Börsiteade

Pealkiri

Notice of annual general meeting of shareholders of Nordecon AS

Teade

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 21 May 2025 at 10:00 am at the Radisson
Blu Hotel Olümpia conference hall Sigma (Liivalaia 33, 10118 Tallinn).

The  list of shareholders entitled to vote  at the general meeting is determined
on  14 May 2025 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 20 May 2025 at 4:00 pm.
The  template  power  of  attorney  is  available  at  the  Company's website at
www.nordecon.com (http://www.nordecon.com).

Pursuant to the resolution of the Company's supervisory board of 23 April 2025,
the agenda of the annual general meeting is as follows:

 1. Approval of the Company's annual report for the 2024 financial year and
    proposal for the distribution of profit
 2. Election of the auditor for the 2025 financial year and deciding on the
    remuneration of the auditor
 3. Extension of the authorisations of the supervisory board members 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 the 2024
financial year and proposal for the distribution of profit

    1.1. To approve the Company's consolidated annual report for the 2024
    financial year as submitted by the management board.
    1.2. To distribute the profit of the Company as follows: the net profit
    attributable to the shareholders of the Company for the 2024 financial year
    amounts to 3,827 thousand euros. The retained profit of previous periods
    amounts to 919 thousand euros. To leave the retained profit of previous
    periods 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.

Agenda  item No. 2. Election of auditor for the 2025 financial year and deciding
on the remuneration of the auditor

The  management  board  has  carried  out  a  competition in spring 2023 for the
appointment  of an audit  firm for the  Company for the  following 3-year period
(financial  years 2023-2025) 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
2024 based  on the contract.  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 2025 and to pay for the
    services according to the agreement.

Agenda  item No.  3. Extension of  the authorisations  of the  supervisory board
members 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, Andre Luman, Sandor Liive and Vello
    Kahro on 20 May 2025, to extend the authorisations of the current
    supervisory board members Toomas Luman, Andre Luman, Sandor Liive and Vello
    Kahro for a new statutory term until 20 May 2030.
    3.2. To determine that as from 1 June 2025 the amount of the remuneration
    payable to the chairman of the supervisory board is 13,500 euros per month,
    to the vice-chairman of the supervisory board 4,500 euros per month and to
    the other supervisory board members 1,500 euros per month.

                            ________________________

The  2024 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 2024 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  24 April 2025 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 after the general meeting a petition to a court by way of
proceedings  on  petition  to  obligate  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 18 May
2025. 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 6 May 2025. 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.