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 23 May 2018 at 10:00 am at the
Radisson Blu Hotel Olümpia Conference Hall Zeta (Liivalaia 33, 10118 Tallinn).

The  list of shareholders entitled to vote  at the general meeting is determined
on 16 May 2018 as at the end of the working day of the settlement system.

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]
(mailto:[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 22 May 2018 at the latest,
i.e. the last working day prior to the annual general meeting.

Pursuant to the resolution of the Company's supervisory board of 18 April 2018,
the agenda of the annual general meeting is as follows:

 1. Approval of the Company's annual report for 2017 and proposal for the
    allocation of profit;
 2. Election of auditor for the financial year 2018 and deciding on the
    remuneration of the auditor;
 3. Decrease of the share capital of the Company;
 4. Extension of the authorisation of a supervisory board member;
 5. Granting share options to the management 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 2017 and proposal
for the allocation of profit

1.1. To  approve the Company's consolidated  annual report for 2017 as submitted
by the management board.

1.2. To   allocate   the  profit  of  the  Company  as  follows:  the  Company's
consolidated  net profit for 2017 amounts to 1,388 thousand euros, the Company's
retained  profit  from  previous  periods  amounts to 9,698 thousand euros, and,
thus,  total  distributable  profit  as  at  31 December 2017 amounts to 11,086
thousand euros. To allocate 0.06 euros per share as the profit to be distributed
to  the shareholders (dividend). No appropriations  shall be made to the capital
reserve  or  other  reserves  provided  for  by  the  law  or  the  articles  of
association.  Shareholders entitled to dividends  include persons entered in the
Company's  share  register  on  6 June  2018 as at the end of the working day of
the settlement  system. The ex-date is 5 June 2018: as of this date a person who
acquired  shares is  not entitled  to dividends  for the 2017 financial year. No
dividends  shall be paid  to the Company  for own shares.  The dividends will be
distributed to the shareholders on 20 June 2018 at the latest.

Agenda  item No. 2. Election of auditor for the financial year 2018 and deciding
on the remuneration of the auditor

The  management board has carried out procurement in spring 2017 for appointment
of  an audit  firm for  the Company  for the  next 3-year period (annual periods
2017-2019) 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 2017
based  on  the  contracts  signed  in  2017. 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 Company  KPMG Baltics  OÜ as the
auditor  of the Company for the financial  year 2018 and to pay for the services
according to the agreement to be signed with the auditor.

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

3.1. To  decrease the  share capital  of the  Company by 1,942,528.98 euros from
18,263,543.68 euros  to 16,321,014.70 euros. The share capital will be decreased
by  reducing the  book value  of the  shares by  0.06 euros per share. 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
16,321,014.70 euros  that  is  divided  into  32,375,483 shares  without nominal
value.

3.2. Upon  decrease of the share capital to make payments to the shareholders in
the amount of 0.06 euros per share. No payments shall be made to the Company for
own  shares. The payments to the shareholders shall be made no sooner than three
months  after the registration  of the reduction  of the share  capital with the
commercial register, but, at the latest, three months and 14 calendar days after
the  registration  of  the  reduction  of  the share capital with the commercial
register,  provided  that  the  claims  of  creditors who submitted their claims
during the term are secured or satisfied.

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 be  entitled to payments as a result of
the  decreasing  of  the  share  capital  will  be fixed as of 6 June 2018 as at
the end of  the working  day of  the settlement  system.  The  ex-date is 5 June
2018: as  of this date a person who  acquired shares is not entitled to payments
as a result of the decrease of share capital.

Agenda item No. 4. Extension of the authorisation of a supervisory board member

Authorisation  of supervisory  board member  Andri Hõbemägi  as a  member of the
supervisory board of Nordecon AS terminates on 24 May 2018.The supervisory board
proposes that the authorisation of Andri Hõbemägi as a member of the supervisory
board  of Nordecon AS is  extended for a new  5-year term as of 24 May 2018. The
amount of remuneration of a supervisory board member is determined by the annual
general meeting of Nordecon AS and shall not be amended.

4.1. In  connection with  the expiration  of the  term of  office of supervisory
board member Andri Hõbemägi on 24 May 2018, to extend the authorisation of Andri
Hõbemägi  for the  following period  prescribed by  the articles of association,
i.e. until 24 May 2023.

Agenda item No. 5. Granting share options to management board members

Taking  into  consideration  that  part  of  the 1,618,755 shares issued for the
purpose  of implementing the share option  plan established by the resolution of
the  annual general meeting of 27 May 2014 are still owned by the Company and as
entitled  persons have  waived their  right to  exercise an  option, the Company
intends  to grant share  options on account  of the those  shares to persons who
were  appointed as members of the  Company's management board after the approval
of  the share option plan  in order to ensure  an equal motivation incentive for
the members of the management board of the Company.

To  grant Gerd Müller, Ando Voogma, Priit  Luman and Maret Tambek option for the
acquisition  of the Company's  shares under the  following terms and conditions:
(the Conditions):

5.1. Persons eligible to the Option Plan (the Eligible Persons) are members of
the Company's management board Gerd Müller, Ando Voogma, Priit Luman and Maret
Tambek.

