Opinion of the Supervisory Board of Nordic Fibreboard AS on takeover offer - Seite 2

For purposes of further clarification, as of the date of this opinion, Pärnu Holdings, OÜ holds 18.7292% of the NFB shares. Thus, Pärnu Holdings OÜ shareholders may not be able to enforce the above referred provisions of the shareholders agreement. 

3. Conflicts of interests of Supervisory Board and Management Board members and measures of risk management

No member of Supervisory or Management Board is entitled to receive any benefits, the provision of which would depend on the Offer or the results thereof, and which could cause a conflict of interest for the members of the Supervisory or Management Board in relation to the Offer.

Given that the chairman of the Management Board and the ultimate beneficial owner of the Offeror coincide in the person of Joakim Johan Helenius, irrespective of absence of any benefits, a risk for conflict of interest exists in situations, where the Supervisory Board need to adopt resolutions in relation to the Offer. However, apart from the current opinion (that was approved by the Supervisory Board unanimously), the Supervisory Board has not adopted any resolutions in relation to the Offer and does not foresee the need to adopt any in the future.

If a need for any resolutions relating to the Offer should arise the Supervisory Board would analyse the possible conflict of interest of Joakim Johan Helenius. In case of conflict of interest, Joakim Johan Helenius would not participate in the adoption of relevant Supervisory Board resolutions.

4. Assessment on the impact of the Offer

All Supervisory Board members are of the opinion that the Offer has no negative impact on NFB, NFB interests or employment relationships of NFB.

5. Intention of the members of the Supervisory Board and Management Board to accept the Offer

Chairman of the Supervisory Board owns directly and indirectly 49.15% of votes represented by NFB shares. Given that the purpose of the Offer is to enable Joakim Johan Helenius to gain dominant influence over NFB, then Joakim Johan Helenius himself does not partake of the Offer.

Supervisory Board member Torfinn Losvik owns indirectly 10.35% of votes represented by NFB shares and hereby announces his intention to participate in the Offer with at least 44,206 NFB shares belonging to him.

Supervisory Board member Rando Tomingas owns indirectly 0.8171% of NFB shares and hereby announces his intention to participate in the Offer with at least 26 762 belonging to him.