Notice of extraordinary general meeting in Nordic Paper Holding AB (publ)
At the request of Strategic Value Partners, through Coniferous Bidco AB (“Coniferous Bidco”), which at the time of this notice holds more than 75 percent of the shares and votes in Nordic Paper Holding AB (publ), Reg. No. 556914-1913 (the “Company” or “Nordic Paper”), the shareholders of Nordic Paper are hereby invited to an extraordinary general meeting on 13 January 2025 at 13:00 at Advokatfirman Vinges premises at Smålandsgatan 20 in Stockholm. Registration starts at 12:30.
Information on the resolutions passed at the extraordinary general meeting will be published on 13 January 2025.
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 2 January 2025, and (ii) no later than 7 January 2025 give notice by post to Nordic Paper Holding AB (publ), “EGM 2025”, 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 register 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 extraordinary 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), ”EGM 2025”, 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 12 January 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 2 January 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 7 January 2025 are taken into account when preparing the register of shareholders.
Proposed agenda
- Opening of the meeting.
- Election of the chairman of the meeting.
- Election of two persons to verify the minutes together with the chairman of the meeting.
- Preparation and approval of the voting list.
- Presentation and approval of the agenda.
- Determination as to whether the meeting has been duly convened.
- Determination of the number of members of the board of directors.
- Determination of fees to be paid to the members of the board of directors.
- Election of members of the board of directors and chairman of the board.
- Resolution on abolition of the nomination committee of Nordic Paper.
- Closing of the meeting.
Proposed resolutions
Item 2: Election of chairman of the extraordinary general meeting
The board of directors proposes that the extraordinary general meeting resolves to appoint David Andersson at Advokatfirman Vinge, or the person appointed by the board of directors in his absence, as chairman of the extraordinary general meeting.
Items 7-9: Determination of the number of members of the board of directors, determination of fees to be paid to the members of the board of directors and election of members of the board of directors and chairman of the board
Coniferous Bidco has informed the Company that it will provide the board of directors of the Company with its proposals with respect to items 7-9 prior to the extraordinary general meeting. Nordic Paper will announce the proposals from Coniferous Bidco once received.
Item 10: Resolution on abolition of the nomination committee of Nordic Paper
At the annual general meeting held on 20 May 2021, it was resolved to adopt instructions for the nomination committee until further notice (the “Instructions”) and on 8 October 2024, the Company announced that the nomination committee had been appointed for the period until the annual general meeting 2025 in accordance with the Instructions.
Since Coniferous Bidco holds more than 75 per cent of the shares and votes in Nordic Paper, Coniferous Bidco is of the opinion that there is no longer any reason to have a nomination committee in the Company. Accordingly, Coniferous Bidco proposes that the Instructions shall be abolished with immediate effect and that Nordic Paper shall no longer have a nomination committee.
Coniferous Bidco intends to put forward proposals regarding the items covered by the Instructions prior to future annual general meetings.
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 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.
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.
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Karlstad, December 2024
Nordic Paper Holding AB (publ)
The board of directors