Opinion of the Board of Supervisors (“board of auditorsNordic Fibreboard AS (“NFB”) was published on May 9, 2024 pursuant to Article 171(2) of the Estonian Securities Market Act (“SMA) and Article 21 of the Estonian Minister of Finance Regulation No. 71 of May 28, 2002, “Rules for takeover proposals” In connection with the voluntary takeover proposal by NFB Parnu Holdings OÜ (”Tender offeror”) Acquisition of all NFB shares that do not already belong to the Offeror or its affiliates on April 25, 2024 (”)offer”).
The members of the NFB Supervisory Board and the publisher of this opinion are Joachim Johan Helenius (Chairman), Thorfinn Rosvik, Rand Tommingas and Penti Sakari Wallin.
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Contracts and other relationships between the Offeror and NFB’s Board of Supervisors and Management
Joachim Johan Helenius, Chairman of the Supervisory Board, is the managing director and sole shareholder (directly and indirectly) of the Offeror.
NFB Management Committee (“management committee) and the auditors have not entered into any contract with the Tender Offeror.
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Appointment of management auditors
The members of the Supervisory Board are elected in accordance with NFB’s Articles of Association. NFB shareholders have no special rights to appoint members of the Supervisory Board or their candidates.
The members of the Management Board are elected by the Supervisory Board in accordance with NFB’s Articles of Association.
The shareholders’ agreement of Pärnu Holdings OÜ, a shareholder of NFB, contains an agreement ensuring that Pärnu Holdings OÜ’s shareholders:
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As long as Torfinn Losvik is a shareholder of Pärnu Holdings OÜ and a party to the shareholder agreement, he is the sole member or chairman of the management board of the NFB, unless he is prohibited from remaining in this position according to law. , will never be recalled. Will you obey the law or resign?and
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As long as Joachim Johan Helenius is a shareholder of Pärnu Holdings OÜ and is party to the shareholder agreement, he is the Chairman of the Supervisory Board of the NFB, unless he is prohibited by law from remaining in this position. , will never be recalled. Or if he resigns himself.
For clarity, as NFB is not a party to the above Shareholders Agreement, the above provisions are not binding on NFB and NFB will be guided in its activities by its Articles of Association and applicable law.
For further clarification, as of the date of this opinion, Pärnu Holdings, OÜ owns 18.7292% of the NFB shares. Accordingly, the shareholders of Pärnu Holdings OÜ may not be able to enforce the above provisions of the shareholders agreement.
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Conflicts of interest and risk management efforts between the Board of Corporate Auditors and management
No member of the Supervisory Board or Management Board is entitled to receive any benefit, the provision of which is dependent on the offer or its outcome, and creates a conflict of interest for the member of the Supervisory Board or Management Board in connection with the offer. There is a possibility. .
Given that the Chairman of the Board of Management and the ultimate beneficiary of the Offeror coincide with Mr. Joachim Johann Helenius, in a situation where the Supervisory Board would have to adopt a resolution regardless of the lack of interest. Risk of conflict of interest exists. In connection with the offer. However, other than the current opinion (which was unanimously approved by the Supervisory Board), the Supervisory Board has not adopted any resolutions regarding the Purchase and does not foresee the need to adopt resolutions in the future. .
If any resolutions are required in connection with the acquisition, the Supervisory Board will analyze the potential conflicts of interest of Joachim Johan Helenius. In case of a conflict of interest, Joachim Johan Helenius will not take part in the adoption of the relevant Supervisory Board resolutions.
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Evaluation of the impact of this offer
All members of the Supervisory Board are of the opinion that the proposed acquisition will not have a negative impact on NFB, NFB’s profits or NFB’s employment relationships.
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the intention of the members of the Supervisory Board and Management Board to accept this offer;
The Chairman of the Supervisory Board directly and indirectly owns 49.15% of the voting rights represented by NFB shares. Considering that the purpose of this offer is to enable Joachim Johann Helenius to gain dominant influence over the NFB, Joachim Johann Helenius himself will not participate in this offer.
Mr. Thorfinn Rosvik, a member of the Supervisory Board, indirectly owns 10.35% of the voting rights represented by the NFB shares and hereby declares his intention to participate in the Offer by owning at least 44,206 NFB shares. I will make an announcement.
Mr. Rand Tomingus, a member of the Supervisory Board, indirectly owns 0.8171% of NFB shares, and announces his intention to participate in this purchase with at least 26,762 shares vested in him.
Mr. Penti Sakari Warin, a member of the Supervisory Board, does not own NFB shares and therefore cannot accept this proposal.
Management committee members cannot accept this offer as they do not own NFB shares.
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Contracts with Supervisory and Management Committee Members.
There is no agreement between the NFB and the members of the Supervisory and Management Committee that provides for the termination of the contract or the payment of remuneration by the NFB or a third party to the members of the Supervisory and Management Committee in connection with the Purchase or its results. does not exist.
organizational issues
The opinion of the Supervisory Board may be obtained free of charge in writing at the NFB address Rääma tn 31, 80044, Pärnu, Eesti from 09:00 to 17:00 on business days and on the Nasdaq Tallinn Stock Exchange (www.nasdaqbaltic.com ) will be published through. and the NFB webpage (https://group.nordicfibreboard.com/et/investor/).
We ask that you agree in advance a suitable time to receive the Supervisory Board’s opinion at the NFB address at least one business day in advance by telephone (+372 5552 5550) or email (group@nordicfibreboard.com). requested time.
Enel Akke
Management committee members
nordic fiberboard AS
group@nordicfibreboard.com
