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

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 the annual general meeting on Thursday 23 May 2024, at 16.00 at Värmlands Museum, Sandgrundsudden, Karlstad. Registration starts at 15.00.

Nordic Paper offers participants of the annual general meeting the opportunity to make a study visit to the Säffle mill before the meeting. Register your interest to [email protected].

Nordic Paper welcomes all shareholders to exercise their voting rights at the annual general meeting by attending the venue in person or by voting in advance (postal voting). Information on the resolutions passed at the annual general meeting will be published on 23 May 2024.

Preconditions for participation and notice of participation

Participation at the venue

A shareholder who wishes to participate in the annual general meeting at the venue 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 15 May 2024, and (ii) no later than 17 May 2024 give notice by post to Nordic Paper Holding AB (publ), “AGM 2024”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [email protected]. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via Euroclear Sweden AB’s webpage, https://anmalan.vpc.se/euroclearproxy. 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 annual general meeting, the original proxy and the certificate of registration or equivalent certificate of authority should be sent by post to Nordic Paper Holding AB (publ), ”AGM 2024”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by email to [email protected], so that it is received no later than 22 May 2024. If the authorisation documents are submitted by e-mail, the original proxy must be presented at the annual general meeting.

Participation by advance voting

A shareholder who wishes to participate in the annual general meeting by advance voting must (i) be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on 15 May 2024, and (ii) notify its intention to participate in the annual general meeting no later than 17 May 2024, by casting its advance vote in accordance with the instructions below so that the advance vote is received by Euroclear Sweden AB no later than on that day.

A shareholder who wishes to participate in the annual general meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under “Participation at the venue” above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used when advance voting. The advance voting form is available on the Company’s webpage www.nordic-paper.com. A completed and signed form may be submitted by post to Euroclear Sweden AB so that it is received no later than 17 May 2024. The advance voting form is considered as the notification of participation to the annual general meeting. The populated form may be submitted by e-mail to [email protected] or by post to Nordic Paper Holding AB (publ), “AGM 2024”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via Euroclear Sweden AB:s webpage, https://anmalan.vpc.se/euroclearproxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. Proxy forms for those who wish to vote by proxy can be found on the Company’s webpage, www.nordic-paper.com. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the annual general meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder casts votes during the annual general meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting during the annual general meeting, the submitted advance vote will be replaced by the vote cast at the annual general meeting. For questions about the meeting or to have the advance vote form sent by post, please contact Euroclear Sweden AB on telephone +46 (0)8-402 91 33 (Monday-Friday at 09.00-16.00).

Nominee-registered shares

To be entitled to participate in the annual 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 15 May 2024. 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 17 May 2024 are taken into account when preparing the register of shareholders.

Proposed agenda

1. Opening of the annual general meeting.
2. Election of the chairman of the meeting.
3. Election of two persons to verify the minutes together with the chairman of the meeting.
4. Preparation and approval of the voting list.
5. Presentation and approval of the agenda.
6. Determination as to whether the meeting has been duly convened.
7. Presentation by the CEO
8. Presentation of the income statement, balance sheet, consolidated income statement and consolidated balance sheet.
9. Resolution on:

1. the adoption of the income statement, balance sheet, consolidated income statement and consolidated balance sheet,
2. the appropriation of the Company’s profits or losses in accordance with the approved balance sheet, and
3. discharging of the members of the board of directors and the CEO from liability.

10. Determination of:
    1. the number of members of the board of directors, and
    2. and number of auditors and deputy auditors.
11. Determination of:
    1. fees to be paid to the members of the board of directors, and
    2. fees to be paid to the auditors.
12. Election of members of the board of directors and chairman of the board.
    1. Per Bjurbom (re-election),
    2. Stefan Lundin (re-election)
    3. Ying Che (re-election),
    4. Helene Willberg (re-election),
    5. Karin Eliasson (re-election),
    6. Thomas Körmendi (re-election),
    7. Chairman of the board: Per Bjurbom (re-election).
13. Election of auditors and deputy auditors.
14. Approval of guarantee commitments for subsidiaries.
15. Presentation of the board of directors’ remuneration report for approval.
16. Resolution on remuneration guidelines.
17. Resolution on long term cash-based incentive programme for senior executives.
18. Resolution regarding authorisation for the board of directors to resolve on repurchase and transfer of own shares.
19. Resolution on authorisation for the board of directors to decide on the issuance of new shares.
20. Closing of the annual general meeting.

