Merger of Nordic Fibreboard AS and Pärnu Riverside Development OÜ and Notice of Convening an Extraordinary General Meeting of Shareholders of Nordic Fibreboard AS
Merger of Nordic Fibreboard AS and Pärnu Riverside Development OÜ
On 30.07.2025, Nordic Fibreboard AS and Pärnu Riverside Development OÜ entered
into a merger agreement, according to which Nordic Fibreboard AS is the
acquiring company and Pärnu Riverside Development OÜ is the company being
acquired. Upon merger, the company acquired transfers all of its assets, rights
and obligations to the acquiring company. After the merger, the business name of
the acquiring company will remain Nordic Fibreboard AS. The share capital of
Nordic Fibreboard AS will not be increased as a result of the merger. The
balance sheet date of the merger is the day on which the transactions of the
company being acquired are deemed to have been made on behalf of the acquiring
company. The balance sheet date of the merger is 01.06.2025.
Notice of Convening an Extraordinary General Meeting of Shareholders of Nordic
Fibreboard AS
Nordic Fibreboard AS (registry code 11421437, address Rääma 31, Pärnu 80044,
hereinafter the "Company") will hold an extraordinary general meeting of
shareholders on 1 September 2025 at 10:00 at the office of Nordic Fibreboard AS,
Rääma 31, Pärnu 80044.
Registration of participants starts at 9:45 at the meeting venue and ends at
10:00.
The list of shareholders entitled to participate in the general meeting will be
fixed 7 (seven) days before the extraordinary general meeting, i.e., as of the
end of the business day of 25 August 2025 in the Nasdaq CSD Estonia settlement
system.
Agenda and proposals of the Supervisory Board:
1. Merger of Nordic Fibreboard AS and Pärnu Riverside Development OÜ
Supervisory Board's proposal: Approve the merger agreement (Annex 1) signed
between the Company and Pärnu Riverside Development OÜ, and carry out the merger
under the terms set forth in the merger agreement, whereby the Company will be
the acquiring company and Pärnu Riverside Development OÜ will be the acquired
company. The share capital of the Company will not be increased during the
merger. As a result of the merger, Pärnu Riverside Development OÜ will cease to
exist, and the Company will become its legal successor.
In accordance with § 393 section 2 of the Commercial Code no merger report will
be prepared.
In accordance with § 394 section 2 the merger agreement does not need to be
audited.
1. 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 400,000 euros, with the new conditional size of the share capital being
849,906.1 euros. The purpose of the conditional increase is to arrange a public
offering of the Company's shares and list them on the secondary list of the
Nasdaq Tallinn Stock Exchange. The public offering of shares will be organized
by the Management Board of the Company. The Management Board is authorized to
determine the terms of the public offering of shares not defined in this
resolution. The number of new shares to be issued will be decided by the
Management Board, up to the conditional share capital limit. Participation in
the conditional increase is limited only to existing shareholders of the
Company, who will have preemptive subscription rights in proportion to their
shareholding. The list of shareholders entitled to use the preemptive right will
be determined as of the end of the business day on 15 September 2025 in the
Nasdaq CSD settlement system. The issue price of the shares is 0.50 euros per
share, of which 0.10 euros is the nominal value and 0.40 euros is the premium.
The issue price of the shares has been determined based on the company's
difficult financial situation and liquidity problems, which are due to the fact
that the market has not recovered to the extent expected and the company needs
to make necessary investments to continue production. The subscription and
payment period for the shares is from 12 September to 26 September 2025. Payment
for the new shares will be made in cash. The new shares will be allocated
according to subscription orders but not exceeding the preemptive rights of the
respective subscriber. Any excess subscribed shares will be allocated
proportionally among the subscribers based on their preemptive rights (but not
exceeding the number of shares subscribed by the person). If the total
subscriptions exceed the number of shares intended for issuance, the final
allocation of shares will be decided by the Supervisory Board of the Company. If
not all new shares are subscribed during the subscription period, the Management
Board may extend the subscription period or cancel the unsubscribed shares. The
newly issued shares will be entitled to dividends starting from the financial
year 2025.
