Munksjö Oyj - Decisions of extraordinary general meeting

Munksjö Oyj: Decisions taken by the Extraordinary General Meeting

MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE 11 January 2017 at 13:05 CET
Helsinki, Finland

Munksjö Oyj: Decisions taken by the Extraordinary General Meeting

Munksjö Oyj’s Extraordinary General Meeting (“EGM”) was held in Helsinki today.

Resolutions relating to the combination

a) Resolution on the merger

The EGM resolved to approve the combination of Munksjö’s and Ahlstrom
Corporation’s (“Ahlstrom”) business operations through a statutory absorption
merger of Ahlstrom into Munksjö pursuant to the Finnish Companies Act and
approve the merger plan. The completion of the combination is subject to, inter
alia, merger control approvals from relevant competition authorities. The
registration of the execution of the merger is expected to take place in the
beginning of the second quarter of 2017.

Further, the EGM resolved on the amendments to Section 1, the first sentence of
Section 2, Section 4 and Section 6 of the Articles of Association of Munksjö, as
set out below as part of the merger.

”1 § The name of the Company is Ahlstrom-Munksjö Oyj. The domicile of the
Company is Helsinki.”;

”2 § The Company’s field of business is to engage in the manufacture, converting
and sale of fiber-based solutions and products and in other related or
supporting activities.”;

”4 § The Board of Directors of the Company shall comprise a minimum of four (4)
and a maximum of twelve (12) ordinary members.”; and

”6 § The Company shall have one (1) auditor, which shall be an audit firm
authorised by the Finnish Patent and Registration Office.”

The shareholders of Ahlstrom shall receive as merger consideration 0.9738 new
shares of Munksjö for each share owned in Ahlstrom, that is, the merger
consideration shall be issued to the shareholders of Ahlstrom in proportion to
their existing shareholding with a ratio of 0.9738:1. In case the number of
shares received by a shareholder of Ahlstrom as merger consideration would be a
fractional number, the fractions shall be rounded down to the nearest whole
number. Fractional entitlements to new shares of Munksjö shall be aggregated and
sold in the market and the proceeds will be distributed pro rata to Ahlstrom’s
shareholders being entitled to receive fractional entitlements. Any costs
related to the sale and distribution of fractional entitlements shall be borne
by Munksjö.

b) Resolution on the number of members of the Board of Directors

The EGM resolved in accordance with the proposal of the Board of Directors that
the number of members of the Board of Directors shall be eleven (11).

c) Resolution on the remuneration of the members of the Board of Directors

The EGM resolved in accordance with the proposal of the Board of Directors that
the members of the Board of Directors of Munksjö to be elected for a term of
office commencing on the date of registration of the execution of the merger and
expiring at the end of the first Annual General Meeting of Munksjö following the
date of registration of the execution of the merger be paid the following
remuneration: to the Chairman of the Board of Directors EUR 80,000 per year, to
the Vice Chairman of the Board of Directors EUR 50,000 per year and EUR 40.000
per year to the other members of the Board of Directors. The Chairman of the
Audit Committee shall receive EUR 12,000 per year and the ordinary members of
the Audit Committee EUR 6,000 per year each. The Chairman of the Remuneration
Committee shall receive EUR 6,000 per year and the ordinary members of the
Remuneration Committee EUR 3,000 per year each.

Travel expenses are reimbursed in accordance with the company’s travel policy.

The annual remuneration of the members elected hereunder shall be paid in
proportion to the length of their term of office.

d) Election of the members of the Board of Directors

The EGM resolved in accordance with the proposal of the Board of Directors that
Peter Seligson, Elisabet Salander Björklund, Sebastian Bondestam, Alexander
Ehrnrooth, Hannele Jakosuo-Jansson, Mats Lindstrand and Anna Ohlsson-Leijon,
current members of the Board of Directors of Munksjö, be conditionally elected
to continue to serve on the Board of Directors of Munksjö and that Hans
Sohlström, Jan Inborr, Johannes Gullichsen and Harri-Pekka Kaukonen, current
members of the Board of Directors of Ahlstrom, be conditionally elected as
members of the Board of Directors of Munksjö for the term commencing on the date
of registration of the execution of the merger and expiring at the end of the
next Annual General Meeting of Munksjö following the date of registration of the
execution of the merger.

e) Authorisation of the Board of Directors to resolve on the payment of funds
from the reserve for invested unrestricted equity

The EGM resolved in accordance with the proposal of the Board of Directors to
authorise the Board of Directors of Munksjö to resolve, based on the audited
financial statements of the company for 2015, by one or several resolutions, on
an extra payment of funds from the company’s reserve for invested unrestricted
equity as return of equity in the total amount of maximum EUR 0.45 per each
outstanding share in the company (representing a maximum total amount of
approximately EUR 22,842,711 after excluding the treasury shares held by the
company) to the shareholders of Munksjö prior to the completion of the
combination. The return of equity shall be paid prior to the registration of the
execution of the merger. The authorisation shall be valid until the close of the
next Annual General Meeting of Munksjö.

The minutes of the Extraordinary General Meeting

The minutes of the meeting will be available on www.munksjo.com/egm as from 25
January 2017, at the latest.

Munksjö Oyj

For further information, please contact:

Anna Selberg, SVP Communications, tel. +46 10 250 10 32
Laura Lindholm, Head of Investor Relations, tel. +46 72 703 63 36

Notice to Shareholders in the United States

The new shares in Munksjö have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any of
the applicable securities laws of any state or other jurisdiction of the United
States. The new shares in Munksjö may not be offered or sold, directly or
indirectly, in or into the United States (as defined in Regulation S under the
Securities Act), unless registered under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act and in
compliance with any applicable state securities laws of the United States. The
new shares in Munksjö will be offered in the United States in reliance upon the
exemption from the registration requirements of the Securities Act provided by
Rule 802 thereunder.

Munksjö and Ahlstrom are Finnish companies. Information distributed in
connection with the merger and the related shareholder votes is subject to
disclosure requirements of Finland, which are different from those of the United
States.

It may be difficult for Ahlstrom’s shareholders to enforce their rights and any
claim they may have arising under the U.S. federal securities laws in respect of
the merger, since Munksjö and Ahlstrom are located in non-U.S. jurisdictions,
and all of their officers and directors are residents of non-U.S. jurisdictions.
Ahlstrom’s shareholders may not be able to sue Munksjö or Ahlstrom or their
officers or directors in a court in Finland for violations of the U.S.
securities laws. It may be difficult to compel Munksjö and Ahlstrom and their
affiliates to subject themselves to a U.S. court’s judgment.
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