Nordic Fibreboard AS (register number 11421437, address Rääma 31, Pärnu 80044) Extraordinary General Meeting of shareholders was held today, on 3rd of November 2026 in Nordic Fibreboard AS office, at Rääma 31, Pärnu. The general meeting started at 10.00 and ended at 10:15.
According to the Articles of Association, the Company (hereinafter also referred to as the “Company”) has a total of 8,499,061 votes, of which 6,915,284 votes were represented at the meeting, constituting 81.365% of the share capital. Therefore, the General Meeting was competent to adopt resolutions on the items on the agenda. There were 2 Shareholders present.
The circle of shareholders entitled to participate in the Shareholders’ meeting was determined as of 27.10.2026 at the end of the working day of the Nasdaq CSD Estonian settlement system.
The notice to convene the meeting was disclosed on 12.10.2026 in the information system of the stock exchange and on Company website, and in the newspaper „Õhtuleht“ on 13.10.2026.
It was noted that the meeting had been convened in accordance with the requirements of the law and the Articles of Association.
Resolutions of the general meeting:
1. Amendment of the Articles of Association
Supervisory Board’s proposal: Amend the Company’s Articles of Association as follows:
- amend section 1.2 of the Articles of Association and approve it in the following wording: “The registered office of the Company shall be Tallinn, Republic of Estonia.”;
- amend section 2.1 of the Articles of Association and approve it in the following wording: “The minimum share capital of the Company shall be EUR 500,000 (five hundred thousand euros) and the maximum share capital shall be EUR 2,000,000 (two million euros).”;
- amend section 2.2 of the Articles of Association and approve it in the following wording: “The minimum number of shares of the Company shall be 5,000,000 and the maximum number shall be 20,000,000. Each share shall carry one vote at the general meeting of shareholders. The Company shall have one class of shares – registered shares without par value.”;
- amend section 3.6 of the Articles of Association and approve it in the following wording: “General meetings shall be held in the city of Tallinn.”.
To approve the new version of the Articles of Association as submitted to the extraordinary general meeting.
Voting results:
FOR – 6,915,284 votes, i.e. 100% of the votes represented at the meeting
AGAINST – 0
ABSTAINED – 0
DID NOT VOTE – 0
The resolution was adopted.
2. Conditional increase of Nordic Fibreboard AS share capital for the purpose of public offering of shares
Supervisory Board’s proposal: Conditionally increase the Company’s share capital by 625,000 euros, with the new conditional size of the Company’s share capital being 1,474,906.1 euros. The purpose of the conditional increase of the share capital is to arrange a public offering of the Company’s shares and their admission to trading on the secondary list of the Nasdaq Tallinn Stock Exchange. The public offering of shares will be organised by the Management Board of the Company. The Management Board of the Company is entitled to determine the terms of the public offering of shares that are not defined in this resolution. The number of the Company’s new shares will be decided, up to the conditional size of the Company’s share capital, and the Company’s new shares will be issued by the Management Board of the Company.
Only the existing shareholders of the Company are entitled to participate in the conditional increase of the share capital, and they are guaranteed a pre-emptive subscription right in proportion to the number of the Company’s shares held by them. The persons (shareholders) entitled to exercise the pre-emptive right will be determined as of the end of the business day of 5 November 2026 in the Nasdaq CSD settlement system, i.e. as of the date of publication of the stock exchange announcement of the public offering and of the information document.
The issue price of the shares is 0.4 euros per share, of which 0.1 euros is the book value of the share and 0.3 euros is the premium. The period for exercising the pre-emptive subscription right and for paying for the shares (the offering period) is from 6 November 2026 to 27 November 2026 (inclusive). The new shares will be paid for by monetary contributions.
The new shares will be allocated in accordance with the subscription orders, but not in excess of the pre-emptive subscription rights held by the respective person. To the extent exceeding that amount, the shares will be allocated among the subscribers in proportion to the pre-emptive rights held by each subscriber (but not in excess of the number of shares subscribed for by that person). If it appears that more shares have been subscribed for than are intended to be issued on the basis of this resolution, the subscribed shares will be allocated among the subscribers in proportion to the pre-emptive rights held by each subscriber. If the subscribed shares cannot be divided exactly among the subscribers, the final allocation of the subscribed shares among the subscribers will be decided by the Supervisory Board of the Company. If not all new shares have been subscribed for by the deadline set out in the resolution, the Management Board of the Company is entitled to extend the subscription period or to cancel the shares that have not been subscribed for during the subscription period.
The new shares to be issued will carry the right to dividends starting from the financial year 2026.
Voting results:
FOR – 6,915,284 votes, i.e. 100% of the votes represented at the meeting
AGAINST – 0
ABSTAINED – 0
DID NOT VOTE – 0
The resolution was adopted.
3. Admission of the new shares of Nordic Fibreboard AS to trading on the secondary list of the Nasdaq Tallinn Stock Exchange
Supervisory Board’s proposal: Apply for the admission of the Company’s new shares to trading on the secondary list of the Nasdaq Tallinn Stock Exchange.
Voting results:
FOR – 6,915,284 votes, i.e. 100% of the votes represented at the meeting
AGAINST – 0
ABSTAINED – 0
DID NOT VOTE – 0
The resolution was adopted.
Danel Hirbaum
CEO
Nordic Fibreboard AS
Phone: + 372 667 9200
E-mail: group@nordicfibreboard.com