Proposals of the nomination committee

Items 2 and 10-13: Election of chairman of the annual general meeting, determination of the number of members of the board and auditors, determination of the fees to be paid to the members of the board and auditors, election of members of the board and chairman of the board and election of auditor

The nomination committee of the Company proposes that the annual general meeting resolves in accordance with the following:

• David Andersson at Advokatfirman Vinge shall chair the meeting.
• The number of members of the board of directors elected for the time until the end of the next annual general meeting shall be six, without deputies, and the number of auditors shall be one registered auditing firm.
• For the period until the end of the next annual general meeting, the members of the board shall be paid a total amount of SEK 2,565,000 (SEK 2,482,000), of which SEK 580,000 (SEK 565,000) shall be paid to the chairman of the board and SEK 320,000 (SEK 310,000) shall be paid to each other member of the board elected by the annual general meeting. For work within the committees of the board, for the period until the end of the next annual general meeting, the members shall be paid a total amount of SEK 385,000 (SEK 367,000), of which SEK 185,000 (SEK 175,000) shall be paid to the chairman of the audit committee and SEK 89,000 (SEK 85,000) to the other member of the audit committee and SEK 75,000 (SEK 72,000) shall be paid to the chairman of the remuneration committee and SEK 36,000 (SEK 35,000) to the other member of the remuneration committee. Auditor fees shall, in accordance with the audit committee’s recommendation, be paid in accordance with approved invoice.
• Re-election of Per Bjurbom, Stefan Lundin, Ying Che, Helene Willberg, Karin Eliasson and Thomas Körmendi as members of the board for the period until the end of the next annual general meeting. Per Bjurbom shall be re-elected as chairman of the board. For information regarding the board members proposed for re-election, reference is made to the Company’s annual report and the Company’s website, www.nordic-paper.com.
• In accordance with the audit committee’s recommendation, the auditing firm KPMG AB shall be re‑elected as auditor for the period until the end of the next annual general meeting. KPMG has informed the Company that auditor Mattias Eriksson will be appointed as auditor in charge if the annual general meeting resolves in accordance with the proposal.

Proposals of the board of directors

Item 9 b: Appropriation of the Company’s profits or losses in accordance with the approved balance sheet

The board of directors proposes that the annual general meeting resolves on a dividend of SEK 4.00 per share, with a proposed record date for the right to receive dividend on 27 May 2024, whereby the dividend is expected to be paid to the shareholders on 30 May 2024.

Additional information on the board of directors’ dividend proposal, including the board of directors’ statement, is set out in the complete proposal which is provided in accordance with what is stated under the section “Complete proposals etc.” below.

Item 14: Approval of guarantee commitments for subsidiaries

In situations where a subsidiary to Nordic Paper is party to material agreements, for example larger investments with payment plans, suppliers may in certain cases require a guarantee from the parent company. In accordance with the Company’s articles of association and due to Chinese corporate governance rules, the annual general meeting shall approve the Company’s guarantee commitments for subsidiaries.

The board of directors proposes, based on an analysis of the need of guarantees given the ongoing and planned investments in the group, that the annual general meeting, for the period until the end of the next annual general meeting, resolves to approve a frame of SEK 1 billion for guarantee commitments for subsidiaries.

Item 15: Presentation of the board of directors’ remuneration report for approval

The board of directors proposes that the annual general meeting resolves to approve the remuneration report for the financial year 2023 that has been prepared by the board of directors.

