Nordecon — Proxy Solicitation & Information Statement 2026

Apr 29, 2026

Notice of annual general meeting of shareholders of Nordecon AS

Notice of annual general meeting of shareholders of Nordecon AS

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 22 May 2026 at 10:00 am at the Nordic
Hotel Forum conference hall Vega (Viru Square 3, 10111 Tallinn).

The list of shareholders entitled to vote at the general meeting is determined
on 15 May 2026 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 21 May 2026 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 29 April 2026,
the agenda of the annual general meeting is as follows:

1. Approval of the Company's annual report for the 2025 financial year and
   proposal for the distribution of profit
2. Election of the auditor for the financial years 2026-2028 and deciding on
   the remuneration of the auditor
3. Approval of a gender balance goal in the Company's governing bodies

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 2025
financial year and proposal for the distribution of profit

1.1. To approve the Company's consolidated annual report for the 2025 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 2025 financial year
amounts to -4,605 thousand euros. The retained profit of previous periods
amounts to 4,746 thousand euros. To cover the net loss of the 2025 financial
year on the account of the retained profit of the previous periods. 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 financial years 2026-2028 and
deciding on the remuneration of the auditor

The management board has carried out a competition in spring 2026 for the
appointment of an audit firm for the Company for the following 3-year period
(financial years 2026-2028) and has selected Aktsiaselts PricewaterhouseCoopers
(registry code 10142876) from the submitted offers as the best candidate. 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
2025 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 Aktsiaselts PricewaterhouseCoopers as the auditor of the Company
for the financial years 2026-2028 and to pay for the services according to the
agreement.

Agenda item No. 3. Approval of a gender balance goal in the Company's governing
bodies

Pursuant to the Securities Market Act (SMA), share issuers specified in §
135(5) of the SMA are required to set clear and measurable objectives to
increase the representation of the underrepresented gender on the supervisory
board and the management board. In accordance with § 135(6) (1) of the SMA, the
general meeting must set, and the Company must achieve by no later than 30 June
2026, one of the following objectives and comply with it until 31 December 2038:

1)  at least 40 per cent of the members of the supervisory board shall be of the
underrepresented gender;
2)  at least 33 per cent of the members of the management board and the
supervisory board in total shall be of the underrepresented gender.

If the Company chooses the objective specified in § 135(6) (1) clause 1 of the
SMA (at least 40 per cent of supervisory board members are of the
underrepresented gender), the Company must additionally set an individual
quantitative objective to maintain or improve gender balance on the management
board, pursuant to § 135(6) (2) of the SMA.

As gender balance has already been achieved on the management board, it is
reasonable for the Company to choose the objective set out in § 135(6) (1)
clause 1 of the SMA.

Pursuant to clause 4.1 of the articles of association, the management board of
the Company consists of 1 to 5 members. Considering that gender balance has
already been achieved on the management board of the Company, it is appropriate
to establish an individual objective to maintain that balance, including in the
event of an increase in the number of members, i.e. 1/3, 1/4 or 2/5 of the
members must be of the underrepresented gender. This approach is in line with
the principle set out in the SMA, according to which the size, structure and
actual situation of the governing body must be considered when setting the
objective.

3.1. Pursuant to § 135(6) (1) and (2) of the Securities Market Act, to set the
following gender balance goal for the Company:
3.1.1. At least 40 per cent of the members of the Company's supervisory board
shall be of the underrepresented gender;
3.1.2. To maintain the gender balance already achieved on the Company's
management board, i.e. 1/3, 1/4 or 2/5 of the members shall be of the
underrepresented gender.

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The 2025 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 2025 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 29 April 2026 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. Information
specified in § 294(1) of the Commercial Code is also published on the Company's
website at www.nordecon.com (http://www.nordecon.com). 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 19 May
2026. 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 7 May 2026. 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.