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  Toompuiestee  35, 10133 Tallinn)  hereby  convenes  an  annual  general
meeting  of shareholders, which shall be held  on 20 May 2020 at 10:00 am at the
Radisson Blu Hotel Olümpia conference centre (Liivalaia 33, 10118 Tallinn).

The  list of shareholders entitled to vote  at the general meeting is determined
on 13 May 2020 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  Toompuiestee 35, 10133 Tallinn by 4:00 pm on 19 May 2020 at the latest,
i.e. the last working day prior to the annual general meeting. Sven Papp or Alla
Kuznetsova,  lawyers  from  law  firm  Ellex  Raidla,  may  be  appointed  as an
authorised representative, if the shareholder so desire.

The  management  board  asks  the  shareholders  to  consider that the emergency
situation  may  not  be  over  by  the  time  the  general  meeting takes place.
Therefore,  the management board urges the  shareholders to appoint Sven Papp or
Alla Kuznetsova, lawyers from law firm Ellex Raidla, as a representative to vote
at  the general  meeting, using  the templates  available at  the website of the
Company  www.nordecon.com (http://www.nordecon.com),  and not  to participate in
the general meeting in person.

A  notary public will also  participate in the meeting.  The notary public shall
verify  the quorum of the meeting, the identity and active legal capacity of the
chair  and  the  secretary  of  the  meeting  and  shall indicate the results of
verification, the agenda of the meeting, the content of the adopted resolutions,
results  of voting and dissenting opinions regarding the resolutions in a report
on observations.

The management board affirms that appropriate measures will be taken on the site
of  the general meeting to minimize the possibility of spreading the coronavirus
in  accordance with the actual  situation at the time  the general meeting takes
place,  possible restrictions applied by  the Government and the recommendations
of the Health Board. Taking into account the aforementioned, no coffee or tea or
snacks will be offered at the beginning of the meeting.

Pursuant to the resolution of the Company's supervisory board of 16 April 2020,
the agenda of the annual general meeting is as follows:

 1. Approval of the Company's annual report for 2019 and proposal for the
    allocation of profit;
 2. Election of auditor for the financial year 2020 and deciding on the
    remuneration of the auditor;
 3. Extension of the authorisations of the supervisory board members, election
    of a new supervisory board member and remuneration of the supervisory 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 2019 and proposal
for the allocation of profit

1.1. To  approve the Company's consolidated  annual report for 2019 as submitted
by the management board.

1.2. To   allocate   the  profit  of  the  Company  as  follows:  the  Company's
consolidated  net profit  of the  2019 financial year  amounts to 3,378 thousand
euros. The retained earnings of previous periods amount to 9,005 thousand euros.
To leave the retained earnings of previous periods as at 31 December 2019 in the
amount of 12,383 thousand euros undistributed. Not to make any appropriations to
the capital reserve or other reserves provided for by the law or the articles of
association.

Agenda  item No. 2. Election of auditor for the financial year 2020 and deciding
on the remuneration of the auditor

The   management  board  has  carried  out  a  procurement  in  spring  2020 for
appointment  of  an  audit  firm  for  the  Company  for  the next 3-year period
(financial  years 2020-2022) 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 2019
based  on  the  contracts  signed  in  2019. 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 group,  KPMG Baltics  OÜ, as the
auditor  of the Company for the financial  year 2020 and to pay for the services
according to the agreement to be signed with the auditor.

Agenda  item No.  3. Extension of  the authorisations  of the  supervisory board
members,  election of  a new  supervisory board  member and  remuneration of the
supervisory board members

3.1. In  connection with the expiration of the term of office of the supervisory
board  members Toomas Luman, Meelis Milder, Sandor  Liive and Vello Kahro on 20
May  2020, to extend the authorisations of the current supervisory board members
Toomas Luman, Sandor Liive and Vello Kahro for a new statutory term until 20 May
2025.

3.2. To  elect Andre  Luman as  the new  member of  the supervisory board of the
Company until 20 May 2025.

3.3. To  reduce the remuneration  of the chairman  of the supervisory board, the
deputy  chairman of the  supervisory board and  other members of the supervisory
board  by 20% and to establish as of  1 June 2020 that the basic remuneration of
the  chairman of the supervisory board shall be 7,200 euros per month, the basic
remuneration  of the  deputy chairman  of the  supervisory board shall be 2,400
euros  per month and  the basic remuneration  of other supervisory board members
shall be 960 euros per month.

________________________

The 2019 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 2019 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 17 April 2020 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 Toompuiestee
35, 10133 Tallinn,  at least 3 days prior to the general meeting, i.e. by 17 May
2020.

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 Toompuiestee 35, 10133 Tallinn, at least 15 days prior to the general
meeting, i.e. by 05 May 2020.

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