0GWU Skano Group As

Notice of Convening Extraordinary General Meeting of Shareholder of Nordic Fibreboard AS

The Extraordinary General Meeting of Nordic Fibreboard AS (registry code: 11421437, address: Rääma 31, Pärnu 80044, hereinafter the Company) will be held on the 10th of October 2023 at 10:00 am at the office of Nordic Fibreboard AS, Rääma 31 Pärnu 80044 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 Extraordinary General Meeting will be fixed 7 (seven) days before the Extraordinary General Meeting, i.e. on October 3, 2023 as at the end of workday of Nasdaq CSD Estonian settlement system.

The agenda of the Extraordinary General Meeting with the proposals of the Supervisory Board:

1. Changes in the Supervisory Board

 (1) to re-elect Joakim Johan Helenius as a Member and Chairman of the Supervisory Board for five (5) years from the adoption of the decision.

Rando Tomingas, the current Chairman of the Supervisory Board, will continue as a Member of the Supervisory Board.

Joakim Helenius was a member of the Supervisory Board of Nordic Fibreboard AS from 19.09.2007 - 28.06.2023. Joakim Helenius is the owner and chairman of the board of AS Trigon Capital, and the owner and chairman of the council of companies such as AS Trigon Property Development, Trigon Carbon Negative Agriculture OÜ, AS Väätsa Agro and Fenestra AS. Joakim Helenius owns 20,000 Nordic Fibreboard shares and 1,750,135 Nordic Fibreboard shares through companies he controls.

 

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 Extraordinary General Meeting, by sending the corresponding notice to the e-mail address of the Company group@nordicfibreboard.com  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/extraordinary-general-meeting. 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 Extraordinary General Meeting, the corresponding notice must be delivered and received by the Company at the latest by 23:59 on October 9, 2023.

All documents related to the Extraordinary General Meeting of the Company will be available to the shareholders on the Company´s webpage https://group.nordicfibreboard.com/en/investor/extraordinary-general-meeting 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 Extraordinary General Meeting until the day of the Extraordinary General Meeting. Please contact us in advance at group@nordicfibreboard.com 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting may be addressed to the Company's e‑mail address group@nordicfibreboard.com.

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 Extraordinary General Meeting, if the corresponding request is filed in writing at least 15 days prior to the Extraordinary General Meeting, i.e. at the latest by 23:59 pm on September 25, 2023, at the e-mail address group@nordicfibreboard.com or to the Company's location 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 group@nordicfibreboard.com  or to the Company's location at Rääma 31, Pärnu, Pärnu country. The draft must be submitted in electronic form or by post so that it would be delivered to and received by the Company no later than 3 working days before the Extraordinary General Meeting, i.e. by 23:59 pm on October 6, 2023 at the latest.

Torfinn LosvikCEO & Chairman of the Management BoardPhone: + 372 56 99 09 88E-mail: torfinn.losvik@nordicfibreboard.com