Merger of Nordic Fibreboard AS and Pärnu Riverside Development OÜ and Notice of Convening an Extraordinary General Meeting of Shareholders of Nordic Fibreboard AS

Core Viewpoint - Nordic Fibreboard AS is set to merge with Pärnu Riverside Development OÜ, with Nordic Fibreboard AS as the acquiring company, and the merger will not increase its share capital [1][4]. Group 1: Merger Details - The merger agreement was signed on 30 July 2025, with the balance sheet date for the merger set as 1 June 2025 [1]. - Pärnu Riverside Development OÜ will cease to exist post-merger, and Nordic Fibreboard AS will become its legal successor [4]. - No merger report will be prepared, and the merger agreement does not require auditing [5]. Group 2: Share Capital Increase - The Supervisory Board proposes a conditional increase of Nordic Fibreboard AS's share capital by €400,000, bringing the total conditional share capital to €849,906.1 [6]. - The purpose of the capital increase is to facilitate a public offering of shares and list them on the secondary list of the Nasdaq Tallinn Stock Exchange [6]. - The issue price for the new shares is set at €0.50 per share, with €0.10 as nominal value and €0.40 as premium, reflecting the company's financial challenges [6]. Group 3: Shareholder Meeting - An extraordinary general meeting of shareholders is scheduled for 1 September 2025, with registration starting at 9:45 [2]. - The list of shareholders entitled to participate will be fixed as of 25 August 2025 [3]. - Shareholders holding at least 1/20 of the share capital can demand additional agenda items or submit draft resolutions [15][16].