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 25 May 2016 at 10.00 am at the
Radisson Blu Hotel Olümpia Conference Hall Gamma (Liivalaia 33, 10118 Tallinn). 

The list of shareholders entitled to vote at the general meeting is determined
on 18 May 2016 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 format which can be reproduced in writing 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 24
May 2016 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 27 April 2016, the
agenda of the annual general meeting is as follows: 


  1. Approval of the Company’s annual report for 2015 and profit allocation
     proposal;
  2. Election of auditor for the financial year 2016 and deciding on the
     remuneration payable to the auditor;
  3. Decrease of the share capital of the Company


The supervisory board makes the following proposals to the shareholders:

Item of Agenda No. 1. Approval of the Company’s annual report for 2015 and
profit allocation proposal 

1.1. To approve the Company’s consolidated annual report for 2015 as submitted
by the management board. 

1.2. To allocate the profit of the Company as follows: The Company’s
consolidated net profit for 2015 amounts to 179 thousand euros, prior period
retained earning amounts to 10,791 thousand euros and, thus, total
distributable profit as at 31 December 2015 amounts to 10,970 thousand euros.
To allocate 923 thousand euros (0.03 euros per share) as the profit to be
distributed to the shareholders (the dividend). No appropriations shall be made
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 10,047 thousand euros. Shareholders entitled to dividends include persons
entered in the Company’s share register on 6 June 2016 at 11.59 pm. No
dividends shall be paid to the Company for own shares, the number of eligible
shares is 30,756,728. The dividends will be distributed to the shareholders on
22 June 2016 at the latest. 

Item of Agenda No. 2. Election of auditor for the financial year 2016 and
deciding on the remuneration of the auditor 

The management board has carried out a procurement in spring 2014 for
appointment of an audit firm for the Company for the next 3-year period (annual
periods 2014-2016) 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 2015
based on the contracts signed in 2015. 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 2016 and to pay for the services according to the agreement to
be signed with the auditor. 

Item of Agenda No. 3. Decrease of the share capital of the Company

3.1. To decrease the share capital of the Company by 971,264.49 euros from
20,691,704.91 euros to 19,720,440.42 euros. The share capital will be decreased
by reducing the book value of the shares by 0.03 euro. The total number of the
shares will not change and the book value of shares shall be reduced
proportionately to the reduction of the share capital. As a result of the
decrease of the share capital, the share capital of the company will be
19,720,440.42 euros that is divided into 32,375,483 shares with book value. 

3.2  Upon decrease of the share capital to make payments to the shareholders in
the amount of 0.03 euros per share, in the total amount of 922,701.84 euros.
The payments to the shareholders shall be made no earlier than three months
after the registration of the reduction of the share capital with the
commercial register. 

3.3  The share capital is decreased to improve the structure of capital in
order to bring the amount of the share capital into alignment with the volume
of business and strategic goals. The reduced amount of the share capital is in
compliance with the requirements set out by the legislation and the articles of
association. 

3.4  The list of shareholders who shall participate in the decreasing of the
share capital will be fixed as of 6 June 2016 at 11:59 pm. 

_________________

The 2015 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 2015
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 are available for review starting from 29 April 2016 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 22
May 2016. 

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 10 May 2016. 


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