Item 16: Resolution on remuneration guidelines

The board of directors proposes that the annual general meeting resolves to approve the following remuneration guidelines.

These guidelines cover remuneration to the Chief Executive Officer (CEO) and other members of Nordic Paper’s executive management (senior executives). The guidelines apply to new remuneration agreements or amendments to previously agreed remuneration after these guidelines have been adopted by the annual general meeting 2024.

The guidelines do not cover remuneration decided on by the annual general meeting, such as programmes for long-term variable remuneration.

Remuneration principles

Remuneration and other terms of employment for the CEO and senior executives shall be competitive so that Nordic Paper can attract, employ and retain a competent executive management, which is essential for successful implementation of the Company’s business strategy and for safeguarding Nordic Paper’s long-term interests, including its sustainability. The total remuneration offered should also be market based and give senior executives joint responsibility and ownership for the Company’s overall results, which are aligned with the shareholders’ interests.

Total remuneration

The total remuneration to the CEO and senior executives must be competitive in the market in the country where the person is located. The total remuneration will consist of a fixed cash salary, variable cash remuneration under incentive programmes, pension benefits and other benefits. In addition, and independently of these guidelines, the annual general meeting may decide on, for example, share or share price related remuneration and other forms of remuneration without restrictions.

Fixed cash salary

A review of the fixed cash salary for the CEO and senior executives is to be carried out annually. When determining and reviewing fixed cash salaries, the total remuneration, including pension and local market salary data, primarily for a relevant comparison group of companies, will be taken into account.

Salary increases (as a percentage of existing fixed cash salary) should normally be based on external market practice, other employees in relevant locations and positions, and the individual’s performance.

Variable cash remuneration

Variable cash remuneration, as per the annual incentive programmes, must be linked to predetermined and measurable criteria related to the Company, designed to promote value creation for the Company and strengthen links between performance targets achieved and rewards.

The criteria for incentive programmes are decided annually by the board and designed so that they promote the Company’s business strategy and long-term interests, including its sustainability, by, for example, having a clear connection to the business strategy or promoting the person’s long-term development.

The extent to which the criteria for allocating variable cash remuneration have been met is to be measured over a period of one year and evaluated following the measurement period. Annual variable cash remuneration is to be limited and the maximum payment may not exceed 30 percent of the fixed cash salary for senior executives and 50 percent for the CEO.

The Board has at its own discretion, the right, in whole or in part, to deny a person the right to a variable cash payment in the event that the person has acted in violation of Nordic Paper’s Code of Conduct, to recover variable cash compensation paid to a person on incorrect grounds, such as recalculation of financial results due to incorrect financial reporting, non­compliance with financial reporting requirements, etc.

Pensions and other benefits

Nordic Paper is aiming to gradually move towards defined contribution pension solutions, meaning that Nordic Paper would pay contributions corresponding to a specific percentage of the employee’s salary. Pension benefits will be defined contribution and entitle the individual to a pension from the age of 65, unless the individual is covered by a defined benefit pension plan in accordance with mandatory collective agreement provisions or mandatory local regulations.

The CEO has a defined contribution pension plan with a premium limited to 40 percent of annual fixed cash salary. Variable cash compensation will not qualify for pension benefits, except when it follows from provisions according to a general pension plan (such as the Swedish ITP plan). Other benefits may include, among other things, life insurance, health insurance and car benefits. Such benefits are maximised at 15 percent of annual fixed cash salary.

Conditions for termination of employment

The notice period for the CEO and senior executives is six (6) months if the employment is terminated by the Company and six (6) months if the employment is terminated by the employee. In addition, severance pay of a maximum of twelve (12) months’ fixed cash salary may be paid to the CEO and a maximum of six (6) months to senior executives if the employment ends at the Company’s request.

The Company’s CEO and senior executives are to be covered by a non­compete clause that is legally effective for six (6) months following termination of employment, as well as non­recruitment of relevant parties during this period. The Company may unilaterally waive the non­compete clause at its own discretion. In compensation for the non­compete clause the CEO will be entitled to remuneration at 60 percent of the monthly remuneration (calculated on fixed cash salary and variable salary) and senior executives at 75 percent of the monthly remuneration (calculated on fixed cash salary).

