Börsiteade

Pealkiri

Notice of adoption of resolution of shareholders of Nordecon AS without convening the general meeting

Teade

The  Management Board of  Nordecon AS (the  "Company") (registry code 10099962,
address  Toompuiestee 35, 10133 Tallinn)  proposes to  the shareholders to adopt
resolutions  without convening  the meeting  in accordance  with § 299(1) of the
Commercial Code in order to avoid gatherings during the COVID-19 pandemic.

The  shareholders are invited to vote on the draft resolutions provided below by
filling  in the ballot available on  the website of the Company www.nordecon.com
(http://www.nordecon.com) and send the votes along with the documents certifying
the  right  of  representation,  listed  below,  to  the Management Board of the
Company  no later than 9.00  (here and hereafter  Estonian time) on Thursday, 1
June  2021. For sending the  ballot and  the documents  certifying the  right of
representation  listed  below,  we  ask  to  choose  a method, which ensures the
arrival  thereof by the above deadline. If  a shareholder fails to notify by the
above  deadline whether he/she votes against or in favour of the resolution, the
shareholder shall be deemed to have voted against the resolution.

The  list of shareholders  entitled to vote  on the adoption  of the resolutions
will  be fixed as at 7 days prior to the deadline set for voting, i.e. on 25 May
2021 as at the end of the working day of the Nasdaq CSD Eesti settlement system.

As  of the date of publication of this  notice, the share capital of the Company
is  divided into 32,375,483 shares  without nominal value.  Each share grants 1
(one) vote. The Company owns 846,898 shares that do not grant to the Company any
shareholders' rights.

No  later  than  on  30 April  2021, the  Management  Board of the Company shall
publish  on  the  website  of  the Company (http://www.nordecon.com/year2020/) a
summary of the 2020 economic results.

The  proposals of the Management Board,  as approved by the Supervisory Council,
for the draft resolutions to be adopted are as follows:

1. Approval of the Company's annual report for 2020

To approve the Company's consolidated annual report for 2020 as submitted by the
management board.

2. Allocation of profit

To distribute to the profit as follows: the consolidated net profit attributable
to the Company as the parent company of the consolidation group in the financial
year  2020 amounts to 2,466 thousand  euros, the Company's  retained profit from
previous  periods  amounts  to  12,077 thousand  euros,  and,  thus,  the  total
distributable  profit as at 31 December  2020 amounted to 14,543 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  15 June  2021 as  at  the  end  of  the  working day of the
settlement  system. The ex-date  is 14 June 2021; as  of this date  a person who
acquired  shares is  not entitled  to dividends  for the 2020 financial year. No
dividends  shall be paid  to the Company  for own shares.  The dividends will be
distributed to the shareholders on 29 September 2021 at the latest.

3. Election  of  auditor  for  the  financial  year  2021 and  deciding  on  the
remuneration of the auditor

To elect the current audit firm of the group, KPMG Baltics OÜ, as the auditor of
the Company for the financial year 2021 and to pay for the services according to
the agreement to be signed with the auditor.

The shareholders have two options to cast their vote:

 1. By sending during the voting period a digitally signed or signed on paper
    and scanned voting ballot filled in by the voting shareholder or his / her
    authorised representative to the e-mail address [email protected]
    (mailto:[email protected]).
 2. By submitting or sending a filled voting ballot signed by hand by the voting
    shareholder or his / her authorised representative to the office of Nordecon
    AS at Toompuiestee 35, 10149, Tallinn, so that it arrives no later than 31
    May at 16:00. In the absence of technical means, it is possible to fill in
    and sign the voting ballot at the above address at the Company's office on
    working days between 9.00 and 16.00.

In  order to enable the identification of  a shareholder, the voting ballot sent
by  e-mail must be digitally signed with  a qualified e-signature in the meaning
of  eIDAS Regulation (in Estonia,  for example, with an  ID card, mobile ID or a
newer  smart-ID account conforming to  the qualified e?signature standard). When
sending  a  paper-signed  and  scanned  voting  ballot  by  e-mail  or sending a
paper?signed  voting ballot  by post,  a copy  of the  personal data page (incl.
document  validity  date)  of  the  shareholder's  or his / her representative's
identity  document (e.g.  passport or  ID card)  must be  enclosed to the voting
ballot.  The shareholder's  representative must  also forward  a valid  power of
attorney in Estonian or English in a form that can be reproduced in writing. The
shareholder  may use a power of attorney form, which is available on the website
of the Company www.nordecon.com (http://www.nordecon.com).

If  the shareholder is  a legal entity  registered in a  foreign country, please
forward an excerpt from an appropriate (business)register where the legal person
is  registered,  which  identifies  the  individual's  right  to  represent  the
shareholder  (legal representation). Please  legalise the registration documents
of  a legal person, registered in a foreign country (with the exception of power
of  attorney in simple written  form), or have them  apostilled, if not provided
otherwise  by an international treaty. If the  excerpts from a register are in a
language  other than  Estonian or  English, translations  to either  Estonian or
English  by a sworn translator or an official equated to a sworn translator must
be provided.

The  draft resolutions and documents related  thereto, the annual report for the
financial  year  2020, the  auditor's  report,  the proposal for distribution of
profit,  and  the  report  on  the  activities  of  the Supervisory Board in the
financial   year   2020, are   available   on   the   website   of  the  Company
www.nordecon.com  (http://www.nordecon.com)  and  the  website  of Nasdaq Baltic
stock                          exchange                         nasdaqbaltic.com
(https://www.globenewswire.com/Tracker?data=zWLtMSihee8iv_WQdFw1zSPxww3mynXiFlkY
HBthD7G-qMzpWRGfC0_8ExITOSQmIFQ139U8Er1VWRcs5-lq8sTMkSWvu-SC0tjPbdWQzfo=).

Questions related to the resolutions and the adoption procedure may be submitted
to e-mail address [email protected] (mailto:[email protected]) until the
deadline  given to the shareholders to present their position. The questions and
answers   will   be   disclosed   on   the  Company's  website  www.nordecon.com
(http://www.nordecon.com).

The   resolutions  adopted  by  shareholders  shall  be  disclosed  as  a  stock
announcement  and on the website  of the Company no  later than 1 June 2021. The
full  minutes will be made available after  7 days from the due date established
for shareholders to submit their positions.

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