Annual General Meeting 2012 Billerud Aktiebolag (publ)

Shareholders of Billerud Aktiebolag (publ) are hereby invited to attend the
Annual General Meeting at 3 p.m. on Wednesday 9 May 2012 at Hotel Rival,
Mariatorget 3, Stockholm, Sweden. 

The premises where the meeting will be
held will be open from 2 p.m. 

Participation 

Shareholders wishing to take
part in the Annual General Meeting must:

- Be registered in the Shareholders’
Register held by Euroclear Sweden AB by Thursday 3 May 2012,
- Notify the
company of their intention to attend the Annual General Meeting not later than 4
p.m. on Thursday 3 May 2012. Notification shall be made in writing by post to
Billerud Aktiebolag, "AGM", P.O. Box 7841, SE-103 98 Stockholm, Sweden, or by
telephone to +46 8 402 90 62. Notification can also be made via the company’s
website www.billerud.se/anmalan. In their notification shareholders should state
their name, personal-/corporate identity number, address, daytime telephone
number, number of shares held and, where applicable, number of representatives
and assistants (maximum of two).

To be able to participate at the Meeting,
shareholders whose shares are registered in the name of a nominee must request
that their own names be temporarily registered in the share register kept by
Euroclear Sweden AB. This procedure, so-called voting right registration, must
be effected not later than on Thursday 3 May 2012, which means that the
shareholder must inform the nominee well in time before this date. 

If
participation is to be made through a proxy or representatives of legal
entities, the original document of their authorisation, registration certificate
and other relevant authorisation documents should be submitted in good time
before the Meeting. A form of power of attorney can be downloaded from the
company’s website, www.billerud.se/anmalan. 

An entry card entitling
participation in the Meeting will be sent out before the Meeting. If the entry
card has not arrived on time, shareholders providing proof of their identity can
obtain a new card at the information desk. 

Proposed Agenda 

1. Opening of
the Meeting. 
2. Election of chairman for the Meeting. 
3. Drawing up and
approval of voting list. 
4. Election of one or two persons to verify the
minutes. 
5. Determination as to whether the Meeting has been duly
convened. 
6. Approval of the Agenda. 
7. Presentation of the Annual Report
and the Auditors’ Report as well as the Consolidated Accounts and Consolidated
Auditors’ Report for the 2011 financial year. 
8. Report on the work of the
Board and Board Committees over the past year. 
9. Presentation by the Chief
Executive Officer. 
10. Resolution on: 
a) the adoption of the income
statement and the balance sheet as well as the consolidated income statement and
consolidated balance sheet for 2011, 
b) the appropriation of the company’s
profit according to the adopted balance sheet for 2011 and the adoption of the
record date for the dividend, and
c) discharge from personal liability for
Board Members and the CEO for their administration for the year
2011. 
11. Report from the Nomination Committee and proposals.
12. Resolution
on number of Board Members to be chosen by the Meeting. 
13. Resolution on fees
for Board Members and remuneration for Committee work and resolution on fees for
auditors. 
14. Election of Board Members and Chairman and Deputy Chairman of
the Board. 
15. Resolution on procedures for appointment of the Nomination
Committee for the 2013 Annual General Meeting. 
16. The Board’s proposal for
guidelines for remuneration to senior executives. 
17. The Board's proposal for
a decision regarding
(a) introduction of Long Term Incentive Program 2012,
and
(b) transfer of shares under the Long Term Incentive Programme
2012.
18. The Board’s proposal for a decision regarding authorisation for the
Board to transfer the company’s own shares.
19. The Board's proposal for a
decision regarding amendment of the Articles of Association regarding the name
of the company.
20. Closing of the Meeting. 

Motions 

Item 2 
The
Nomination Committee proposes that Chairman of the Board, Ingvar Petersson, be
elected chairman of the Meeting. 

Item 10 b 
The Board of Directors proposes
a dividend of SEK 3.50 per share and Monday 14 May 2012 as record day for the
dividend. If the Meeting approves the Board's proposal, payment via Euroclear
Sweden AB is expected to be sent on Friday 18 May 2012.

Item 12 
The
Nomination Committee proposes that the Board shall consist of nine (9) ordinary
members, including the Chairman and Deputy Chairman. 

