Settlement of acquisition of shares in Rottneros AB


This press release may not, directly or indirectly, be distributed or published
in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United
States. The offer is not being made to (and acceptances will not be accepted
from) persons in those countries or elsewhere where their participation requires
further documentation, filings or other measures in addition to those required
by Swedish law.
The Management Board of Arctic Paper S.A. (“Company”) hereby notifies that on
December 20 and 21, 2012, a settlement has been made in respect of the
transaction comprising acquisition of shares in Rottneros AB, a company
organized under the laws of Sweden (”Rottneros”), as a result of the tender
offer for the sale or exchange of shares in Rottneros, which the Company
notified of in the current report no. 20/2012 of November 7, 2012 (“Tender
Offer”).

On the basis of the resolution no. 2 of the Extraordinary General Meeting of the
Company, on December 3, 2012, the Company issued 10,740,983 series B
subscription warrants (the “Subscription Warrants”) authorizing to subscribe for
the same number of series F shares in the Company (i.e. 10,740,983 series F
shares in the Company with the nominal value of PLN 1 per share) (the “New
Shares”). All Subscription Warrants were subscribed by the Company’s majority
shareholder – a Swedish company, Trebruk AB (former name Arctic Paper AB)
(“Trebruk”) – which subsequently exercised its rights attached to all
Subscription Warrants by way of subscribing for the New Shares being issued by
the Company on the basis of resolution no. 2 of the Extraordinary General
Meeting of the Company of December 3, 2012. The New Shares were subscribed by
Trebruk at the issue price being the PLN (Polish zloty) equivalent of SEK
(Swedish crowns) 12.28632479 per New Share, calculated according to the sale
exchange rate of the National Bank of Poland effective on the date of
subscribing for New Shares (i.e. on December 19, 2012). All New Shares were paid
with cash contribution by way of contractual set-off of Trebruk’s claim towards
the Company for repayment of the debt resulting from the loan agreement
concluded on December 14, 2012 by the Company (as the borrower) with Trebruk (as
the lender), the subject of which were the shares in the Company allocated to
the shareholders of Rottneros with respect of the Tender Offer (“Loan
Agreement”) against the Company’s claim towards Trebruk for payment of the issue
price of the New Shares. The information regarding adoption of a resolution on
the right to issue Subscription Warrants was provided by the Company, among
others, in the current report no. 30/2012 of December 4, 2012. The information
regarding the Loan Agreement was provided by the Company, in the current report
no. 38/2012 of December 21, 2012.

As a result of the performance of the aforementioned transaction, the share
capital of the Company was increased by PLN 10,740,983.00, up to the total
amount of PLN 66,144,483.00.

As a result of the Tender Offer, the Company acquired 59,090,342 shares in
Rottneros, which constitutes 38.7% of the outstanding shares in Rottneros and
38.7% of the outstanding votes on the General Meeting of Rottneros. The Company
waived the Tender Offer condition reserved to its benefit regarding exceeding
90% of the outstanding shares in Rottneros as a result of the Tender Offer.

The Company acquired from minor shareholders, pursuant to the terms of the
Tender Offer, 1,713,294 shares in Rottneros as a result of sale thereof for the
total amount of SEK 3,940,576.20, which according to the foreign exchange rates
table of the National Bank of Poland no. 247/A/NBP/2012 of December 20, 2012,
constitutes the equivalent of PLN 1,852,070.81. As a result of exchange of the
shares in Rottneros into the Shares, 57,377,048 shares in Rottneros were
acquired by the Company.

Arctic Paper S.A.


For additional information, please contact:

Olle Grundberg, chairman of the supervisory board of Arctic Paper, tel. +46 70
654 44 20

This information is disclosed pursuant to art. 56 section 1 item 1 of the Polish
Offering Act, and was submitted for publication on 22 December 2012 at 3.00 pm
CET.

Attachments

12227169.pdf