Notice of convening Annual General Meeting of shareholders of Nordic Fibreboard AS

    Notice of convening Annual General Meeting of shareholders of Nordic Fibreboard AS

The Annual General Meeting of Nordic Fibreboard AS (registry code: 11421437, address: Rääma 31, Pärnu 80044, hereinafter the Company) will be held on the 18^th of June 2024 at 10.00 am at the office of Nordic Fibreboard AS, Rääma 31 Pärnu.
Registration of participants will start at the venue of the meeting at 09:45. Registration will end at 10:00.

The list of shareholders entitled to participate at the Annual General Meeting will be fixed 7 (seven) days before the Annual General Meeting, i.e. on 11 June 2024, as at the end of workday of Nasdaq CSD Estonian settlement system.

Agenda of the Annual General Meeting with the proposals of the Supervisory Board:

1. Approval of the annual report of the Company for the financial year 2023

Proposal of the Supervisory Board: To approve the annual report of the Company for the financial year 2023, in accordance with which the consolidated balance sheet value of the Company as at 31 December 2023 was 8 505 080,71 euro and the net loss for the financial year was 682 361,36 euros.

2. Allocation of loss for the financial year 2023

Proposal of the Supervisory Board: Cover the net loss for the 2023 financial year in the amount of 682 361,36 euro from the retained earnings;

3. Appointment and remuneration principles of auditor for the financial year 2024

Proposal of the Supervisory Board: To appoint AS PricewaterhouseCoopers (register code: 10142876; aaddress: Pärnu mnt. 15, 10141 Tallinn) as the auditor of the Company for the financial year 2024. Public accounting services will be paid for in accordance with the contract to be drawn up with the auditor.

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As of the date of publishing of the announcement, the share capital of Nordic Fibreboard AS is 449,906,10 euros. The company has 4,499,061 no par value shares and each share gives one vote.

For registration, we kindly ask the participants to submit the following documents:

1. shareholders who are natural persons are required to submit their identity document; representatives must submit a power of attorney issued in a format reproducible in writing;
2. the representative of a shareholder who is a legal person must submit a valid extract of the register where the person is registered and which provides the right of representation of the shareholder (legal representation) as well as the identity document. Representatives who are not legal representatives must also submit a valid power of attorney issued in a format reproducible in writing.

A shareholder may inform the Company of the appointment of a representative or withdrawal of the power of attorney prior to the Annual General Meeting, by sending the corresponding notice to the e-mail address of the Company [e-mail]  or by delivering the notice in a format which can be reproduced in writing to the Company's office Rääma 31, Pärnu, Pärnu country, between 09:00 and 16:00 by using the respective forms published on the webpage of the Company located at https://group.nordicfibreboard.com/en/investor/general-meetings. Should a shareholder wish to inform the Company about the appointment of a representative or withdrawal of the power of attorney granted to a representative prior to the Annual General Meeting, the corresponding notice must be delivered and received by the Company at the latest by 23:59 on 14^th on June 2024.

All documents related to the Annual General Meeting of the Company will be available to the shareholders on the Company´s webpage https://group.nordicfibreboard.com/en/investor/general-meetings and at the Company's office at location at Rääma 31, Pärnu, Pärnu country, during working days from 09:00 to 16:00 from the notification of convening the Annual General Meeting until the day of the Annual General Meeting. Please contact us in advance at [e-mail] to request access to the documents.

All shareholders shall have the right to receive from the Management Board information on the Company's operations at the Annual General Meeting. The Management Board may refuse to give information, if there is a reason to presume that this may cause significant damage to the interests of the Company. Where the Management Board refuses to give information, a shareholder may demand that the legality of the shareholder's demand be decided by the Annual General Meeting or submit, within 2 weeks after the refusal, an application to a court in proceedings on petition in order to obligate the Management Board to give information.

Any questions regarding the agenda items of the Annual General Meeting may be addressed to the Company's e‑mail address [e-mail] at the latest by 23:59 on 14^th on June 2024.

Shareholders, whose shares represent at least 1/20 of the share capital of the Company, may demand the inclusion of additional items on the agenda of the annual general meeting, if the corresponding request is filed in writing at least 15 days prior to the general meeting, i.e. at the latest by 23:59 on 4 June 2024, at the e-mail address [e-mail] or to the Company's office at Rääma 31, Pärnu, Pärnu country. A draft decision or rationale must be submitted at the same time as the proposal to supplement the agenda.

Shareholders, whose shares represent at least 1/20 of the share capital of the Company, may submit to the Company in writing a draft resolution on each agenda item, by posting the draft to the e-mail address [e-mail] or to the Company's office at Rääma 31, Pärnu, Pärnu country. The draft must be submitted in electronic form or by e-mail so that it would be delivered to and received by the Company no later than 3 days before the Annual General Meeting i.e. at 14 June 2024.

Enel Äkke
Member of Management Board
Phone: + 372 55 525550
E-mail: [e-mail]

Attachments

• PROXY for exercising the rights of a shareholder at the AGM of shareholders_18062024
• Notice of withdrawal of a proxy for exercising the rights of a shareholder_18062024
• General meeting information 18.06.2024
• Draft Resolutions of the Annual General Meeting 18.06.2024
• NOTICE of convening Annual General Meeting of shareholder of Nordic Fibreboard as