Item 13 
The
Nomination Committee proposes the following: 

– that the annual fee to
ordinary Board Members not employed by the Billerud Group shall be SEK 270,000
(previously SEK 250,000) per Member, that the annual fee to the Chairman shall
be SEK 570,000 (previously SEK 525,000) and that the annual fee to the Deputy
Chairman shall be SEK 430,000 (previously SEK 400,000), 
– that the annual
remuneration for work on Board Committees be paid to members appointed by the
Board and shall be SEK 80,000 (unaltered) to the chairman of the Audit
Committee, SEK 40,000 (unaltered) to each of the other members of the Audit
Committee, SEK 50,000 (unaltered) to the chairman of the Compensation Committee
and SEK 25,000 (unaltered) to each of the other members of the Compensation
Committee;
– that fees to the auditors during the mandate period be paid by
current account. 

Item 14 
The Nomination Committee proposes that Ingvar
Petersson, Helena Andreas, Mikael Hellberg, Gunilla Jönson, Michael M.F.
Kaufmann, Ewald Nageler and Yngve Stade are re-elected as Board Members.

The
Nomination Committee proposes that Lennart Holm and Jan Homan are elected to the
Board.

Lennart Holm is Chairman of the Board of Vida AB, Perstorp Holding AB,
Nexam Chemical AB, CroViva AB, SI Technology Investments AB and Chamber Tech AB.
He is a Board member of BioMass C Holding AB, Hempel A/S, Lahega Kemi AB, Vigmed
AB and a senior advisor of PAI partners. He is also vice Chairman of the Board
of SOS Children Villages Sweden. Lennart Holm has previously held various
positions in Stora Enso, in PAI partners, inter alia, as member of the
Investment Committee and head of the Nordic Team and as Board Member of
Industrifonden and Chr Hansen AS.  Lennart Holm has a Master of Science in
Chemical Engineering from Chalmers University of Technology, Gothenburg, and a
degree in Fincance and Law, Gothenburg University, Sweden.

Jan Homan is
Chairman of the Board in Constantia Flexibles Group and Board Member of the
Foundation of Alfred Umdasch. Jan Homan was previously CEO in Constantia
Flexibles Group. Jan Homan is a member of the Supervisory Board of Allianz
Elementar Versicherungs AG, Erste Group Bank AG, CPC Holdings Coöperatief U.A.
and European president of European Aluminium Foil Association and Flexible
Packaging Association. Jan Homan has studied Economics at the University of
Commerce, Vienna, Austria.

The Nomination Committee further proposes that the
Annual General Meeting re-elects Ingvar Petersson as Chairman of the Board and
Michael M.F. Kaufmann as Deputy Chairman.

Item 15 
The Nomination Committee
proposes that procedures for the appointment of the Nomination Committee for the
2013 Annual General Meeting be as follows: 

The Nomination Committee shall
comprise no more than four members. The Chairman of the Board shall be the
secretary of the Nomination Committee. During the autumn of 2012 the Chairman
shall contact the major shareholders (judged by size of shareholding) regarding
the formation of a Nomination Committee. The names of the members of the
Nomination Committee, and the names of the shareholders they represent, shall be
published six months at the latest prior to the 2013 Annual General Meeting and
be based upon the known shareholding immediately prior to the announcement.
Unless Committee members decide otherwise, the Chairman of the Nomination
Committee shall be the member representing the largest shareholder (judged by
size of shareholding). The Committee forms a quorum when more than half of its
members are present. 

If during the Committee’s mandate period one or more of
the shareholders represented on the Nomination Committee are no longer among the
largest shareholders, then their representatives shall resign their positions
and the shareholder or shareholders who have become among the largest
shareholders shall have the right to appoint their representatives. Unless there
is special cause, no changes shall be made to the composition of the Nomination
Committee if only minor changes in shareholding have been made, or the changes
take place later than two months prior to the Annual General Meeting that will
decide on proposals made by the Committee. 

Shareholders who appoint members
to the Nomination Committee have the right to dismiss their representative and
appoint a new one. Equally, the shareholder whose representative requests to
leave the Committee before its work is completed has the right to replace such a
representative. Changes to the composition of the Nomination Committee shall be
published as soon as they take place. 

