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 ...

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 Insights - Nordic Fibreboard experienced a decline in consolidated net sales for Q1 2025, totaling € 1.51 million, which is an 11% decrease from € 1.97 million in Q1 2024 [1] - The company's main activity, fibreboard production and wholesale, generated sales revenue of € 1.73 million in Q1 2025, down from € 1.95 million in Q1 2024 [1] - The real estate management segment saw a significant drop in sales revenue to € 1 thousand in Q1 2025 from € 12 thousand in Q1 2024, attributed to the termination of rental agreements [2][11] Financial Performance - The consolidated EBITDA for Q1 2025 was negative € 85 thousand, with an EBITDA margin of negative 5%, compared to a positive EBITDA of € 53 thousand and a margin of 3% in Q1 2024 [3][22] - The Group's net loss for Q1 2025 was € 228 thousand, worsening from a net loss of € 73 thousand in Q1 2024 [5][22] - The gross margin decreased from 19% in Q1 2024 to 15% in Q1 2025, indicating reduced profitability [3] Revenue Breakdown - Revenue from fibreboard production and sales was € 1,734 thousand in Q1 2025, down from € 1,949 thousand in Q1 2024 [6] - The real estate management segment reported revenue of € 1 thousand in Q1 2025, a decrease from € 12 thousand in Q1 2024 [6][11] - Sales in the largest market, Finland, decreased by € 58 thousand to € 614 thousand in Q1 2025, while Baltic market sales increased by € 110 thousand [8][9] Geographical Sales Analysis - Fibreboard sales to the European Union were € 1,639 thousand in Q1 2025, down from € 1,692 thousand in Q1 2024 [10] - Sales to Africa decreased from € 167 thousand in Q1 2024 to € 87 thousand in Q1 2025, with no sales recorded in Asia and the Middle East during Q1 2025 [10][9] Cash Flow and Financial Position - As of March 31, 2025, total assets were € 8.7 million, down from € 9.1 million a year earlier, while total liabilities increased to € 5.3 million from € 4.8 million [13][22] - The Group's operating result for Q1 2025 showed a negative cash flow of € 528 thousand, compared to a negative cash flow of € 9 thousand in Q1 2024 [15][22] - The net cash flow result for Q1 2025 was a positive € 27 thousand, contrasting with a cash outflow of € 1 thousand in Q1 2024 [15][22] Outlook - The company anticipates continued challenges in 2025, particularly in the construction sector, with Finland being the largest export market [16] - Nordic Fibreboard aims to increase sales volumes and has signed cooperation agreements with new customers [17] - Plans for 2025 include improvements in digital solutions and investments in factory energy system modernization [18]