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 Pärnu mnt 158/1, 11317 Tallinn) hereby convenes an annual general
meeting of shareholders, which shall be held on 20 May 2015 at 10.00 am at the
Radisson Blu Hotel Olümpia Conference Hall Omega (Liivalaia 33, 10118 Tallinn). 

The list of shareholders entitled to vote at the general meeting is determined
on 13 May 2015 at 23.59 pm. 

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 [email protected] or by delivering the notice
in written form during working days from 10.00 am until 4.00 pm to the address
Pärnu mnt 158/1, 11317 Tallinn by 4.00 pm on 19 May 2015 at the latest, i.e.
the last working day prior to the annual general meeting. 

As per the resolution of the Company’s supervisory board of 21 April 2015, the
agenda of the annual general meeting is as follows: 

1. Approval of the Company’s annual report for 2014 and profit allocation
proposal; 
2. Election of auditor for the financial year 2015 and deciding on the
remuneration payable to the auditor; 
3. Election of members of the supervisory board;
4. Remuneration of the members of the supervisory board.

The supervisory board makes the following proposals to the shareholders:

Item of Agenda No. 1. Approval of the Company’s annual report for 2014 and
profit allocation proposal 

1.1.To approve the Company’s consolidated annual report for 2014 as submitted
by the management board; 

1.2.To approve the profit allocation proposal made by the management board and
to adopt the profit allocation resolution as follows: The Company’s
consolidated net profit for 2014 amounts to 1,956 thousand euros, prior period
retained earning amounts to 9,758 thousand euros and, thus, total distributable
profit as at 31 December 2014 amounts to 11,714 thousand euros. To allocate 923
thousand euros (0.03 euros per share) as the profit to be distributed to
shareholders (the dividend). To make no transfers to the capital reserve or
other reserves provided for by the law or the articles of association. After
the allocations, retained earnings will amount to 10,791 thousand euros.
Shareholders entitled to dividends include persons entered in the Company’s
share register on 3 June 2015 at 11.59 pm. No dividends shall be paid for own
shares, the number of eligible shares is 30,756,728. The dividends will be
distributed to the shareholders on 26 June 2015. 

Item of Agenda No. 2. Election of auditor for the financial year 2015 and
deciding on the remuneration of the auditor 

The management board has carried out a procurement in spring 2014 to select an
audit firm for the next 3 year period (annual periods 2014-2016) and has
selected KPMG Baltics OÜ as best  candidate in terms of quality and the price
of the service. The auditor has confirmed as required by the corporate
governance recommendations 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 2014
based on the contracts signed in 2014. 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 audit firm KPMG Baltics OÜ as the auditor of the Company for the
financial year 2015 and to pay for the services according to the agreement to
be signed with the auditor. 

Item of Agenda No. 3. Election of members of the supervisory board

3.1. In connection with the expiration of the term of office of supervisory
board members Toomas Luman, Meelis Milder, Tiina Mõis, Ain Tromp and Alar
Kroodo on 15 May 2015, which is before the annual general meeting of 2015, to
elect Toomas Luman, Meelis Milder, Sandor Liive and Vello Kahro as new members
of the supervisory board of the Company for a term of office as provided in the
articles of association. The powers of the members of the supervisory board
will take effect as of the adoption of this resolution and will expire on 20
May 2020. 

Item of Agenda No. 4. Remuneration of the members of the supervisory board

4.1.To determine that as from 1 June 2015 the amount of the remuneration
payable to the chairman of the supervisory board is 7,490 euros per month and
to the other supervisory board members 1,000 euros per month. 

________________


The 2014 annual report of the Company and the independent auditor's report are
available for review on the website of NASDAQ OMX Tallinn Stock Exchange
www.nasdaqomxbaltic.com. 

All documents pertaining to the annual general meeting of the Company, inter
alia the draft resolutions and including the reasoning of such addition,
resolutions of items to the meeting’s agenda proposed by shareholders, the 2014
annual report, independent auditor’s report, profit allocation proposal and the
written report of the council regarding the annual report and any other
documents and relevant information to be published under the law or related to
the meeting’s items (including information regarding the supervisory board
candidates) are available for review starting from 29 April 2015 on the website
of the Company www.nordecon.com. Questions related to the annual general
meeting and its agenda can be sent to the e-mail address [email protected].
The questions, answers and shareholder’s propositions relating to the items on
agenda will be published on the website of the Company  www.nordecon.com. 

A shareholder has a 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 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 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 Pärnu mnt
158/1, 11317 Tallinn, at least 3 days prior to the general meeting, i.e. by 17
May 2015. 

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 Pärnu mnt 158/1, 11317 Tallinn, at least 15 days prior to the general
meeting, i.e. by 05 May 2015. 


         Andri Hõbemägi
         Nordecon AS
         Head of Investor Relations
         Tel: +372 6272 022
         Email: [email protected]
         www.nordecon.com