Board member remuneration in addition to board fees

Board members elected at the annual general meeting may in certain cases receive a fee for services performed within their respective areas of expertise, but beyond their board duties. Compensation for these services are to be paid according to market conditions and approved by the board.

The decision-making process

The Board has established a remuneration committee. The Committee prepares for the board’s decision on proposals for guidelines on remuneration and other terms of employment for the CEO and senior executives.

The Committee also monitors and evaluates programmes for variable remuneration paid to executive management, the application of guidelines for remuneration, current remuneration structures and remuneration levels within the Company. The Board is to prepare proposals for new guidelines at least every four years and submit the proposal for resolution at the annual general meeting. The guidelines apply until new guidelines have been adopted by the annual general meeting.

The remuneration committee shall also prepare the board of directors’ decision to publish and propose an annual remuneration report for approval of the annual general meeting.

The members of the remuneration committee are independent in relation to the Company and senior executives. The CEO or other persons in executive management are not present when the board considers or makes decisions on remuneration- related matters insofar as they are affected by the matters.

Deviations from the guidelines

The Board of Nordic Paper considers its responsibility to apply discretion and make well-founded assessments regarding individual remuneration packages or salary levels that may deviate from time to time either above or below the established salary strategy, in whole or in part, if there are specific reasons for deviation in an individual case and a deviation is necessary to meet the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability, and may be based on such factors as:

• The person’s performance and potential in relation to the market.
• Long-term succession planning and strategic talent supply.
• Business conditions in the industry or the overall market, as well as commercial or regulatory requirements within the senior executive’s area of responsibility.
• Circumstances where people are asked to assume a new role, responsibility for specific projects or strategic initiatives.

Salary and employment terms for employees

In preparing the board’s proposal for these remuneration guidelines, salaries and employment terms for the Company’s employees in Sweden are taken into account in that information on employees’ total income, remuneration components and the remuneration increase and rate over time have formed part of the remuneration committee’s and Board’s decision basis in the evaluation of the suitability of the guidelines and the restrictions arising in them.

Description of significant changes to the guidelines

The proposed guidelines are substantially the same as the guidelines adopted by the extraordinary general meeting on 20 August 2020, with only linguistic adjustments and clarifications.

Item 17: Resolution on long term cash-based incentive programme for senior executives

During 2023, the remuneration committee, together with external advisors, performed a review of Nordic Paper’s ongoing long-term warrant programme resolved by the annual general meetings in 2022 and 2023. The purpose of this review was to examine the possibilities of presenting a new incentive programme that better achieves its purpose, which is to create incentives for the participants, to be easy to understand and easily accessible to the participants as well as to align the interests of the participants with the interests of the shareholders. Given this background, the board of directors has decided to propose a new performance-based long-term cash programme.

To create clarity and predictability for the participants and further align the interests of the participants with the interests of the shareholders, the new incentive programme focuses on one strategically important financial performance condition, Return on operating capital, which is described in more detail below.

To increase the participants’ shareholding in Nordic Paper, and thus align their interests with those of the shareholders, the participants are required to reinvest half the amount they receive under the programme, net after taxes, into Nordic Paper shares, and hold such shares for at least a three-year period.

The board of directors is convinced that the proposed programme will benefit Nordic Paper’s shareholders as it will contribute to the opportunity to recruit and retain strategically important employees, is expected to lead to increased commitment and motivation for the participants in the programme and will strengthen the participants’ ties to the Nordic Paper group and its shareholders. In light of the above, the board of directors proposes that the annual general meeting resolves to implement a performance-based long-term cash programme for members of the Executive Management in Nordic Paper (“LTIP 2024/2027”) in accordance with the following main terms:

Participants in LTIP 2024/2027

LTIP 2024/2027 comprises a maximum of 9 participants in the Executive Management in Nordic Paper, which are divided into two categories: the CEO (”Category 1”) and other members of the Executive Management (8 participants) (“Category 2”).