1. Admission of Nordic Fibreboard AS new shares to trading on the additional
list of Nasdaq Tallinn Stock Exchange
Supervisory Board's proposal: Apply for the admission of the new shares of the
Company to trading on the additional list of Nasdaq Tallinn Stock Exchange.
__________________________
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 [email protected]
(https://www.globenewswire.com/Tracker?data=e9koPcKJw2aO7g8_ooX52sjYZIx92yjjmMf4
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uMFb8YG5Klww1RQAT36bZUFVDVVUBxQX0KIyj21phR6z55uIZuIC2aIgajvhRYBApRGKH_8R6bCYrkb1
LGgc1) 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://www.nordicfibreboard.com/et/investor/
(https://www.globenewswire.com/Tracker?data=yGpTlTKK4shWnbiF8l0fOQ2mZ7OOm4hw6Bck
L3DdXUAHuWAMDD4Dpegf_KiSYV2yluxYpQ4GQ0IHF4a81CylVKRgHg59v_xwRVhZXlCCwBeodXx1s206
R-f8lX03oqaU9fpZnBFYdoxkKNTJta2NrATdnnQWS1bcKuwvtq--c2Q=) . 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 28(th) on August 2025.
All documents related to the Annual General Meeting of the Company will be
available to the shareholders on the Company´s
webpage https://www.nordicfibreboard.com/et/investor/
(https://www.globenewswire.com/Tracker?data=yGpTlTKK4shWnbiF8l0fOQ2mZ7OOm4hw6Bck
L3DdXUAHuWAMDD4Dpegf_KiSYV2y4b1GFhpjP2Eb_XM5jIgsYx7GieNl309l4Q85v79G-_FdVE0r-
GrmaTSTqYJcZY6WiFxIvUBogc1OFn8j4wiBpQXuzCjn4svIPSHZBiWJ2KI=) 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 [email protected]
(https://www.globenewswire.com/Tracker?data=e9koPcKJw2aO7g8_ooX52sjYZIx92yjjmMf4
Pd_dcv8WCecSetG6gEoCuwCP30DzVHgzab51GoETtFkdWQcQnf3c8QhyaAfLElFGlZkJnjo1z3qzRgaZ
NQLs22ZGwqG8) 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 [email protected]
(https://www.globenewswire.com/Tracker?data=e9koPcKJw2aO7g8_ooX52sjYZIx92yjjmMf4
Pd_dcv_GPmtbjKczWwK-iDs8LyVAv-qdq-
cGVNG6W6NWksX0V_2TfYyTEqebppLqT34DC9oVGM4N_au8ZOqdzc_l_hnP).
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
16(th) of August 2025, at the e-mail address [email protected]
(https://www.globenewswire.com/Tracker?data=e9koPcKJw2aO7g8_ooX52sjYZIx92yjjmMf4
Pd_dcv9Tk-ivPjV6xBiTKKEa9Y-hKOl9cs4h-FekGKXMdB-
0bq9HSxkEiZ601qd4H0T4r8_lUCsvkXzVKTUHCjJNK5Qh) 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 [email protected]
(https://www.globenewswire.com/Tracker?data=e9koPcKJw2aO7g8_ooX52sjYZIx92yjjmMf4
Pd_dcv_eQ7AcKhvRCCyD4cdJ6V4FL9BcXdZO34fcN5rksCbw_RKkPn-
9JPLyaQrppu4e2BRL1njFntbmK9SFWHnDXhfn) 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 working days before the Annual General Meeting i.e. at 26(th) of August 2025.
Annexes
1. Merger agreement
Enel Äkke
Member of Management Board
Phone: + 372 55 525550
E-mail: [email protected]