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]

Overview of Operating Results - Consolidated net sales for 2024 were € 7.59 million, a decrease of 1.5% compared to 2023 sales of € 7.71 million [2] - Sales revenue from the production of fibreboard was € 7.57 million in 2024, remaining stable compared to € 7.66 million in 2023 [2] - The loss of sales from a major Danish customer was compensated by growth in orders from industrial customers and new customers in 2024 [2] - Main markets, including Finland, Sweden, and the Baltics, maintained stable sales levels, while sales to Asian and African markets showed growth [2] - Sales revenue from real estate management was € 25 thousand in 2024, down from € 47 thousand in 2023 [2] Financial Performance - Consolidated EBITDA for 2024 was negative € 0.03 million, a significant decrease from positive € 0.58 million in 2023, with an EBITDA margin of 0% [3] - The decrease in EBITDA was primarily due to the revaluation of investment properties in 2023, which provided a one-time income of € 404 thousand [3] - The factory faced a forced shutdown in December 2024 due to adverse weather conditions, impacting personnel and maintenance costs [3] - The consolidated net loss for 2024 was € 0.79 million, compared to a net loss of € 0.68 million in 2023 [4] Consolidated Statement of Financial Position - Total assets as of December 31, 2024, were € 8,252 thousand, down from € 8,505 thousand in 2023 [5][6] - Current assets decreased slightly to € 1,248 thousand from € 1,269 thousand in 2023 [5] - Total liabilities increased to € 4,636 thousand in 2024 from € 4,103 thousand in 2023, with borrowings rising to € 1,111 thousand [6] Consolidated Statement of Profit or Loss - Revenue for 2024 was € 7,592 thousand, down from € 7,704 thousand in 2023 [7] - Gross profit decreased to € 771 thousand from € 894 thousand in 2023 [7] - Operating loss for 2024 was € 547 thousand, compared to a loss of € 316 thousand in 2023 [7] - Basic and diluted earnings per share for 2024 were both negative € 0.17, compared to negative € 0.15 in 2023 [7]