The Nomination Committee shall produce
proposals for the following items to be decided by the 2013 Annual General
Meeting: (a) proposal for chairman of the Meeting, (b) proposal for number of
Board Members, (c) proposal for nomination of Board members, Chairman and Deputy
Chairman of the Board, (d) proposals for nomination of auditors, (e) proposals
for Board fees and distribution between Chairman and Deputy Chairman of the
Board and other Members, and possible remuneration for Committee work, (f)
proposal for fees to auditors, and (g) proposal for procedures for appointing
the Nomination Committee. 

The Nomination Committee shall make available the
requisite information to the company so that Billerud can meet the information
requirements of the Swedish code of corporate governance. 

Furthermore, the
Nomination Committee shall in performing its duties meet the requirements set by
the Swedish code of corporate governance for nomination committees, and Billerud
shall at the request of the Nomination Committee provide staff resources, such
as secretary of the Committee, in order to facilitate the Committee’s work. If
so required, Billerud shall also pay reasonable costs for external consultants
and similar which are considered necessary by the Committee for it to perform
its duties.

Item 16 
The Board proposes that the Meeting approve the
following guidelines for remuneration to the executive officers. Executive
officers are the CEO and other members of the senior management
team. 

Billerud shall set the remuneration levels and employment terms that
are appropriate in order to recruit and keep a management team with a high level
of competence and the capability to achieve established goals. Remuneration
shall motivate executives to do their utmost to secure shareholders’ interests.
Remuneration may be in the form of fixed salary, variable salary, long-term
incentive programs and other benefits such as pension or company car. Fixed and
variable salary shall be set in relation to competence, area of responsibility
and performance. Variable remuneration will be based on outcomes in relation to
established targets and shall be a maximum of a fixed percentage of annual fixed
salary and vary between 30 per cent and 45 per cent. However, variable
remuneration shall only be paid on condition that the company's operating result
is positive. Long-term incentive programs within the company shall primarily be
linked to certain pre-determined financial and share price related performance
criteria. The programs shall ensure long-term commitment to the development of
the company and shall be implemented on market terms. Long-term incentive
programs shall run for at least three years. For more information about the
existing long-term incentive programs adopted by the 2010 and 2011 Annual
General Meeting respectively, see the company’s annual report and website. For
further information regarding the proposed Long Term Incentive Program 2012,
please see the Board's proposal according to item 17 on the agenda. Pension
benefits shall either be defined-benefit or defined-contribution, and normally
give an entitlement to pension from age 65. In some cases the retirement age may
be lower, although 62 is the lowest retirement age. Six to twelve months is the
normal notification period for termination of employment, and severance pay
shall be a maximum of 12 months’ salary in the event of dismissal by the
company.

Remuneration and employment terms for the CEO are prepared by the
Compensation Committee and decided by the Board. Remuneration and employment
terms for members of the senior management team are decided by the CEO, after
approval from the Compensation Committee. 

The Board of Billerud has the
right to deviate from these guidelines in individual cases if there is a good
reason.

Item 17
The Board of Directors proposes that the Meeting decide on
the introduction of the Long Term Incentive Program ("LTIP 2012") and transfer
of shares under the Long Term Incentive Program.

a) INTRODUCTION OF LONG TERM
INCENTIVE PROGRAM 2012

LTIP 2012 in brief
The Board proposes a new long term
incentive program ("LTIP 2012") based on essentially the same conditions as the
long term incentive program that was adopted by the 2011 Annual General Meeting
("LTIP 2011"). The Board of Director's main objective with the proposal of LTIP
2012 is to strengthen Billerud’s capability to retain the best talent for key
leadership positions. The aim is further to stimulate the managers and key
employees whose efforts have direct impact on Billerud’s result, profitability
and value growth, to increased efforts by aligning their interests and
perspectives with those of the shareholders. LTIP 2012 comprises up to 20
persons consisting of CEO, CFO, Senior Vice President Corporate Human Resources,
Technical Director, Production Director and Business Area Directors, Mill
Managers, CEO of Billerud Skog AB and other key employees. To participate in
LTIP 2011, the participants must purchase Billerud shares at market price on
NASDAQ OMX Stockholm ("Saving Shares"). Previously held Billerud shares which
are not allocated to previously adopted long-term incentive programs are also
included in the Saving Shares. Participants are offered to allocate Saving
Shares not exceeding a number equal to 10 per cent of the participant's base
salary as per year end 2011 divided by the closing price of the Billerud share
per the last trading day of 2011, i.e. December 30, 2011 (SEK 58.50). Saving
Shares shall normally be purchased or allocated to the program during a period
of approximately two weeks during May 2012, after the Annual General Meeting. In
the event of new hires of managers and key employees after that period, an offer
to participate might still be given under LTIP 2012 and purchases and
allocations of Saving Shares be granted to those managers and key employees
until the end of November 2012. In the event of the participant having insider
information regarding Billerud, an offer to participate might still be given
under LTIP 2012 and purchases and allocations of Saving Shares be granted to
those managers and key employees until the end of December 2012. Thereafter, the
participants will be alloted Billerud shares, free of charge, after the vesting
period of three years, commencing on the day when the LTIP 2012 agreement is
entered into and ending in conjunction with the publication of Billerud's first
quarter report for the year 2015, provided that certain conditions are
fulfilled.

