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Regulatory
Press release
7 May 2002, 19:23 CET

Press release for the AGM of Billerud

Press release for the Annual General Meeting of Billerud AB (publ) held on 7 May 2002 CEO's Statement In CEO's statement was mentioned that the market outlook from the latest interim report still is valid. The market situation for packaging paper is currently relatively good. Billerud has noted an improvement in orders in recent months. The pressure on prices that characterised the market last year has ended. He added that Billerud is having a dialogue with customers regarding price increases in several product segments and markets. The result of these discussions are not known at present, but the effect of the price increases will in this case be noted in the earnings statement later on this year. The demand situation for market pulp has improved. Price increases have been announced and carried out, both for long fibre and short fibre pulp. Resolutions by the Meeting Dividend The Meeting approved the Board's proposal of a dividend of SEK 3.50 per share. The record day will be 13 May 2002 and it is expected that the dividend will be distributed by VPC AB (the Swedish Register Center) on 16 May 2002. Election of Board members The Meeting re-elected Ingvar Petersson, Björn Björnsson, Per Lundberg, Yngve Stade, Meg Tivéus and Bert Östlund to the Board of Directors. Nominations committee It was announced at the Meeting that a nominations committee would be formed for next year's AGM. The Chairman of the Board will contact the larger shareholders prior to the formation of the committee. The names of committee members will be announced in connection with the publication of the interim report for the third quarter. Decision regarding directed placement of convertible debentures The Meeting decided to issue convertible debentures to employees in accordance with the Board's proposal. Convertible debentures of a nominal maximum amount of SEK 140,000,000 will be available for subscription by employees of the Billerud Group in Sweden. Employees will be able to subscribe for a maximum of SEK 150,000 each, and will be guaranteed, under current market conditions, an allotment of around SEK 50,000 each. Subscription shall take place between 14 May and 23 May 2002. Payment shall be made by 20 June 2002 at the latest. The issue price shall be equivalent to the nominal amount of the convertible debentures and is expected to be equivalent to the market value. The term of the debentures is from 20 June 2002 with annual interest calculated using STIBOR less 1.28 percentage points, to be paid annually in arrears. The debentures mature for payment on 20 June 2007, if not converted prior to this date. Conversion to shares shall be permissible from 21 February 2006 until 15 May 2007 at a conversion price equivalent to 115 per cent of the average, calculated in a specified manner, of the listed price paid for the company's shares on Stockholmsbörsen (the Stockholm Stock Exchange) during the period 14 May to 21 May 2002. The share capital will increase at most by SEK 20,109,300. Upon full conversion, the dilution effect will be at most 2.5 per cent of the share capital and voting rights, which would mean that the profit per share reported for 2001 would, after conversion, be reduced by SEK 0.34 from SEK 13.81 to SEK 13.47. Authorisation for the Board to resolve on the acquisition of the company's own shares The meeting resolved to authorise the Board to, during the period up to the next Annual General Meeting, on one or more occasions, resolve on the acquisition of the company's own shares. Acquisition of shares may be made consecutively on Stockholmsbörsen only within the registered price range on the stock exchange in a given period, where the range is between the highest bid price and the lowest price offered. The amount of shares acquired at each time shall not result in the company's holding of its own shares exceeding one tenth of the total number of shares in Billerud AB (publ). The purpose of any acquisition is to enable an adjustment of the company's capital structure and in this way contribute to a more effective use of the company's resources. Authorisation for the Board to resolve on the transfer of the company's own shares The meeting resolved to authorise the Board to, during the period up to the next Annual General Meeting, on one or more occasions and with deviation from the shareholders preferential rights, resolve on the transfer of acquired Billerud shares to a third party as payment in connection with a company acquisition, the number of shares to be up to the number of shares in the company that is owned by Billerud on each occasion. Payment for transferred shares may be paid in cash, through contribution of property or set-off, or otherwise under additional conditions. Transfers in connection with company acquisitions shall be made minimum at a market value assessed by the Board. Billerud AB (publ) has not previously acquired any of its own shares. The reason for deviating from the shareholders preferential rights is to provide the capability to carry out acquisitions of all or part of other companies and businesses. Information regarding free sale or additional purchase at reduced commission It was announced at the Meeting that the Board had decided on the same day to offer all shareholders with shareholdings as of 14 May 2002 below 100 shares to either sell their holding free of charge or buy additional shares so that their holding amounts to 100 shares, at a reduced commission of SEK 80. Detailed information will be sent to shareholders affected by the offer. Further information about Billerud AB can be found at www.billerud.com Stockholm 7 May 2002 Billerud AB (publ) Bert Östlund CEO For further information, please contact: Ingvar Petersson, Board member, +46 70 595 7605 Bert Östlund, CEO, +46 8 553 335 00 or +46 70 518 2757 ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net