Notice of Convening Extraordinary General Meeting of Shareholder of Nordic Fibreboard AS
01 Novembre 2023 - 6:00AM
Notice of Convening Extraordinary General Meeting of Shareholder of
Nordic Fibreboard AS
The Extraordinary General Meeting of
Nordic Fibreboard AS (registry code: 11421437, address:
Rääma 31, Pärnu 80044, hereinafter the Company) will be held
on the 22th of November 2023 at 10:00
am at the office of Nordic Fibreboard AS, Rääma 31 Pärnu
80044 Registration of participants will start at the venue of the
meeting at 09:45. Registration will end at 10:00.
The list of shareholders entitled to participate at the
Extraordinary General Meeting will be fixed 7
(seven) days before the Extraordinary General
Meeting, i.e. on 15 November 2023, as at the end of workday of
Nasdaq CSD Estonian settlement system.
The agenda of the Extraordinary General Meeting with the
proposals of the Supervisory Board:
1. Changes in the Supervisory Board of Nordic Fibreboard
AS
Supervisory Board
proposal:
(1) recall Aigar Kallas from the
Supervisory Board of Nordic Fibreboard AS.
(2) confirm Torfinn Losvik as a new
Supervisory Board Member for five (5) years from the adoption of
the decision.
Torfinn Losvik has been the chairman
of the board and CEO of Nordic Fibreboard AS since January 2017.
From 06.11.2023, Torfinn Losvik will retire from the day-to-day
management of the company. Torfinn Losvik is a Norwegian citizen,
active in the Estonian business scene since 1998. Torfinn has
extensive management experience from manufacturing related
companies, such as CEO positions at Marat AS (2003-2014) and
Finnwear OY (1998-2002) and Chairman of the Board at Patricia Group
OY (since 2002), and has nearly ten years of corporate finance
experience from Smith Barney (now part of Citigroup), Bankers Trust
(now part of Deutsche Bank) and Lazards.
As of the date of publishing of the announcement, the share
capital of Nordic Fibreboard AS is 449,906,10 euros. The company
has 4,499,061 no par value shares and each share gives one
vote.
For registration, we kindly ask the participants to
submit the following documents:
-
shareholders who are natural persons are required to submit their
identity document; representatives must submit a power of attorney
issued in a format reproducible in writing;
- the representative
of a shareholder who is a legal person must submit a valid extract
of the register where the person is registered and which provides
the right of representation of the shareholder (legal
representation) as well as the identity document. Representatives
who are not legal representatives must also submit a valid power of
attorney issued in a format reproducible in writing.
A shareholder may inform the Company of the appointment of a
representative or withdrawal of the power of attorney prior to the
Extraordinary General Meeting, by sending the corresponding notice
to the e-mail address of the
Company group@nordicfibreboard.com or by delivering
the notice in a format which can be reproduced in writing to the
Company's office Rääma 31, Pärnu, Pärnu country, between 09:00 and
16:00 by using the respective forms published on the webpage of the
Company located at
https://group.nordicfibreboard.com/en/investor/extraordinary-general-meeting.
Should a shareholder wish to inform the Company about the
appointment of a representative or withdrawal of the power of
attorney granted to a representative prior to the Extraordinary
General Meeting, the corresponding notice must be delivered and
received by the Company at the latest by 23:59 on November 21,
2023.
All documents related to the Extraordinary General Meeting of
the Company will be available to the shareholders on the Company´s
webpage https://group.nordicfibreboard.com/en/investor/extraordinary-general-meeting
and at the Company's office at location at Rääma 31,
Pärnu, Pärnu country, during working days from 09:00 to 16:00 from
the notification of convening the Extraordinary General Meeting
until the day of the Extraordinary General Meeting. Please contact
us in advance at group@nordicfibreboard.com to request access
to the documents.
All shareholders shall have the right to receive from the
Management Board information on the Company's operations at the
Extraordinary General Meeting. The Management Board may refuse to
give information, if there is a reason to presume that this may
cause significant damage to the interests of the Company. Where the
Management Board refuses to give information, a shareholder may
demand that the legality of the shareholder's demand be decided by
the Extraordinary General Meeting or submit, within 2 weeks after
the refusal, an application to a court in proceedings on petition
in order to obligate the Management Board to give information.
Any questions regarding the agenda items of the Extraordinary
General Meeting may be addressed to the Company's e‑mail
address group@nordicfibreboard.com.
Shareholders, whose shares represent at least 1/20 of the share
capital of the Company, may demand the inclusion of additional
items on the agenda of the Extraordinary General Meeting, if the
corresponding request is filed in writing at least 15 days prior to
the General Meeting, i.e. at the latest by 11:59 pm on 7 November
2023, at the e-mail address group@nordicfibreboard.com or
to the Company's location at Rääma 31, Pärnu, Pärnu country. A
draft decision or rationale must be submitted at the same time as
the proposal to supplement the agenda.
Shareholders, whose shares represent at least 1/20 of the share
capital of the Company, may submit to the Company in writing a
draft resolution on each agenda item, by posting the draft to the
e-mail address group@nordicfibreboard.com or to the
Company's location at Rääma 31, Pärnu, Pärnu country. The draft
must be submitted in electronic form or by post so that it would be
delivered to and received by the Company no later than 3 working
days before the Extraordinary General Meeting, i.e. by 11:59 pm on
17 November 2023 at the latest.
Enel ÄkkeMember of the Management BoardPhone: + 372 55 52
5550E-mail: group@nordicfibreboard.com
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