Matching Share Right
For each Saving Share that the participant
invests in and locks in to LTIP 2012, the participant is, free of charge,
allotted one (1) Matching Share Right, which entitles the participant to, free
of charge, receive one (1) Billerud share, based on the following conditions:
(i) the participant must remain employed within the Billerud Group during the
Vesting Period; and (ii) all Saving Shares must be retained during the Vesting
Period.

Performance Share Right
For each Saving Share that the participant
invests in and locks in to LTIP 2012, the participant is, free of charge,
allotted three (3) Performance Share Rights. The Performance Share Rights are
divided into three series, series A-C. The allotment of Billerud Shares due to
Performance Share Rights of series A-C requires that the conditions for the
Matching Share Rights are fulfilled. In addition, allotment of Billerud Shares
due to Performance Share Rights requires fulfillment of certain performance
conditions. The performance conditions for the Performance Share Rights of
series A relate to Billerud's average operating margin for the period 2012-2014.
The performance conditions for the Performance Share Rights of series B relate
to Billerud's EBIT margin in comparison with the average operating margin for
the period 2012-2014 for a peer group of certain selected companies. The
performance conditions for the Performance Share Rights of series C relate to
Billerud's total shareholder return for the period 2012-2014 in comparison with
the total shareholder return for the period 2012-2014 for a peer group of
certain listed Nordic companies.

Terms and conditions for the Share
Rights
In addition to what has been stated above, the following terms and
conditions apply for both the Matching Share Rights and the Performance Share
Rights:
• The Share Rights are intended to be allotted, free of charge, during
May 2012. The Board of Directors is authorized to do allotments within the scope
of LTIP 2012 due to new hires made after the first date of allotment, however
not later than November 2012, in case allotments cannot be made due to the
participant having insider information regarding Billerud, however no later than
end of December 2012 or in the case that Billerud is unable to lauch LTIP 2012
during May 2012, however not later than November 2012.
• The participants are
not entitled to transfer, pledge or dispose the Share Rights or perform any
shareholder's rights regarding the Share Rights during the Vesting
Period.
• Allotment, free of charge, of Billerud shares, on the basis of the
Share Rights, will take place after the publication of Billerud's first quarter
report for the year 2015, however not earlier than three years after the LTIP
2012 agreement is entered into.
• Billerud will make no adjustments or
compensations to the participants of LTIP 2012 due to dividend regarding the
shares that the respective Share Right qualifies for.
• The maximum profit per
participant is limited to an amount of SEK 220 per Share Right, equal to a
maximum of 18 monthly salaries. The calculation shall be done based on the
salary on which the calculation of the number of Saving Shares that the
participant has a right to purchase has been done (see item 1.4 above). In the
event that the profit, when calculating the allotment according to LTIP 2012,
should exceed this maximum limit of SEK 220 per Share Right, adjustment shall be
made by consequently decreasing the number of Billerud shares that the
participant is entitled to receive.

The Board of Directors, or a certain
committee appointed by the Board of Directors, shall be responsible for
determining the detailed terms and the administration of LTIP 2012, however
within the scope of herein given frames and directions.

