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 23 May 2023 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  16 May  2023 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 22 May 2023 at 4:00 pm.
The  shareholder  may  use  the  template  power  of  attorney  available at the
Company's website at www.nordecon.com

Pursuant to the resolution of the Company's supervisory board of 20 April 2023,
the agenda of the annual general meeting is as follows:

 1. Approval of the Company's annual report for the 2022 financial year and
    proposal for the distribution of profit;
 2. Election of the auditor for the 2023 financial year and deciding on the
    remuneration of the auditor;
 3. Extension of the authorisation of a supervisory board member;
 4. Remuneration of the members of the supervisory board.

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 2022
financial year and proposal for the distribution of profit

1.1. To  approve the Company's consolidated annual report for the 2022 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  shareholders of  the Company  for the  2022 financial year
amounts to 3,650 thousand euros. The retained profit of previous periods amounts
to 6,341 thousand euros. To cover the net loss of the 2022 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 2,691 thousand euros.

Agenda  item No. 2. Election of auditor for the 2023 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
2022 based on the contract signed in 2022. 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 2023 and to pay for the services
according to the agreement to be signed with the auditor.

Agenda item No. 3. Extension of the authorisation of a supervisory board member

The  authorisation of supervisory board member Andri Hõbemägi as a member of the
supervisory  board  of  Nordecon  AS  terminates on 24 May 2023. The supervisory
board  proposes that  the authorisation  of Andri  Hõbemägi as  a member  of the
supervisory  board of Nordecon AS is extended for a new 5-year term as of 24 May
2023. The  amount of remuneration of a supervisory board member is determined by
the annual general meeting of Nordecon.

3.1. In  relation to the expiration  of the term of  office of supervisory board
member  Andri  Hõbemägi  on  24 May  2023, to  extend the authorisation of Andri
Hõbemägi  for the  following period  prescribed by  the articles of association,
i.e. until 24 May 2028.

Agenda item No. 4. Remuneration of the members of the supervisory board

4.1. To  determine  that  as  from  1 June  2023 the  amount of the remuneration
payable  to the chairman of  the supervisory board is  9,500 euros per month, to
the  vice-chairman of  the supervisory  board 3,200 euros  per month  and to the
other supervisory board members 1,300 euros per month.

________________________

The 2022 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 2022 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  21 April 2023 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 20 May
2023. 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 08 May 2023. 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.