MANAGEMENT REPORT Nordic Fibreboard AS consolidated net revenue in Q4 2025 was €1.74 million, representing a 14.7% increase compared to the same period of the previous year (Q4 2024: €1.51 million). The Group's main business activity is the production and wholesale of fibreboard, which accounted for the vast majority of the Group's revenue in Q4 2025. The second segment is the management of the property located on Suur-Jõe Street in Pärnu, which contributed 0.04% of total Q4 2025 revenue (Q4 2024: 0.1%). In ...

The Extraordinary General Meeting of Shareholders of Nordic Fibreboard AS (registry code 11421437, registered office at Rääma 31, Pärnu 80044, hereinafter the Company) will be held on 4 March 2026 at 10:00 at the office of Nordic Fibreboard AS, located at Rääma 31, Pärnu 80044. Registration of participants will begin at the meeting venue at 09:45 and will end at 10:00. The list of shareholders entitled to participate in the General Meeting will be determined 7 (seven) days prior to the meeting, i.e. as of t ...

Group 1 - Nordic Fibreboard AS has entered into a preliminary sale and purchase agreement for the sale of ten properties located at Suur-Jõe Street 48 and Admirali Street in Pärnu [1] - The properties are currently owned by Nordic Fibreboard AS, and the final sale and purchase agreement will be concluded with the potential buyer after fulfilling the conditions of the preliminary agreement [1] - The deadline for concluding the sale and purchase agreement is set for no later than 30 June 2026 [1]

Core Insights - Nordic Fibreboard reported consolidated net sales of €1.99 million for Q3 2025, reflecting a 2.5% increase from €1.94 million in Q3 2024, primarily driven by the production and wholesale of fibreboard [1][7] - The company achieved a positive EBITDA of €94 thousand in Q3 2025, with an EBITDA margin of 5%, a significant improvement from a negative EBITDA of €19 thousand and a margin of -1% in Q3 2024 [2] - The consolidated net loss for Q3 2025 was reduced to €77 thousand, compared to a net loss of €263 thousand in Q3 2024, indicating improved financial performance [3] Financial Performance - Revenue for Q3 2025 was €1,988 thousand, up from €1,938 thousand in Q3 2024, while the nine-month revenue decreased from €6,078 thousand in 2024 to €5,592 thousand in 2025 [5] - The gross margin increased from 16% in Q3 2024 to 24% in Q3 2025, indicating enhanced profitability [2] - Operating profit improved from a loss of €150 thousand in Q3 2024 to a loss of €34 thousand in Q3 2025 [5] Financial Position - As of September 30, 2025, total assets increased to €9.19 million from €8.78 million a year earlier, with total liabilities rising to €6.15 million from €4.74 million [13][14] - The equity of the company decreased to €3.04 million as of September 30, 2025, down from €4.04 million a year prior [16] - The debt-to-equity ratio increased to 67% from 54% in the previous year, indicating a higher leverage position [5] Cash Flow - Cash flow from operating activities for the first nine months of 2025 was negative at €553 thousand, compared to a negative cash flow of €102 thousand in the same period of 2024 [15] - Cash inflows from financing activities were €666 thousand in the first nine months of 2025, up from €296 thousand in 2024, reflecting improved financing conditions [15] Fibreboard Production and Sales - Fibreboard sales in Q3 2025 were €1.99 million, slightly up from €1.94 million in Q3 2024, with growth attributed to new customers in previously untapped markets [7][8] - The EBITDA for fibreboard production was positive at €112 thousand in Q3 2025, compared to a negative €19 thousand in Q3 2024 [8] Real Estate Management - The company owns and manages a property in Pärnu, which is undergoing development for residential real estate, following a merger with its subsidiary [10] - No sales revenue was generated from real estate management in Q3 2025, a decrease from €2 thousand in Q3 2024 [11]

Group 1 - The public offering of shares for Nordic Fibreboard AS concluded on 26 September 2025, with 4,000,000 shares offered and a total subscription of 4,196,152 shares amounting to EUR 2.098 million from 47 investors [1] - The Management Board decided to issue 4,000,000 new shares, resulting in a total offering value of 2 million euros [1][2] - Proceeds from the offering will be utilized to strengthen the company's balance sheet, invest in production continuity, and repay loans from related parties [2] Group 2 - Shares were allocated to investors based on their subscription orders and pre-emptive rights, with excess shares distributed proportionally among subscribers [3] - The settlement of the offering is scheduled for around 2 October 2025, with new shares expected to be listed on the Secondary List of the Nasdaq Tallinn Stock Exchange on approximately 15 October 2025 [4]

