Decisions of the Extraordinary General Meeting of Shareholder of Nordic Fibreboard AS

NORDIC FIBREBOARD AS (reg nr 11421437, address Rääma 31, Pärnu 80044) Extraordinary General Meeting of shareholders was held on Thursday, 6th of January 2022 in Nordic Fibreboard AS office, at Rääma 31, Pärnu.

The extraordinary general meeting started at 11.00 and ended at 11:20

At the meeting 3 234 837 votes were present which represent 71,9% of share capital, meaning the Extraordinary General Meeting was competent to pass resolutions.

Resolutions of the Extraordinary General Meeting:

1. Determination of the conditions of the own share buy-back program of Nordic Fibreboard AS

Proposal of the Management Board and the Supervisory Board:

1.1 To approve the own share buy-back program of Nordic Fibreboard AS on the following conditions:

1.1.1 The sole purpose of the buy-back program of own shares of Nordic Fibreboard AS is the reduction of the share capital of Nordic Fibreboard AS;

1.1.2 Nordic Fibreboard AS shall have a right to buy back own shares with one transaction or in parts within the time period from 15 January 2022 until 5 January 2027;

1.1.3 Nordic Fibreboard AS shall have a right to buy back maximum of 449 906 own shares;

1.1.4. The price at which Nordic Fibreboard AS may buy back its own shares within the own share buy-back programme is minimum price of EUR 0.50 and maximum price of EUR 3.00 per share with the maximum pecuniary amount allocated to the programme being EUR 1 349 718;

1.1.5. The own shares shall be acquired from the assets that exceed the registered share capital, reserve capital and share premium of Nordic Fibreboard AS;

1.1.6. The sum of the nominal values of the own shares acquired within the share buy-back program of Nordic Fibreboard AS may not exceed 10% of the share capital of Nordic Fibreboard AS;

1.1.7. Nordic Fibreboard AS shall not purchase on any trading day more than 25 % of the average daily volume of the shares;

1.1.8. The buy-back of own shares shall be carried out in accordance with the Commission Delegated Regulation (EU) 2016/1052 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures¹ as well as the Market Abuse Regulation (EU) 596/2014²;

1.1.9. The buy-back programme of own shares shall be carried out by the Management Board of Nordic Fibreboard AS. If the Management Board considers it necessary, the Management Board may execute an agreement for carrying out the own share buy-back program in accordance with the terms and conditions set forth in this resolution with a competent credit institution or investment firm.

The number of votes in favor of the resolution was 3 234 837, which is 100,00% of registered votes.

Torfinn Losvik
CEO & Chairman of the Management Board
Phone: + 372 56 99 09 88
E-mail: torfinn.losvik@nordicfibreboard.com