Scope
In total, LTIP
2012 comprises a maximum of 60,700 Saving Shares, which can involve allotment of
in total a maximum of 242,800 Billerud shares (a maximum of 60,700 due to the
Matching Share Rights and a maximum of 182,100 due to the Performance Share
Rights). An additional 57,000 Billerud shares are assigned for shares that can
be transferred by Billerud in order to hedge certain costs, mainly social
security costs. The maximum number of Billerud shares which are included in the
LTIP 2012 are thus 299,800, which correspond to approximately 0,3 per cent of
the number of outstanding Billerud shares and the number of outstanding votes.
The number of shares included in the LTIP 2012 shall be subject to recalculation
due to bonus issues, consolidation or share split, new issue of shares or
similar measures carried out by Billerud according to accepted practice for
similar incentive programs. In order to secure delivery of Billerud shares under
LTIP 2012, the Board of Directors proposes that the Board of Directors shall
have the right to decide on alternative methods for transfer of Billerud shares
under LTIP 2012. The Board of Directors therefore proposes to have the right to
decide to transfer own Billerud shares (under item b below) or to enter into so
-called equity swap agreements with a third party in order to meet the
requirements under LTIP 2012. Based on the use of the closing price for the
Billerud share on 23 February 2012, a theoretical assumption of a yearly
increase of 10 per cent of the share price, a 59 per cent fulfillment of the
performance conditions and estimations on turnover of personnel and a Vesting
Period of three years, the cost for LTIP 2012 including social security costs
equals approximately SEK 10,000,000, which is on annualized basis equivalent to
approximately 0.2 per cent of Billerud's total staff costs for the financial
year 2011. The maximum cost for LTIP 2012, based on the above assumptions,
equals approximately SEK 27,000,000, including SEK 17,000,000 in social security
costs.

The Board of Directors proposal
Referring to the above-mentioned
description, the Board of Directors proposes that the Annual General Meeting
resolves to adopt LTIP 2012.

b) TRANSFER OF SHARES WITH REFERENCE TO LONG
TERM INCENTIVE PROGRAMS

Background
In order to implement the LTIP 2012 in a
cost efficient and flexible manner, the Board of Directors has considered
different hedging methods for the transfer of shares under the program. Based on
these considerations, the Board of Directors intends to secure delivery of
Billerud shares under LTIP 2012, by way of entering into an equity swap
agreement with a third party (in accordance with the above), or, provided that
the Annual General Meeting resolves in accordance with this item on the agenda,
by way of transfer of Billerud's own shares held in treasury.

The Board of
Directors proposal
The Board of Directors proposes that the Annual General
Meeting resolves on transfer of shares in accordance with the terms and
conditions set out below:
(i) Transfer may be made of a maximum of 242,800
Billerud shares to be transferred to participants in the LTIP 2012 (or the
higher number of shares that may result from the conversion under the terms of
the program due to changes bonus issue, consolidation or share split, new issue
of shares or similar actions carried out by Billerud, according to accepted
practice for similar incentive programs),
(ii) Transfer of shares shall be made
free of charge at the time and in accordance with the conditions that the
participants in LTIP 2012 are entitled to receive allotment of
shares.
(iii) Further, the Billerud shall have the right, prior to the Annual
General Meeting 2013, to
- divest a maximum of 83,000 shares of Billerud's
total own holdings of Billerud shares for the purpose of covering certain costs
for LTIP 2010;
- divest a maximum of 64,000 shares of Billerud's total own
holding of Billerud shares, for the purpose of covering certain costs for LTIP
2011; and
- divest a maximum of 57,000 shares of Billerud's total own holdings
of Billerud shares, for the purpose of covering certain costs for LTIP
2012.
(iv) Divestment of the shares under this item, shall be effected at
NASDAQ OMX Stockholm at a price within the price interval registered at each
time for the share.

The reasons for the deviation from shareholders'
preferential rights are that the transfer of the shares is a step to achieve
LTIP 2010, LTIP 2011 and LTIP 2012. Therefore, and in light of the above, the
Board considers it to be an advantage for Billerud to transfer and divest shares
in accordance with the above proposal in order to meet the requirements of the
approved incentive program.

