Opinion of the Supervisory Board of Nordic Fibreboard AS on takeover offer

The opinion of the supervisory board (“Supervisory Board”) of Nordic Fibreboard AS (“NFB”) has been issued on 9 May 2024, in accordance with subsection 171 (2) of the Estonian Securities Market Act (“SMA”) and Section 21 of Regulation No. 71 of the Estonian Minister of Finance, dated 28 May 2002, “The Rules of Takeover Offers” in connection with the voluntary takeover offer made by NFB Pärnu Holdings OÜ (“Offeror”) on 25 April 2024 for the acquisition of all NFB shares not yet belonging to the Offeror or persons related to it (“Offer”).

The members of the NFB Supervisory Board and issuers of this opinion are Joakim Johan Helenius (chairman), Torfinn Losvik, Rando Tomingas and Pentti Sakari Wallin.

1. Contracts and other relationships between the Offeror and members of the Supervisory Board and management board of NFB

Chairman of the Supervisory Board Joakim Johan Helenius is a management board member and sole shareholder (directly and indirectly) of the Offeror.

NFB management board (“Management Board”) and Supervisory Board members have not concluded any contracts with the Offeror.

2. The election of Management and Supervisory Board members

Supervisory Board members have been elected according to the articles of association of NFB. No NFB shareholder has special rights to appoint Supervisory Board members or their candidates.

The Management Board members have been elected by the Supervisory Board according to the articles of association of NFB.

The shareholders agreement of NFB shareholder Pärnu Holdings OÜ contains an agreement according to which the shareholders of Pärnu Holdings OÜ shall ensure that:

1. as long as Torfinn Losvik is a shareholder of Pärnu Holdings OÜ and party to the shareholders agreement, he is the sole member or chairman of the Management Board of NFB and he will not be recalled except when he is prohibited from staying on this position according to the law or if he resigns himself; and
2. as long as Joakim Johan Helenius is a shareholder of Pärnu Holdings OÜ and party to the shareholders agreement, he is the chairman of the Supervisory Board of NFB and he will not be recalled except when he is prohibited from staying on this position according to the law or if he resigns himself.

For clarity, as NFB is not a party of the above referred shareholders agreement, the above provisions are not binding to NFB and NFB is guided in its activities by its articles of association and applicable laws.