Permission to enter into merger agreement

The council of Nordecon International held a meeting on 10 September 2010 and
discussed a proposal made by the management board to enter into a merger
agreement between Nordecon International AS, Nordecon Infra AS and Nordecon
Ehitus AS. As a result the council approved the management board's proposal. 

Nordecon International AS management board submitted the proposal in light of
its views on the changes in Nordecon International strategy for the periods
2010-2013. As the construction market volumes continue to decrease there is a
need to reorganize Nordecon International Group's operational model and to make
it more efficient. The merger results in shorter and more efficient chain of
management and additional fixed cost annual reduction approximately by 15,6
million kroons (1 million euros). 

Wholly-owned subsidiaries Nordecon Infra AS and Nordecon Ehitus AS will be
merged with parent company Nordecon International AS. Subsidiaries of Nordecon
Infra AS and Nordecon Ehitus AS will remain subsidiaries of the merged company.
Nordecon International will continue in all its current operating segments. 

The merger of the companies must also be approved by the shareholders of
Nordecon International AS. Prior to the general meeting of the shareholders a
draft merger report will be presented via NASDAQ OMX Tallinn Stock Exchange
information system along with the companies' financial reports of last three
years (if necessary also the interim reports). The summoning of the
extraordinary 
shareholders' general meeting will be announced as per Companies Act of
Estonia. All the necessary procedures related to merger should be completed in
2010. 


Nordecon International is a group of construction companies whose core business
is construction project management and general contracting in the buildings and
infrastructures segment. Geographically the Group operates in Estonia, Ukraine
and Finland. The parent of the Group is Nordecon International AS, a company
registered and located in Tallinn, Estonia. In addition to the parent company,
there are more than 15 subsidiaries in the Group. The consolidated revenue of
the Group in 2009 was 2.4 billion kroons (155 million euros). Currently
Nordecon International Group employs nearly 750 people. Since 18 May 2006, the
company's shares have been quoted in the main list of the NASDAQ OMX Tallinn
Stock Exchange. 

1 euro = 15.6466 kroons


Raimo Talviste
Nordecon International AS
Head of Finance and Investor Relations
Tel: +372 615 4445
Email: raimo.talviste@nordecon.com 
www.nordecon.com
Permission to enter into merger agreement - Nordecon International, Nordecon Infra, Nordecon Ehitus
