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 29 May 2019 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 22 May 2019 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 28 May 2019 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 30 April 2019,
the agenda of the annual general meeting is as follows:

 1. Approval of the Company's annual report for 2018 and proposal for the
    allocation of profit;
 2. Election of auditor for the financial year 2019 and deciding on the
    remuneration of the auditor;
 3. Decrease of the share capital of the Company.

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 2018 and proposal
for the allocation of profit

1.1.  To  approve the Company's consolidated annual report for 2018 as submitted
by the management board.

1.2.  To   allocate  the  profit  of  the  Company  as  follows:  the  Company's
consolidated  net profit for 2018 amounts to 3,381 thousand euros, the Company's
retained  profit  from  previous  periods  amounts to 7,515 thousand euros, and,
thus,  total  distributable  profit  as  at  31 December 2018 amounts to 10,896
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 12 June  2019 as at  the end of the working day of
the settlement system. The ex-date is 11 June 2019: as of this date a person who
acquired  shares is  not entitled  to dividends  for the 2018 financial year. No
dividends  shall be paid  to the Company  for own shares.  The dividends will be
distributed to the shareholders on 21 June 2019 at the latest.

Agenda  item No. 2. Election of auditor for the financial year 2019 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 2018
based  on  the  contracts  signed  in  2018. 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 2019 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
16,321,014.70 euros  to 14,378,485.72 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
14,378,485.72 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  12 June 2019 as at
the end of  the working  day of  the settlement  system.  The ex-date is 11 June
2019: as  of this date a person who  acquired shares is not entitled to payments
as a result of the decrease of share capital.

                            ________________________

The 2018 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 2018 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  02 May 2019 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 26
May 2019.

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 14 May 2019.

Andri Hõbemägi
Nordecon AS
Head of Investor Relations
Tel: +372 6272 022
E-mail: [email protected]
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