Main terms and conditions LTIP 2024/2027

The main terms and conditions for LTIP 2024/2027 are:

• Payment under LTIP 2024/2027 will be made in cash after Nordic Paper’s annual general meeting held in 2027 (the ”Vesting Period”).
• Payment of LTIP 2024/2027 requires, with certain exceptions, that the participant is employed by the Nordic Paper group during the Vesting Period and is depending on the level of fulfilment of the performance criteria for LTIP 2024/2027.
• The payment is based on the participant’s annual salary (the participants fixed cash salary, excluding holiday pay) as of 31 December 2026 (the “Base Salary”). The maximum amount that the participant may receive (in total) corresponds to 80 percent of the Base Salary for Category 1 and 60 percent of the Base Salary for Category 2.
• For half (50 percent) of the amount that the participant receives in LTIP 2024/2027, net after taxes, the participant shall acquire Nordic Paper shares on Nasdaq Stockholm. If the participant has inside information and the participant therefore is prohibited from acquiring shares in Nordic Paper in connection to the LTIP 2024/2027 payment, the shares shall be acquired as soon as possible, however no later than the next annual general meeting. Further information regarding the “Shareholding requirement” is presented below.

Performance criteria for LTIP 2024/2027

Payment after the Vesting Period depends on the level of fulfilment of the financial performance criteria Return on operating capital during the financial years 2024-2026 (the “Measurement Period”).

Return on operating capital shall be calculated on the basis of the financial information presented in Nordic Paper’s annual reports for the financial years 2024, 2025 and 2026 (adjusted for extra ordinary items as per the Board’s discretion and calculated as a three-year average) during the Measurement Period.

The level for the performance criteria (threshold and maximum level) have been determined by the board of directors. If the maximum level is reached, the cash payment will amount to the maximum levels set out above. If the threshold level is not reached, no payment will be made. If the target achievement of the performance criteria is between the threshold and maximum level, payment will be made on a linear basis.

Information regarding threshold, maximum level and target fulfilment will be presented in connection with the annual general meeting held in 2027.

Shareholding requirement

As apparent from the above, the participants in LTIP 2024/2027 shall acquire Nordic Paper shares on Nasdaq Stockholm for half (50 percent) of the amount that the participant receives, net after taxes. To further increase the long-term joint interests of the participants and the Company’s shareholders, the participants in LTIP 2024/2027 will also make an undertaking to hold the shares acquired to LTIP 2024/2027 for a three-year period ending after the annual general meeting held in 2030. In case the participant cannot show that he or she has acquired shares to LTIP 2024/2027 during 2027, or if the participant transfers the shares allocated to LTIP 2024/2027 during this three-year period, the participant, with certain exceptions granted by the board of directors in the individual case, will not be invited to participate in any future LTIPs and any participation in ongoing LTIPs will be terminated.

Preparation of the proposal and the structuring and management of LTIP 2024/2027

LTIP 2024/2027 has been prepared by the remuneration committee. LTIP 2024/2027 has also been discussed at board meetings during the first months of 2024 and the proposal has been finally adopted by the board of directors.

The remuneration committee shall be responsible for the details concerning the structure, management and interpretation of the detailed terms and conditions that shall apply between Nordic Paper and the participant for LTIP 2024/2027, including, inter alia, how the participants’ fulfilment of the shareholding requirement shall be regulated, within the framework of the terms and guidelines set out herein and considering the purpose of the programme. The remuneration committee shall be authorised to make adjustments in LTIP 2024/2027 to fulfil certain rules or market conditions in other jurisdictions. The remuneration committee shall also have the right to make other adjustments, including, inter alia, the right to decide on a reduced payment to the participants, if there are significant changes in the Nordic Paper group or in the market which according to the board of directors would mean that decided conditions for LTIP 2024/2027 are no longer appropriate.

