouseCoopers
(registry  code 10142876) from the  submitted offers as  the best candidate. 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
2025 based  on the contract.  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 Aktsiaselts PricewaterhouseCoopers as  the auditor of the Company
for  the financial years 2026-2028 and to pay  for the services according to the
agreement.

Agenda  item No. 3. Approval of a gender balance goal in the Company's governing
bodies

Pursuant  to  the  Securities  Market  Act  (SMA),  share issuers specified in §
135(5) of  the  SMA  are  required  to  set  clear  and measurable objectives to
increase  the representation of  the underrepresented gender  on the supervisory
board  and the management board. In accordance with § 135(6) (1) of the SMA, the
general  meeting must set, and the Company must achieve by no later than 30 June
2026, one of the following objectives and comply with it until 31 December 2038:

1)  at least 40 per cent of the members of the supervisory board shall be of the
underrepresented gender;
2)  at least  33 per  cent  of  the  members  of  the  management  board and the
supervisory board in total shall be of the underrepresented gender.

If  the Company chooses the objective specified  in § 135(6) (1) clause 1 of the
SMA   (at   least   40 per   cent  of  supervisory  board  members  are  of  the
underrepresented  gender),  the  Company  must  additionally  set  an individual
quantitative  objective to maintain or improve  gender balance on the management
board, pursuant to § 135(6) (2) of the SMA.

As  gender balance  has already  been achieved  on the  management board,  it is
reasonable  for the  Company to  choose the  objective set  out in  § 135(6) (1)
clause 1 of the SMA.

Pursuant  to clause 4.1 of the articles  of association, the management board of
the  Company consists  of 1 to  5 members. Considering  that gender  balance has
already  been achieved on the management board of the Company, it is appropriate
to  establish an individual objective to maintain that balance, including in the
event  of an  increase in  the number  of members,  i.e. 1/3, 1/4 or  2/5 of the
members  must be of the  underrepresented gender. This approach  is in line with
the  principle set out  in the SMA,  according to which  the size, structure and
actual  situation  of  the  governing  body  must be considered when setting the
objective.

3.1. Pursuant  to § 135(6) (1) and (2) of  the Securities Market Act, to set the
following gender balance goal for the Company:
3.1.1. At  least 40 per cent  of the members  of the Company's supervisory board
shall be of the underrepresented gender;
3.1.2. To  maintain  the  gender  balance  already  achieved  on  the  Company's
management   board,  i.e.  1/3, 1/4 or  2/5 of  the  members  shall  be  of  the
underrepresented gender.

                            ________________________

The  2025 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 (http://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 2025 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  29 April 2026 on the website of the
Company  at www.nordecon.com (http://www.nordecon.com) and as attachments to the
stock   exchange  announcement  on  calling  the  general  meeting.  Information
specified  in § 294(1) of the Commercial Code is also published on the Company's
website  at www.nordecon.com (http://www.nordecon.com). Questions related to the
annual  general meeting or  its agenda items  may be sent  to the e-mail address
[email protected]  (mailto:[email protected]).  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 (http://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
2026. Proposals  must  be  sent  in  writing  to  the  Company's  e-mail address
[email protected]  (mailto:[email protected]) 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 2026. Requests must be  sent in writing to the Company's e-
mail   address   [email protected]   (mailto:[email protected])  or  the
Company's seat at the address: Nordecon AS Toompuiestee 35, 10149 Tallinn.