Market announcement

Title

Notice of annual general meeting of shareholders

Message

Nordecon International AS (registry code 10099962, address Pärnu mnt 158/1,
11317 Tallinn) hereby convenes an Annual General Meeting of Shareholders, which
shall be held on 14 May 2010 at 10 A.M. in room Epsilon of the conference
centre of Reval Hotel Olümpia (Liivalaia 33, 10118 Tallinn). 
 
The list of shareholders, who are entitled to vote at the General Meeting,
shall be closed on 7 May 2010 at 23.59 hours. 

The registration of the participants of the General Meeting shall take place on
14 May 2010 from 9 A.M. until 10 A.M. 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. The
representative of the shareholder must also submit a power of attorney; 
- in case of a shareholder, who is a legal entity, an 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 power of attorney is also required. 

Prior to the General Meeting, a shareholder may notify Nordecon International
AS of giving a proxy or cancelling the proxy by sending a respective digitally
signed notice to the e-mail address nordecon@nordecon.com or by personally
delivering the notice during working days from 10 A.M. until 4 P.M. to the
address Pärnu mnt 158/1, 11317 Tallinn by 4.00 P.M. on 13 May 2010 at the
latest. 

In accordance with the resolution of the supervisory board of Nordecon
International AS, dated 20 April 2010, the agenda of the Annual General Meeting
is as follows: 

1. Approval of the 2009 Annual Report and distribution of profit;
2. Election of auditor for the financial year 2010 and deciding on the
remuneration payable to the auditor; 
3. Recall of members of the supervisory board before expiration of their term
and election of members of the supervisory board. 

The supervisory board of Nordecon International AS makes the following
proposals to the shareholders: 

1. Approval of the 2009 Annual Report and distribution of profit

1.1. To approve the 2009 Annual Report of Nordecon International AS;

1.2. To distribute the profit of Nordecon International AS as follows: net loss
of the company of the financial year 2009 is EEK 45,740,000 (EUR 2,923,319).
The rest of the balance of retained earnings is EEK 391,020,000 (EUR
24,990,733). To cover the net loss of the financial year 2009 from the retained
earnings of previous periods. The balance of the retained earnings will remain
undistributed. Not to pay dividends to the shareholders and not to make
payments to the statutory reserve. The balance of retained earnings will be EEK
345,280,000 (EUR 22,067,414). 

2. Election of auditor for the financial year 2009 and deciding on the
remuneration payable to the auditor 

The auditing company KPMG Baltics AS has provided auditing services for
Nordecon International AS during the financial year 2009 pursuant to the
agreement concluded between Nordecon International AS and KPMG Baltics AS in
2008. In the opinion of the supervisory board, KPMG Baltics AS has provided
services in compliance with the above-mentioned agreement and the supervisory
board does not have complaints in respect to the quality of the auditing
services. 

The supervisory board proposes to elect the auditing company KPMG Baltics AS as
the auditor of Nordecon International AS for the financial year 2010 and to pay
for the services of the auditor according to the agreement concluded with the
auditor. The agreement with the auditor has been entered into in 2008 (for the
financial years 2008, 2009, 2010). 

3. Recall of members of the supervisory board before expiration of their term
and election of members of the supervisory board 

3.1. In connection with the expiration of the term of office of Toomas Luman,
Meelis Milder, Tiina Mõis, Ain Tromp  and Alar Kroodo on 9 January 2011, to
recall the above-mentioned persons from the supervisory board of Nordecon
International AS before expiration of their term of office; 

3.2. To elect Toomas Luman, Meelis Milder, Tiina Mõis, Ain Tromp and Alar
Kroodo as members of the supervisory board of Nordecon International AS for a
new term of office; 

3.3. Payment of remuneration to the members of the supervisory board and the
amount of remuneration has been determined on the basis of the remuneration
procedure adopted by the general meeting of shareholders of Nordecon
International AS, held on 1 April 2006. 


The 2009 Annual Report of Nordecon International AS and the auditor's report is
available for review on the website of NASDAQ OMX Tallinn Stock Exchange
www.nasdaqomxbaltic.com. 

All documents pertaining to the Annual General Meeting of Nordecon
International AS, inter alia the draft resolutions, the 2009 Annual Report,
auditor's report, profit distribution proposal and the written report of the
supervisory board regarding the Annual Report are available for review as of 22
April 2010 on the website of Nordecon International AS www.nordecon.com or
during working days from 10 A.M. until 4 P.M. at the address Pärnu mnt 158/1,
11317 Tallinn. Questions on items of the agenda of the Annual General Meeting
can be sent to the e-mail address nordecon@nordecon.com. The questions, answers
and opinions of the meeting shall be published on the website of Nordecon
International AS. 

A shareholder has a right to receive information on the activities of Nordecon
International AS from the management board at the general meeting. The
management board may refuse to disclose the information if there is sufficient
grounds to presume that the disclosure may adversely affect the interests of
the company. 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 to 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
Nordecon International AS, may propose draft resolutions with respect to each
item on the agenda. Proposals must be sent in writing to Nordecon International
AS at the address Pärnu mnt 158/1, 11317 Tallinn, at least 3 days prior to the
General Meeting, i.e. by 11 May 2010. 

Shareholders, whose shares represent at least 1/20 of the share capital of
Nordecon International AS, may request that additional items be added on the
agenda of the General Meeting. The request must be sent in writing to Nordecon
International AS at the address Pärnu mnt 158/1, 11317 Tallinn, at least 15
days prior to the General Meeting, i.e. by 29 April 2010. 


Nordecon International is a group of construction companies whose core business
is general contracting and construction management in the construction of
buildings and infrastructures in Estonia, Lithuania and Ukraine. In addition,
in Estonia our companies act as independent contractors in road construction
and maintenance, environmental engineering, the assembly of reinforced concrete
elements, and the performance of cast-on-site concrete works. The parent of the
Group is Nordecon International AS, a company registered and located in
Tallinn, Estonia. In addition to the parent company, there are more than 15
subsidiaries in the Group. The consolidated revenue of the Group in 2009 was
2.4 billion kroons (155 million euros). At the end of 2009 Nordecon
International Group employed nearly 1,000 people. Since 18 May 2006, the
company's shares have been quoted in the main list of the NASDAQ OMX Tallinn
Stock Exchange. 

1 euro = 15.6466 kroons


Raimo Talviste
Nordecon International AS
Head of Finance and Investor Relations
Tel: +372 615 4445
Email: raimo.talviste@nordecon.com 
www.nordecon.com