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Ahlstrom-Munksjö Oyj : Decisions taken by the Extraordinary General Meeting

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Ahlstrom-Munksjö Oyj’s Extraordinary General Meeting was held in Helsinki today.
Authorization of the Board of Directors to resolve on a share issue

Ahlstrom-Munksjö has on July 23, 2018 signed an agreement to acquire Expera Specialty Solutions, a U.S. based specialty paper producer, to expand its presence in North America and further strengthen its offering of advanced custom-made fiber based materials. The purchase price payable is USD 615 million (EUR 526 million) on a cash and debt free basis, subject to an agreed post completion adjustment. The Transaction has been described in more detail in the Company’s stock exchange release published on July 23, 2018. The completion of the Transaction is expected during the second half of 2018.

To finance part of the Transaction, Ahlstrom-Munksjö plans to conduct a share issue of approximately EUR 150 million, which is expected to be launched during the fourth quarter of 2018.

The EGM authorized the Board of Directors to resolve on the issuance of a maximum of 20,000,000 new shares pursuant to the shareholders’ pre-emptive subscription right (rights offering). The authorization includes the right for the Board of Directors to resolve upon the issuance of shares that at the end of the subscription period of the rights offering may remain unsubscribed for pursuant to the shareholders’ pre-emptive subscription right to parties determined by the Board of Directors (i.e. in derogation from the pre-emptive right of the shareholders). The Board of Directors is authorized to determine all other terms and conditions of the issuance of new shares.

The authorization is valid until the close of the next Annual General Meeting, however, no longer than until June 30, 2019, and it does not revoke the Company’s share issue authorization resolved upon by the Annual General Meeting held on March 21, 2018.
Resolution on the number of members of the Board of Directors and election of new member of the Board of Directors

The EGM resolved in accordance with the proposal of the Nomination Board that the number of Board members be nine.

The EGM resolved in accordance with the proposal of the Nomination Board to elect Lasse Heinonen as new member of the Board.

Lasse Heinonen was elected for the period ending at the close of the next Annual General Meeting and shall be paid annual fees in proportion to the length of his term of office.

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