5.2. Provided  that the targets set by  the Company's supervisory board are met,
chairman  of  the  Company's  management  board  Gerd  Müller  may acquire up to
200,000 (two hundred thousand) shares in the Company.
5.3. Provided  that the targets set by  the Company's supervisory board are met,
member  of the Company's management board Ando Voogma may acquire up to 129,500
(one hundred and twenty nine thousand five hundred) shares in the Company.
5.4. Provided  that the targets set by  the Company's supervisory board are met,
member  of the Company's management board Priit Luman may acquire up to 129,500
(one hundred and twenty nine thousand five hundred) shares in the Company.
5.5. Provided  that the targets set by  the Company's supervisory board are met,
member of the Company's management board Maret Tambek may acquire up to 129,500
(one hundred and twenty nine thousand five hundred) shares in the Company.
5.6. Option  agreements between  the Eligible  Persons and  the Company shall be
signed during a period from the approval of these Conditions until 1 July 2018.
The  pre-condition  for  signing  a  share  agreement with Priit Luman and Maret
Tambek  is the  termination of  their valid  option agreements.  In the event an
eligible person does not sign an option agreement during this period, they shall
be deprived of the right to exercise the options granted to them.
5.7. The  more detailed  procedure for  exercising the  share option will be set
forth  in  the  option  agreement  signed  between  the  Eligible Person and the
Company.  The  terms  and  conditions  of  option  agreements  and the Company's
representative  for  signing  the  option  agreements  will be determined by the
Company's supervisory board. The Company's supervisory board shall determine the
terms and conditions of option agreements pursuant to these Conditions.
5.8. The  Eligible Person may exercise an option provided the Eligible Person is
in an employment or service relationship with the Company or a subsidiary of the
Company  at  the  time  of  exercising  the option, unless the Supervisory Board
decides  otherwise in  the terms  and conditions  of the option agreement signed
with the Eligible Person.
5.9. Exercise of options is subject to the following preconditions:
a)     a member of the management board  may exercise an option in full provided
that  the  Company's  consolidated  EBITDA  for  2020 is 12.167 million euros or
above;
b)     a member of the management  board may exercise an option to the extent of
50% provided  that the  Company's consolidated  EBITDA for 2020 is 9.125 million
euros;
c)     a member  of the  management board  may not  exercise an  option when the
Company's consolidated EBITDA for 2020 is 6.083 million euros or below.

The  specific extent to which  an option can be  exercised will be determined by
interpolation, taking into account the above ranges.

5.10. An  eligible person  may exercise  an option  when three years have passed
since  the signing of the person's option agreement but not before the Company's
annual  general meeting has  approved the Company's  annual report for 2020. The
Eligible  Person wishing to exercise an option  must notify the Company of their
intention  in the manner set  forth in the option  agreement during the exercise
period,  which begins when the annual general meeting has approved the Company's
annual  report for  2020 and expires  after 15 (fifteen)  months from that date.
Exercise  of an option will  give rise to a  sale agreement between the Eligible
Person  and the  Company on  the terms  and conditions  set forth  in the option
agreement  under  which  the  Eligible  Person  has  the right and obligation to
acquire  the Company's shares in respect of which the option was exercised for a
price  of 0.977 euros per share.  The Eligible Person shall  pay the Company the
price  of  the  shares  in  respect  of  which the option was exercised within12
(twelve)  months after the exercise  of the option at  the latest. The shares in
respect  of which the option  was exercised will be  transferred to the Eligible
Person only when the price to be paid for the shares has been paid.
5.11. Eligible Persons may not transfer the share options granted to them.
5.12. The terms and conditions shall be satisfied and options shall be exercised
on the account of the Company's own shares.
5.13. The  shares  acquired  under  the  option  plan  entitle  the holders to a
dividend  in the  same financial  year in  which they  were acquired by Eligible
Persons,  provided  that  the  list  of  persons  entitled to a dividend was not
determined before the shares were acquired.
5.14. The  Company's supervisory board may specify  the terms and conditions and
timeframe of the option plan in accordance with the Conditions set forth in this
resolution.   Administration  of  the  execution  of  the  option  plan  is  the
responsibility  of the Company's  supervisory board that  shall also resolve any
issues arising in connection with the option plan.

                            ________________________

The 2017 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, inter
alia  the  draft  resolutions  and  the  reasoning  of agenda items presented by
shareholders  and  the  respective  draft  resolutions,  the 2017 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 20 April 2018 on the website of the
Company at www.nordecon.com (http://www.nordecon.com/). Questions related to the
annual  general  meeting  and  its  agenda  can  be  sent  to the e-mail address
[email protected]  (mailto:[email protected]).  The  questions,  answer,
shareholder's  propositions relating to the items  on the agenda 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 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 20
May 2018.

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 08 May 2018.

Andri Hõbemägi
Nordecon AS
Head of Investor Relations
Tel: +372 6272 022
E-mail: [email protected]
(https://www.globenewswire.com/Tracker?data=7WNIiA1bfM6bq3JYS5KVMrGzvjbRrWdNvOHd
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www.nordecon.com
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Attachments

  * Report of the Supervisory Board 2017 (https://prlibrary-
    eu.nasdaq.com/Resource/Download/74eb4a13-8e86-4e22-bd2f-14e4d3dfd860)
  * Supervisory board evaluation of auditor 2017 (https://prlibrary-
    eu.nasdaq.com/Resource/Download/6f16fcc6-727d-48fe-8d8b-ba10f2476b60)
  * Notice of annual general meeting of shareholders 2018 (https://prlibrary-
    eu.nasdaq.com/Resource/Download/bd8a00ad-bbe5-41f0-98ef-0fb98a9cef19)
  * Draft resolutions shareholders meeting 2018 (https://prlibrary-
    eu.nasdaq.com/Resource/Download/6c6b4148-87bf-4550-b857-a2fab282d1c1)