Börsiteade

Pealkiri

Notice to convene the Extraordinary General Meeting of Nordic Fibreboard AS

Teade

The  Extraordinary  General  Meeting  of  Nordic  Fibreboard  AS (registry code:
11421437, address:  Suur-Jõe 48, Pärnu  80042, hereinafter the  Company) will be
held  on the 26(th) of June 2020 at 11.am at  the office of Nordic Fibreboard AS
at Suur-Jõe 48, Pärnu.

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

 1.  Introducing no par value shares and amendment of the articles of
    association

Proposal of the Supervisory Board:

1)       Introduce no par value shares.

2)       In connection with introducing no par value shares, amend clauses
2.1, 2.2 and 2.3 of the articles of association of the Company and confirm their
new wording as follows:

2.1 The minimum share capital of the company is EUR 100,000 (one hundred
thousand) and the maximum share capital is EUR 400,000 (four hundred thousand).

2.2 The minimum number of no par value shares is 2,500,000 and the maximum
number is 10,000,000. Each share grants one vote at the general meeting of
shareholders. The company only has one class of shares - no par value registered
shares.

2.3 The general meeting shall resolve the increase or reduction of share
capital. The resolution about increasing share capital shall be adopted in case
it receives at least two thirds of the votes represented at the general
meeting. Upon increasing share capital the shareholders have a pre-emptive right
to subscribe for the new shares in proportion to the sum of the book value of
the shareholder's shares. The pre-emptive right of the shareholders may be
barred by a resolution of the general meeting which receives at least three-
quarters of the votes represented at the general meeting.

3)       As a result of introducing a no par value share, the Company will have
4,499,061 no par value shares, whereas each share grants the shareholder one
vote at the general meeting of shareholders. As a result of adopting the
resolution specified in clause, the book value of a share of the Company will be
EUR 0.60.

4) To approve the new Articles of Association.

 1. Use of legal reserve capital and share premium to cover unallocated losses
    from previous periods

Proposal of the Supervisory Board:

 1. To transfer the reserve capital of the Company in the amount of EUR
    287,542.41 to cover the loss of the Company;
 2. To transfer the share premium of the Company in the amount of EUR 364,197.7
    to cover the loss of the Company.

     3. Reduction of share capital to cover unallocated losses from previous
periods

After the use of all reserves, at the end of 2019 the Company had 1,242,300.66
euros not covered by retained earnings from previous periods.

Proposal of the Supervisory Board:

In order to cover the losses after the use of all reserves in the amount of
1,242,300.66 euros, to reduce the share capital of the Company after the entry
into force of amendments to the Articles of Association in a simplified way on
the following conditions:

1)       Reduce the share capital of the Company by EUR 2,429,492.94, from EUR
2,699,436.60 to EUR 269,943.66;

2)       The share capital will be reduced by decreasing the book value of the
shares: as a result of reduction, the book value of the Company's share will
decrease to EUR 0.06, from EUR 0.60, the number of shares will remain the same
(4,499,061) and the new amount of share capital will be EUR 269,943.66;

5)       The list of shareholders participating in the reduction of share
capital shall be fixed 10(th) July 2020 as at end of the working day of the
Nasdaq CSD securities settlement system.

Information on the procedure for exercising the rights specified in the
Commercial § 287, § 293 (2) and (2(1) ) and § 293(1) (4) is published on the
website of the Company www.nordicfibreboard.com
(http://www.nordicfibreboard.com).

As  of the date of  publishing of the announcement,  the share capital of Nordic
Fibreboard  AS is 2,699,436.60 euros. The  company has 4,499,061 shares and each
share gives one vote.

The  date of  closing the  list of  shareholders entitled  to vote at the Annual
General Meeting will be June 18, 2020 at end of trading day.

Registration of the participants in the meeting will begin at 10:45.

To register yourself as a participant in the general meeting, please present:

  * a shareholder who is a sole proprietor - an identity document
  * a representative of a shareholder who is a sole proprietor - an identity
    document and a written authorization document
  * a representative of a shareholder who is a legal person - valid certified
    copy of the registry card (for legal persons in Estonia, certified no
    earlier than 7 days ago), which entitles the person to represent the
    shareholder, and an identity document of the representative, or an
    authorization document prepared as required and an identity document of the
    representative. We request prior legalization or apostille certification of
    documents of a legal person registered in a foreign country, unless stated
    otherwise in the international agreement. Nordic Fibreboard AS may register
    a shareholder who is a legal person of a foreign country as a participant in
    the general meeting also in case all required data on the legal person and
    the representative are included in the notarized authorization document
    issued to the representative in a foreign country and the authorization
    document is acceptable in Estonia. If a shareholder has deposited his/her
    shares on a nominee account, a respective certificate issued by the account
    administrator shall be submitted, certifying the right of ownership of the
    shares as of June 18, 2020.
  * Please present your passport or identity card as an identification document.

A  shareholder may notify the Company of  the appointment of a representative or
withdrawal  of  authorization  by  a  representative  by  submitting  respective
information  to the  Management Board  of Nordic  Fibreboard AS  (in a digitally
signed  format  which  can  be  reproduced  in  writing  on the following e-mail
address:  torfinn.losvik@  nordicfibreboard.com,  or  in  writing by mail at the
following  address: Nordic Fibreboard AS,  Suur-Jõe 48, Pärnu, Estonia) no later
than on 25th of June 2020 (inclusive).

For  the appointment  of a  representative or  withdrawal of  authorization by a
representative,  a shareholder  may use  the forms  available on  the website of
Nordic Fibreboard AS www.nordicfibreboard.com (http://www.nordicfibreboard.com).

Torfinn Losvik

CEO & Chairman of the Management Board

Phone: + 372 56 99 09 88

E-mail: [email protected]