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, 10149 Tallinn) hereby calls  an annual general meeting
of  shareholders, which shall be held on 25 May 2022 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  2022 as  at  the end of  the working  day of  the Nasdaq CSD Estonia
settlement system.

The  registration of  the participants  of the  annual general meeting begins at
9:00 am and ends at 10:00 am at the venue of the general meeting.

For registration, please submit:
- in case of a shareholder who is a natural person, a passport or ID card as a
document of identification, the representative of the shareholder must also
submit a valid power of attorney in written format;
- in case of a shareholder who is a legal entity, a valid extract from the
respective register where the legal entity is registered and which provides the
basis of the representative's right to represent the shareholder (legal
representation) and the representative's passport or ID card or any other
document of identification with a photo. If the legal entity is represented by a
person who is not a legal representative of the legal entity, a valid power of
attorney in written format 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
power  of attorney or a  PDF format copy of  the original power of attorney (the
original   must   be   submitted   at   the   meeting)  to  the  e-mail  address
[email protected]   (mailto:[email protected])   or  by  delivering  the
original  power of  attorney in  person during  working days from 10:00 am until
4:00 pm to the address Toompuiestee 35, 10149 Tallinn not later than by the last
working day prior to the annual general meeting, i.e. by 24 May 2022 at 4:00 pm.
The  shareholder  may  use  the  template  power  of  attorney  available at the
Company's website at www.nordecon.com

The  management board  confirms that  appropriate measures  will be taken at the
venue  of  the  general  meeting  to  minimize  the possibility of spreading the
coronavirus  in accordance  with the  current situation  at the time the general
meeting  takes place and possible restrictions applied by the Government and the
recommendations  of  the  Health  Board.  Physical  participation at the general
meeting  is permitted only for  shareholders or their authorized representatives
who do not display any symptoms of illness.

Pursuant to the resolution of the Company's supervisory board of 21 April 2022,
the agenda of the annual general meeting is as follows:

 1. Approval of the Company's annual report for the 2021 financial year and
    proposal for the distribution of profit;
 2. Election of the auditor for the 2022 financial year and deciding on the
    remuneration of the auditor;
 3. Approval of the principles of remuneration of 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 the 2021
financial year and proposal for the distribution of profit

1.1. To  approve the Company's consolidated annual report for the 2021 financial
year as submitted by the management board.

1.2. To  distribute  the  profit  of  the  Company  as  follows:  the  net  loss
attributable to the owners of the Company for the 2021 financial year amounts to
6,310 thousand euros. The retained profit of previous periods amounts to 12,651
thousand  euros. To cover the net loss of the 2021 financial year on the account
of  the retained profit of the previous periods. To leave the retained profit of
previous  periods in the  remaining part undistributed  and not pay dividends to
the  shareholders. To not make any appropriations  to the legal reserve or other
reserves  provided for by the  law or the articles  of association. The retained
profit amounts to 6,341 thousand euros.

Agenda  item No. 2. Election of auditor for the 2022 financial year and deciding
on the remuneration of the auditor

The  management  board  has  carried  out  a  competition in spring 2020 for the
appointment  of an audit  firm for the  Company for the  following 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 the auditing service.

The  audit firm KPMG Baltics OÜ has  provided auditing service to the Company in
2021 based on the contract signed in 2021. KPMG Baltics OÜ has provided 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 2022 and to pay for the services
according to the agreement to be signed with the auditor.

Agenda  item No. 3. Approval of the principles of remuneration of the management
board members

The  supervisory board proposes to approve the principles of remuneration of the
members  of the management  board of Nordecon  AS as adopted  by the supervisory
board.

Pursuant  to the Securities  Market Act (§  135(2) (11) of the Securities Market
Act)  the general meeting shall vote on  the principles of remuneration at least
once every four years and a resolution of the general meeting on the approval of
the principles of remuneration is advisory for the supervisory board.

3.1. Approve  the principles  of remuneration  of the  members of the management
board of Nordecon AS adopted by the supervisory board.

________________________

The 2021 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, including
the  draft  resolutions  and  the  reasoning  of  agenda  items presented by the
shareholders  and  the  respective  draft  resolutions,  the 2021 annual report,
independent  auditor's report and  profit distribution proposal  and the written
report  of the supervisory board regarding the  annual report and any other data
to  be  published  under  the  law  and other relevant information regarding the
agenda  are  available  for  review  as  of  22 April 2022 on the website of the
Company at www.nordecon.com (http://www.nordecon.com/) and as attachments to the
stock exchange announcement on calling the general meeting. Questions related to
the annual general meeting or its agenda items may be sent to the e-mail address
[email protected]  (mailto:[email protected]).  The  questions, answers,
shareholders'  proposals  regarding  the  agenda  items  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
not  later than 3 days before the annual general meeting is held, i.e. by 22 May
2022. Proposals  must  be  sent  in  writing  to  the  Company's  e-mail address
[email protected]  (mailto:[email protected]) or  the Company's  seat at
the address Nordecon AS Toompuiestee 35, 10149 Tallinn.

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 not  later than  15 days before  the annual  general meeting is
held,  i.e. by 10 May 2022. Requests must be sent in writing to the Company's e-
mail   address   [email protected]   (mailto:[email protected])  or  the
Company's seat at the address Nordecon AS Toompuiestee 35, 10149 Tallinn.

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