Core Points - Nordic Fibreboard AS held an Extraordinary General Meeting on September 1, 2025, with 83.73% of the share capital represented [1][2] - The meeting approved a merger with Pärnu Riverside Development OÜ, with Nordic Fibreboard AS as the acquiring company [2][3] - A conditional increase of share capital by 400,000 euros was proposed to facilitate a public offering of shares [4][5] - The new shares will be offered at an issue price of 0.50 euros per share, with a subscription period from September 12 to September 26, 2025 [4][5] - The new shares will be entitled to dividends starting from the financial year 2025 [5] - The meeting also approved the admission of new shares to trading on the additional list of Nasdaq Tallinn Stock Exchange [6] Voting Results - All resolutions were adopted with 100% of the votes represented at the meeting [3][6]

Core Insights - Nordic Fibreboard experienced a significant decline in consolidated net sales for Q2 2025, totaling € 1.87 million, a 14% decrease from € 2.18 million in Q2 2024, primarily due to reduced sales in European Union markets [1][7][9] - The company's EBITDA for Q2 2025 was negative € 94 thousand, compared to a positive € 217 thousand in Q2 2024, indicating a decline in profitability driven by increased repair and maintenance costs [3][22] - The net loss for Q2 2025 was € 46 thousand, worsening from a net loss of € 23 thousand in the same period last year [4][22] Financial Performance - Total revenue for Q2 2025 was € 1,868 thousand, down from € 2,179 thousand in Q2 2024, with fibreboard production and sales contributing € 1,867 thousand and real estate management only € 1 thousand [5][22] - The EBITDA margin for Q2 2025 was negative 5%, a significant drop from a positive 10% in Q2 2024, reflecting the overall decline in operational efficiency [3][22] - The total operating loss for Q2 2025 was € 222 thousand, compared to an operating profit of € 86 thousand in Q2 2024 [6][22] Segment Analysis - Fibreboard production and sales saw a revenue decrease to € 1.87 million in Q2 2025, with a notable 52% drop in sales within the Estonian market [7][9] - Real estate management revenue fell to € 1 thousand in Q2 2025 from € 9 thousand in Q2 2024, attributed to the termination of rental agreements due to high communal costs [2][10] - The EBITDA for the fibreboard segment was negative € 67 thousand in Q2 2025, compared to a positive € 228 thousand in Q2 2024, indicating a significant decline in profitability [9][22] Market Outlook - The market for energy-efficient and environmentally friendly products is expected to grow, with the company aiming to lead in this segment by providing innovative solutions [18][19] - The company plans to continue investing in product development and customer relationships to adapt to market changes and maintain competitiveness [17][19] - A merger agreement between Nordic Fibreboard AS and Pärnu Riverside Development OÜ has been established to simplify the company's structure, which may enhance operational efficiency [21]

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].

Core Point - Nordic Fibreboard AS has reported a significant change in shareholding due to a transaction involving NFB PÄRNU HOLDINGS OÜ and Trigon Carbon Negative Agriculture OÜ [1] Shareholding Changes - NFB PÄRNU HOLDINGS OÜ sold 1,840,000 shares of Nordic Fibreboard AS to Trigon Carbon Negative Agriculture OÜ [2] - Prior to the transaction, NFB PÄRNU HOLDINGS OÜ held 49.24% of Nordic Fibreboard AS shares (2,215,334 shares), which decreased to 8.34% (375,334 shares) after the sale [3] - Trigon Carbon Negative Agriculture OÜ increased its shareholding from 0.00% to 40.90% (1,840,000 shares) following the transaction [3] Control and Ownership - Joakim Johan Helenius maintained his overall control, holding directly and indirectly 68.86% of Nordic Fibreboard AS shares (3,097,974 shares) before and after the transaction [4]

Enel Äkke Member of Management Board E-mail: group@nordicfibreboard.com The Management Board of Nordic Fibreboard AS will continiue with one member: Enel Äkke The Supervisory Board of Nordic Fibreboard AS decided to recall the Management Board Member Kristjan Erm from 14.07.2025. ...