Notice of extraordinary general meeting in Nordic Paper Holding AB (publ)

Regulatory

Publish date: 8 Sep 2025 14:35

The shareholders of Nordic Paper Holding AB (publ), reg. no. 556914-1913, with its registered office in Karlstad municipality in Värmland county, (the “Company” or “Nordic Paper”), are hereby invited to an extraordinary general meeting on 1 October 2025, at 14:00 at Advokatfirman Schjødt, Hamngatan 27, Stockholm. Registration starts at 13:45.

Preconditions for participation and notice of participation

A shareholder who wishes to participate in the extraordinary general meeting, in person or represented by a proxy, must (i) be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on 23 September 2025, and (ii) no later than 25 September 2025 give notice by post to Advokatfirman Schjødt, att. Izabella Barisa, P.O. Box 715, SE-101 33 Stockholm, Sweden or by e-mail to izabella.barisa@schjodt.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants).

If a shareholder is represented by proxy, a written and dated proxy for the representative must be issued. A proxy form is available on the Company’s webpage, www.nordic-paper.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority shall be enclosed. To facilitate the registration at the extraordinary general meeting, the original proxy and the certificate of registration or equivalent certificate of authority should be sent by post to Advokatfirman Schjødt, att. Izabella Barisa, P.O. Box 715, SE-101 33 Stockholm, Sweden or by e-mail to izabella.barisa@schjodt.com, so that it is received no later than 30 September 2025. If the authorisation documents are submitted by e-mail, the original proxy must be presented at the extraordinary general meeting.

Nominee-registered shares

To be entitled to participate in the extraordinary general meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 23 September 2025. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 25 September 2025 are taken into account when preparing the register of shareholders.

Proposed agenda

  1. Opening of the meeting.
  2. Election of the chairman of the meeting.
  3. Preparation and approval of the voting list.
  4. Election of one or two persons to verify the minutes.
  5. Determination as to whether the meeting has been duly convened.
  6. Approval of the agenda.
  7. Determination of the number of members of the board of directors.
  8. Determination of fees to be paid to the members of the board of directors.
  9. Election of new member of the board of directors and chairman of the board.
  10. Closing of the meeting.

Proposed resolutions

Item 2 : Election of chairman of the meeting

The board of directors proposes that the extraordinary general meeting resolves to appoint Emil Hedberg at Advokatfirman Schjødt, or the person appointed by the board of directors in his absence, as chairman of the extraordinary general meeting.

Item 7: Determination of the number of members of the board of directors

The Company's majority shareholder, Coniferous Bidco AB (“Coniferous Bidco”) proposes that the number of members of the board of directors elected for the period until the end of the next annual general meeting shall be eight, without deputies.

Item 8: Determination of fees to be paid to the members of the board of directors

At the annual general meeting 2025, it was resolved that the remuneration for the board of directors should be SEK 580,000 to the chairman of the board of directors and SEK 320,000 to each of the other board members for the period until the end of the next annual general meeting. Further, it was resolved that remuneration for work within committees of the board of directors for the period until the end of the next annual general meeting should be paid as follows: SEK 185,000 to the chairman of the audit committee and SEK 89,000 to the other member of the audit committee and SEK 75,000 to the chairman of the remuneration committee and SEK 36,000 to the other member of the remuneration committee. No remuneration shall be paid to board members employed by SVP (Alexandre Mignotte, Ricardo Mateiro and Riccardo Franchi).

Coniferous Bidco proposes that the new chairman of the board of directors shall receive board remuneration and remuneration for work within the committees of the board of directors in accordance with the remuneration levels resolved at the annual general meeting 2025, as from the period from the entry into force of the resolution of the extraordinary general meeting under this item 8 until the period until the end of the next annual general meeting and in proportion to the length of the term of office. The proposal implies that the remuneration remains unchanged per member level but that the total remuneration to the board of directors to be paid until the annual general meeting 2026 will be higher than the amount resolved by the annual general meeting 2025.

Item 9: Election of new member of the board of directors and chairman of the board

Coniferous Bidco proposes new election of Jørgen Jensen as member and chairman of the board of directors for the period until the end of the next annual general meeting. If the extraordinary general meeting resolves in accordance with Coniferous Bidco's proposal, the board of directors elected by the general meeting will consist of Jørgen Jensen, Tim Stubbs, Russell Wanke, Omar Hoek, Christer Simrén, Alexandre Mignotte, Ricardo Mateiro and Riccardo Franchi.

More information about Jørgen Jensen:

Born in 1968, Jørgen Jensen brings more than 25 years of international executive and board experience to Nordic Paper. He previously served as President and CEO of Nilfisk A/S (c. €1bn in net sales) and CEO of WS Audiology A/S (c. €2.5bn in net sales), and for the past 20 years has served on the boards of global industrial and MedTech companies. He currently chairs, among others, VELUX A/S, 3Shape A/S, and Ambu A/S.

He holds an MSc in Economics (Cand.Oecon.) from Aarhus University, Denmark.

Jørgen Jensen is independent in relation to the Company and major shareholders. He does not own any shares in Nordic Paper.

Number of shares and votes

As of the date of this notice there are in total 66,908,800 shares and votes in the Company. The Company does not hold any own shares as of the date of this notice.

Shareholders’ right to obtain information

The board of directors and the CEO shall, if requested by a shareholder and if the board of directors considers that it will not cause significant damage to the Company, provide information on circumstances that could affect the assessment of a matter on the agenda and the Company’s relations with another group company.

Complete proposals etc.

Supporting documentation for resolutions will be available at the Company’s office on Tullhusgatan 1B, SE-652 26 Karlstad, Sweden, as well as on the Company’s website, www.nordic-paper.com, no later than three weeks before the extraordinary general meeting. Copies of the documents will be sent to the shareholders who so request and who inform the Company of their postal address.

Processing of personal data

More information regarding the processing of your personal data is available in Euroclear’s privacy notice that is available at Euroclear’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-en….

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Karlstad, September 2025

Nordic Paper Holding AB (publ)

The board of directors