Metsä Board Oyj - Company Announcement

Final results of Metsä Board’s share offering

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG
KONG, JAPAN, SINGAPORE OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH
SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW 

Metsä Board Corporation Stock Exchange Release 30 March 2015 at 3 pm EET

The Board of Directors of Metsä Board Corporation (the “Company”) has today
decided to approve the subscriptions made in its share offering that expired on
23 March 2015. 

According to the final results of the share offering, a total of 38,227,779
Company's Series B shares were subscribed for in the Company's share offering,
representing 139.8 percent of the 27,347,134 Series B shares offered (the
“Offered Shares”). A total of 26,973,782 Series B-shares were subscribed for
pursuant to primary subscription rights, representing 98.6 percent of all the
Offered Shares, and a total of 11,253,997 Series B shares were subscribed for
pursuant to secondary subscription rights, representing 41.2 percent of all the
Offered Shares. Of the Offered Shares subscribed for pursuant to secondary
subscription rights, 373,352 Series B shares have been allocated to subscribers
in proportion to the number of subscription rights exercised by them in
accordance with the primary subscription right. 

The subscription price was EUR 3.66 per Offered Share and the Company raised
net proceeds of approximately EUR 98 million through the share offering. As a
result of the share offering, the total number of shares in the Company will
increase to 355,512,746. The Offered Shares will carry all ordinary shareholder
rights in the Company, including the right to receive dividends and other
distributions of funds, if any, as of the registration of the Offered Shares
with the Finnish Trade Register, on or about 31 March 2015. The record date for
the 2014 dividend distribution was 27 March 2015 and the dividend is expected
to be paid on or about 8 April 2015. Thus, the Offered Shares do not entitle to
the dividend for the financial year 2014. 

Trading in interim shares (ISIN code: FI4000148457), representing the Offered
Shares subscribed for pursuant to primary subscription rights commenced on 24
March 2015. The interim shares will be combined with the Company's ordinary
Series B shares (ISIN code: FI0009000665) when the Offered Shares have been
registered with the Finnish trade register, on or about 31 March 2015. Trading
of the Offered Shares will commence on the official list of NASDAQ OMX Helsinki
Ltd on or about 1 April 2015. The allocated Offered Shares subscribed for
pursuant to secondary subscription rights will be recorded on the subscriber's
book-entry account directly as ordinary shares on or about 1 April 2015. 

Allocations of subscriptions for Offered Shares subscribed for pursuant to
secondary subscription rights will be confirmed by mail to each subscriber
individually. The subscription price paid for the unallocated Offered Shares
will be refunded to subscribers at latest on or about 7 April 2015. 



METSÄ BOARD CORPORATION

For further information, please contact:

Markus Holm, CFO, tel. +358 10 465 4913

Juha Laine, Vice President, Investor Relations and Communications, tel. +358 10
465 4335 



Disclaimer

The Subscription Rights and the New Shares offered by Metsä Board Corporation
will not be and have not been registered under the U.S. Securities Act of 1933
(“Securities Act”), or under any securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold or delivered
within or into the United States, except pursuant to an applicable exemption
of, or in a transaction not subject to, the Securities Act and in compliance
with the applicable securities laws of any state or other jurisdiction of the
United States. The Subscription Rights and the New Shares offered by Metsä
Board Corporation will not be offered in the United States, Australia, Canada,
Hong Kong, Japan, Singapore or South Africa or any other jurisdiction in which
it would not be permissible to honour the exercise of the Subscription Rights
or make an offer of the Subscription Rights or New Shares. This company
announcement does not constitute an offer of or an invitation by or on behalf
of, Metsä Board Corporation, or any other person, to subscribe for or purchase,
any securities. 

The issue, exercise and/or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
and Nordea Bank Finland Plc assume no responsibility in the event there is a
violation by any person of such restrictions. Nordea Bank Finland Plc is acting
exclusively for the Company and no one else in connection with the share issue
and will not regard any other person (whether or not a recipient of this
presentation) as its client in relation thereto and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for giving advice in relation to the share issue or any
arrangement referred to herein. 

The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors
must neither accept any offer for, nor acquire, any securities to which this
document refers, unless they do so on the basis of the information contained in
the applicable prospectus published or offering circular distributed by the
Company. 

The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland and Sweden. With
respect to each Member State of the European Economic Area other than Finland
and Sweden and which has implemented the Prospectus Directive (each, a
“Relevant Member State”), no action has been undertaken or will be undertaken
to make an offer to the public of securities requiring publication of a
prospectus in any Relevant Member State. As a result, the securities may only
be offered in Relevant Member States (a) to any legal entity which is a
qualified investor as defined in the Prospectus Directive; or (b) in any other
circumstances falling within Article 3(2) of the Prospectus Directive. For the
purposes of this paragraph, the expression an “offer of securities to the
public” means the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be offered so as to
enable an investor to decide to exercise, purchase or subscribe the securities,
as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State and the expression “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member
State and the expression “2010 PD Amending Directive” means Directive
2010/73/EU. 

This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth
entities, and other persons to whom it may lawfully be communicated, falling
within Article 49(2) of the Order (all such persons together being referred to
as “relevant persons”). Any investment activity to which this communication
relates will only be available to and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.