Item 18
The Board proposes that the Meeting
authorise the Board during the period up to the next Annual General Meeting, on
one or more occasions and with deviation from preferential rights for
shareholders, to reach a decision regarding the transfer of Billerud shares that
the company holds at the time of the Board’s decision, either to a third party
as payment in connection with acquisition of companies, and/or as a transfer on
the stock exchange in order to raise liquid funds for payment in connection with
such acquisitions. Payment for transferred shares may be made in cash, and for a
transaction other than via the stock exchange, through contribution of property
or set-off of a receivable against the company. A transfer on NASDAQ OMX
Stockholm may only be carried out at a price per share within the range of share
prices registered for the company at any given time. Any other transfer may take
place at the market value, as a minimum, determined by the Board. The reason for
enabling the Board to deviate from the principle of preferential rights for
existing shareholders is to give the Board the required capacity to carry out
the acquisition of all or parts of other companies and businesses. 

Item
19
The Board proposes that the Meeting resolves to amend Section 1 in the
Articles of Association so that the company name shall be Billerud Aktiebolag
(publ).

Number of shares
At the time of the issuance of this notice there
are 104,834,613 shares in the company representing one vote each. Thus the total
number of votes is 104,834,613. The company owned 1,720,314 of its own shares,
which may not be represented at the Meeting. The total number of votes in the
company was therefore 103,114,299. 

Specific majority requirements for the
Board's proposals under item 17, 18 and 19
To be valid, the Meeting’s decision
concerning item 17a must gain the support of shareholders representing at least
half of the votes cast by shareholders attending the meeting and to be valid,
the Meeting’s decision concerning item 17(b) must gain the support of
shareholders representing at least nine-tenths of both the votes cast and the
shares held by shareholders attending the meeting. The Board’s proposal pursuant
to item 17(b) is conditional on that the Board’s proposal regarding the
introduction of a Long Term Incentive program 2012 has been approved by the
General Meeting of Shareholders. The Meeting’s decision concerning items 18 and
19 must gain the support of shareholders representing at least two-thirds of
both the votes cast and the shares held by shareholders attending the
meeting.

Documentation 
The Nomination Committee’s complete proposals for
decisions for items 2, 12-15 and the Board of Directors' complete proposal for
item 19 are stated above. The company’s Annual Report and the Auditors’ Report
for the 2011 financial year and the complete proposals for decisions concerning
items 10b and 16-18 and the auditor's statement according to Chapter 8 Section
54 of the Swedish Companies Act will be made available by the company no later
than on 18 April 2012. Report on the work of the Nomination Committee ahead of
the 2012 Annual General Meeting including the Nomination Committee’s statement
regarding proposals for the Board etc. will be made available by the company no
later than on 2 April 2012. All of the above mentioned documentation will be
made available at the company's office on Frösundaleden 2 B, Solna, Sweden, and
will be sent by post to shareholders who have requested to receive the documents
and have stated their postal address. The documents are also available via the
company’s website, www.billerud.com.

Information on the shareholders’ right
to request information
Upon request by any shareholder and where the Board of
Directors believes that such may take place without significant harm to the
company, the Board of Directors and managing director shall provide information
at the General Meeting in respect of any circumstances which may affect the
assessment of a matter on the agenda and any circumstances which may affect the
assessment of the company’s financial position. The duty to provide information
shall also apply to the company’s relationship to other group companies and
group accounts and such circumstances regarding subsidiaries as specified in the
previous sentence.

Solna, March 2012

The Board of Directors

Non-Swedish
speaking shareholders

For the convenience of non-Swedish speaking
shareholders the proceedings of the Annual General Meeting will be
simultaneously interpreted into English. This service may be requested when
attendance to the Annual General Meeting is notified.

For further
information, please contact:
Ingvar Petersson, Chairman, +46 70 595 76
05
Sophie Arnius, Investor Relations Manager, +46 8 553 335 24, +46 70 590 80
72
The information is such that Billerud AB is obligated to publish under the
Swedish Securities Market Act. Submitted for publication at 11.00 CET on 2 April
2012.
Billerud – “The Natural Part in Smarter Packaging”. Packaging manufacturers and
brand owners are offered added value in the form of brand-strengthening,
productivity-boosting and environment-enhancing packaging solutions. Billerud
has a world-leading market position within primary fibre-based packaging paper.
Billerud has annual sales of around SEK 9 000 million and is listed on NASDAQ
OMX Stockholm. www.billerud.com