Transactions with AS Eston Ehitus minority shareholders


Nordecon International AS acquired in 19 October 2007 52 per cent of AS Eston
Ehitus shares
(http://www.nasdaqomxbaltic.com/market/?pg=details&instrument=EE3100039496&list=
2&tab=news&news_id=232581).
AS Eston Ehitus is a construction company operating mainly in Western Estonia
with core competence in general contracting. AS Eston Ehitus has been a Group
subsidiary after the acquisition in 2007. 

Nordecon International AS and AS Eston Ehitus minority shareholders (13 private
persons and 1 legal entity) have been signing share purchase agreements during
the period between 24 July and 3 August 2009. As of these agreements the direct
participation of Nordecon International AS in AS Eston Ehitus share capital has
risen to 97.7 per cent (share capital in total is 1,000,400 kroons / 63,937
euros). 

Nordecon International AS has consistently held an investment strategy
regarding its subsidiaries by which initially a majority shareholding has been
acquired, followed by a step-by-step increase in participation if this has been
economically sensible. In the current market situation all construction
companies and their owners must critically assess their capability to adapt and
readiness to changes ahead. It is clear that declining construction volumes
demand complicated executive decisions. Shareholders more united participation
also becomes important from the need to be more actively involved with
problematic clients in construction market (in AS Eston Ehitus case so-called
Peterburi Ärikvartal. Company announcement 16 July 2009
http://www.nasdaqomxbaltic.com/market/?pg=details&instrument=EE3100039496&list=2
&tab=news&news_id=235435). 

Nordecon International AS came to a conclusion that it is best for AS Eston
Ehitus to continue as a wholly owned subsidiary to Nordecon International
Group. This point of view also coincided with minority shareholders in light of
AS Eston Ehitus future development in current market situation. The
negotiations for the acquisition of the remaining 2.3 per cent of shares are
ongoing. 

As per confidentiality agreement the parties do not disclose the price of the
share purchase agreements. The price was paid in cash and during the period of
the transfer of shares. 

The transaction does not have material economical effect on the activities of
Nordecon International Group and does not qualify as an acquisition of
significant holding because AS Eston Ehitus was already a subsidiary to the
Group. With the exception of Mr Ivo Aulik this is not a related party
transaction within the meaning of “Requirements for Issuers” of the NASDAQ OMX
Tallinn Stock Exchange regulations. Mr Aulik is a member of the supervisory
board of AS Eston Ehitus, but entered into agreement with identical conditions
to other shareholders. The members of the supervisory board and management
board of Nordecon International AS do not have any personal interests in the
incorporation of the company. 


Nordecon International is a group of construction companies whose core business
is general contracting and construction management in the construction of
buildings and infrastructures in Estonia, Latvia, Lithuania and Ukraine. In
addition, in Estonia our companies act as independent contractors in road
construction and maintenance, environmental engineering, the assembly of
reinforced concrete elements, and the performance of cast-on-site concrete
works. 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 20 subsidiaries in the Group. The consolidated revenue of
the Group in 2008 was 3.9 billion kroons (247 million euros) and the
consolidated net profit was 171 million kroons (11 million euros). Nordecon
International Group employs more than 1,100 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 Investor Relations
Tel: +372 615 4445
Email: raimo.talviste@nordecon.com 
www.nordecon.com