Notice of Ahlstrom Corporation's Extraordinary General Meeting - Seite 2

In order to complete the Combination, the Board of Directors of Ahlstrom proposes that the Extraordinary General Meeting would (i) resolve on the statutory absorption merger of Ahlstrom into Munksjö, including the approval of the merger plan; as well as (ii) authorize the Board of Directors of Ahlstrom to resolve on the payment of an extra dividend in the total amount of maximum EUR 0.49 per each outstanding share in the Company (representing a maximum total amount of approximately EUR 22,832,949 after excluding the treasury shares held by the Company) to the shareholders of Ahlstrom prior to the completion of the Combination, all as further set out below.

Ahlstrom's existing shareholders representing in the aggregate approximately 32.9 percent of all the shares and votes in the Company have undertaken that they will attend the Extraordinary General Meeting and vote for the proposals of the Board of Directors.

The following proposals of the Board of Directors of Ahlstrom form an entirety that requires the adoption of all its individual items by a single resolution.

6 a) Resolution on the merger

For the purpose of the completion of the Combination, the Board of Directors of Ahlstrom and Munksjö approved on November 7, 2016 a merger plan, which was registered with the Trade Register of the Finnish Patent and Registration Office on November 7, 2016. Pursuant to the merger plan, Ahlstrom shall be merged into Munksjö through an absorption merger, so that all assets and liabilities of Ahlstrom shall be transferred without a liquidation procedure to Munksjö in a manner described in more detail in the merger plan.

The Board of Directors of Ahlstrom proposes that the Extraordinary General Meeting resolves on the merger of Ahlstrom into Munksjö in accordance with the merger plan and approves the merger plan.

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 the 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.