Market announcement

Title

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

Message

The  Extraordinary  General  Meeting  of  Nordic  Fibreboard  AS (registry code:
11421437, address:  Rääma 31, Pärnu 80044, hereinafter the Company) will be held
on the  6(th) of January 2022 at 11.00 am at the office of Nordic Fibreboard AS,
Rääma 31 Pärnu.
Registration  of participants will start at the  venue of the meeting at 10:45.
Registration will end at 11:00.

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 30 December 2021, 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. 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 14
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 measures(1) as well as the Market Abuse Regulation (EU)
596/2014(2);

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.

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 [email protected] (mailto:[email protected])  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
http://www.nordicfibreboard.com.  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 January 3, 2022.

Shareholders have access to all documents related to the Extraordinary General
Meeting of the Company on the Company's website
https://group.nordicfibreboard.com/en/investor/erakorraline-kooseolek

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 [email protected]
(mailto:[email protected]) 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 [email protected]
(mailto:[email protected]).

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]
(mailto:[email protected]) 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 Extraordinary General Meeting.

Torfinn Losvik
CEO & Chairman of the Management Board
Phone: + 372 56 99 09 88
E-mail: [email protected]

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(1) Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing
Regulation  (EU) No 596/2014 of the European  Parliament and of the Council with
regard  to regulatory technical standards for  the conditions applicable to buy-
back programmes and stabilisation measures.

(2) Regulation (EU) No 596/2014 of the European Parliament and of the Council of
16 April  2014 on market abuse (Market Abuse Regulation) and repealing Directive
2003/6/EC of   the  European  Parliament  and  of  the  Council  and  Commission
Directives 2003/124/EC, 2003/125/EC and 2004/72/EC