Costs for LTIP 2024/2027

The maximum cost for Nordic Paper due to LTIP 2024/2027 (the “Cap”) is an amount corresponding to 3 percent of the Company’s average net profit during the financial years 2024-2026 (social securities contributions included). The costs will be expensed over the Vesting Period and are expected to have a marginal impact on Nordic Paper’s key ratio.

If the Cap is reached, the payment that the participants are entitled to will be reduced accordingly. If the threshold level for the performance criteria is not achieved, no payment will be made, and no costs will be incurred.

Ongoing incentive programmes and incentive programmes ended during the year

For more information regarding Nordic Paper’s outstanding incentive programmes, please refer to the remuneration report, annual report 2023 and Nordic Paper’s website, www.nordic-paper.com.

Item 18: Resolution regarding authorisation for the board of directors to resolve on repurchase and transfer of own shares

The board of directors proposes that the annual general meeting authorises the board of directors to, up until the next annual general meeting, on one or several occasions, resolve to purchase own shares so that the Company’s holding, at any given time, does not exceed 10 percent of the total number of shares in the Company. Purchases shall be carried out on Nasdaq Stockholm and may only be acquired to a price per share within the applicable share price range, i.e., the range between the highest purchase price and the lowest selling price.

In addition, it is proposed that the annual general meeting authorises the board of directors, up until the next annual general meeting, on one or several occasions, to resolve on transfer of own shares. Transfers may be carried out on Nasdaq Stockholm at a price within the applicable price range, i.e., the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or on other conditions. Upon such transfer by other means, the price must be determined so that it does not fall below what is market-based, whereby a market-based discount in relation to the market price may be applied. Transfers of own shares may be made in a number which does not exceed such number of shares that is held by the Company at the time of the board of directors’ resolution regarding the transfer.

The purpose of the proposal is to give the board of directors an increased flexibility regarding the Company’s capital structure and the Company’s ability to distribute capital to shareholders, fulfil commitments according to the Company’s outstanding incentive programme, as well as to enable the board of directors to finance acquisitions with own shares. The purpose of the authorisation to transfer own shares is to enable delivery of shares according to the Company’s outstanding incentive programme, to finance acquisitions with own shares, raise working capital or broaden the shareholder base.

The CEO shall be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

Item 19: Resolution on authorisation for the board of directors to decide on the issuance of new shares

The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, up and until the next annual general meeting, on one or several occasions and with or without preferential rights for existing shareholders, resolve on the issue of new shares, comprising a total of not more than 10 per cent of the total number of outstanding shares in the Company as at the time of the annual general meeting’s resolution to approve the proposed authorisation. The authorisation includes a right to resolve to issue new shares with or without provisions relating to in kind payment, the right to offset debt or other conditions referred to in Chapter 13, Section 5 first paragraph item 6 in the Swedish Companies Act.

The purpose of the authorisation is to increase the financial flexibility of the Company and the acting scope of the board of directors. Should the board of directors resolve on an issue with deviation from the shareholders’ preferential rights, the reason for this must be to finance acquisitions of companies or operations. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions.

The board of directors, or any person appointed by it, shall be authorised to make any minor adjustments to the resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

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.

Majority requirements

A valid resolution in accordance with item 18 and 19 above requires approval of at least two-thirds (2/3) of the shares represented and votes cast at the annual general meeting.

Shareholders’ right to obtain information

The shareholders are reminded of their right to obtain information from the board of directors and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Complete proposals etc.

The annual report and the auditor’s report, the remuneration report, the complete proposals of the board of directors and the auditor’s and the board of directors’ statements according to the Swedish Companies Act will be held 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 annual general meeting. Further, the nomination committee’s complete proposals and motivated statement will be available on the Company’s address stated above as well as on the website at least four weeks before the annual 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-engelska.pdf.

_________________________

Karlstad, April 2024

Nordic Paper Holding AB (publ)

The board of directors