Nasdaq Tallinn
Announcement from the exchange

NOTICE OF INTENTION TO MAKE A TAKEOVER OFFER TO ACQUIRE THE SHARES OF NORDIC FIBREBOARD AS

NFB Pärnu Holdings OÜ (a company registered in Estonia with registry code 16786289, "Offeror") announces its intention to make a voluntary takeover offer to acquire all shares ("Shares") of Nordic Fibreboard AS ("NFB") not held by the Offeror ("Offer").

The purpose of the intended Offer is to gain dominant influence over NFB by the Offeror. The Offeror does not intend to apply for takeover of the remaining shares either according to § 182¹ of the Estonian Securities Market Act or provisions of chapter 29¹ of the Estonian Commercial Code. Furthermore, the Offeror does not intend to terminate the trading with the shares of NFB at the Baltic Secondary List of Nasdaq Tallinn Stock Exchange.

The intended Offer relates to all Shares of NFB that are not held by the Offeror, the 100% (direct and indirect) owner of the Offeror Joakim Johan Helenius or Shares held by Pärnu Holdings OÜ with respect to which, based on a shareholder agreement, Joakim Johan Helenius holds sole decision-making powers.

The Offer takes place as a voluntary takeover offer and the Offeror is not obliged to conduct the Offer under § 166 of the Estonian Securities Market Act.

The terms of the Offer and its acceptance (including the purchase price of the Shares) shall be determined in the takeover prospectus ("Prospectus") and Offer notice to be published by the Offeror. In accordance with applicable law the Offeror shall submit the Prospectus and the Offer notice to the Estonian Financial Supervision and Resolution Authority ("EFSA") for approval. The prospectus and Offer notice shall be published at a date determined by EFSA after their approval.

This notice does not constitute, or form part of, any offer, invitation or solicitation by any party to sell or purchase any securities in any jurisdiction.

The Offer shall be made in accordance with the laws of the Republic of Estonia and will not be subject to any review or approval by any foreign regulatory authority. The Offer will not be made to persons whose participation in the Offer requires an additional offer document to be prepared, a registration effected or that any other measures would be taken in addition to those required under the laws of the Republic of Estonia. In the event of any inconsistency between the contents of the Prospectus and any other document or release, the provisions of the Prospectus in the Estonian language shall prevail.

This notice is not for release or distribution, directly or indirectly, in or into any jurisdiction where to do so would be unlawful or to persons or jurisdictions who are subject to financial sanctions imposed by competent authorities. Persons receiving this document or any other related documents (including custodians, nominees and trustees) must observe these restrictions and must not send or distribute this document in or into the relevant jurisdictions or to relevant persons.

Neither this document nor any other information supplied in connection with the Offer should be considered as a recommendation by either Offeror or by any other person to any recipient of this document (including any other information supplied in connection with the Offer) to sell any NFB Shares. Each person who contemplates selling any Shares should make its own independent investigation of the financial condition and affairs of NFB and its subsidiaries, and its own appraisal of the Offer.

Unless otherwise specified in this notice, all information contained in this notice is presented as at the date of this notice.

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