Invitation to Annual General Meeting 2015

Shareholders in Holmen Aktiebolag (publ) (corp. reg. no. 556001-3301) are hereby
invited to attend the Annual General Meeting at 3.00 pm CET on Thursday 16 April
2015 in Vinterträdgården, Grand Hôtel (Royal entrance), Stallgatan 6, Stockholm,
Sweden.
Registration etc.

Shareholders wishing to participate in the Meeting shall:

be entered in the register of shareholders maintained by Euroclear Sweden AB on
Friday 10 April 2015;

give notice of participation by Friday 10 April 2015 at the latest, preferably
before 5.00 pm CET, to Holmen AB, Group Legal Affairs, P O Box 5407, SE-114 84
Stockholm, Sweden, stating the number of assistants. Notice may also be given by
telephone: +46 (0)8 666 21 11 or via the company’s website: www.holmen.com.

Shareholders whose shares are registered under a nominee name must temporarily
re-register them in their own names with Euroclear Sweden to be entitled to
participate. Such re-registration must be completed by Friday 10 April 2015.
This means that shareholders must notify their account operator of their
intention well ahead of this date. Shareholders who wish to be represented by a
proxy may obtain a proxy form from the company. A proxy form is also available
on the company’s website: www.holmen.com.

Proposed agenda

1  Opening of Meeting

2  Election of Chairman of Meeting

3  Preparation and approval of voting list

4  Approval of agenda

5  Election of adjusters to approve the minutes of the Meeting

6  Resolution concerning the due convening of the Meeting

7  Presentation of the annual report and the consolidated financial statements,
and the report of the auditors and the consolidated report of the auditors.
Address by CEO.

8  Matters arising from the above reports

9  Resolution concerning the adoption of the parent company’s income statement
and balance sheet and the consolidated income statement and balance
sheet

10  Resolution concerning the proposed treatment of the company’s unappropriated
earnings as stated in the adopted balance sheet, and date of record for
entitlement to dividend

11  Resolution concerning the discharge of the members of the Board and the CEO
from liability

12  Decision on the number of Board members and auditors to be elected by the
Meeting

13  Decision on the fees to be paid to the Board and the auditor

14  Election of the Board and the Chairman of the Board

15  Election of auditor

16  Information about the Nomination Committee for the 2016 Annual General
Meeting

17  Board’s proposal regarding guidelines for determining the salary and other
remuneration of the CEO and senior management

18  Board’s proposal concerning the buy-back and transfer of shares in the
company

19  Closure of the Meeting

Nomination Committee proposals in respect of Item 2 and Items 12-15 on the
agenda

The Annual General Meeting has previously decided to set up a Nomination
Committee to submit the names of candidates for election to the Board, the fee
to be paid to the Board and, in relevant years, the election of auditors and the
auditors’ fee. Pursuant to the Annual General Meeting’s decision, the Nomination
Committee shall consist of the Chairman of the Board and one representative of
each of the three largest shareholders on 31 August each year. Prior to the 2015
Annual General Meeting, the Nomination Committee consists of Mats Guldbrand, L E
Lundbergföretagen; Alice Kempe, Kempe Foundations; Hans Hedström, Carnegie
Fonder; and Fredrik Lundberg, Chairman of the Board. Chairman of the Nomination
Committee is Mats Guldbrand.

The Nomination Committee has submitted the following proposals:

Item 2             It is proposed that Fredrik Lundberg chair the Meeting.

Item 12           Nine Board members and one auditor are proposed. The proposal
involves the Board being expanded by one member.

Item 13           It is proposed that fees of SEK 2 925 000 be paid to the
Board, of which SEK 650 000 be paid to the Chairman and SEK 325 000 be paid to
each of the other members elected by the Annual General Meeting who are not
employees of the company. The proposal would result in an unchanged fee per
member.

                        Compensation to the auditors is proposed to be paid
against an approved invoice.

Item 14           It is proposed that Fredrik Lundberg, Carl Bennet, Lars G.
Josefsson, Carl Kempe, Louise Lindh, Ulf Lundahl, Göran Lundin and Henrik
Sjölund be re-elected to the Board and that Henriette Zeuchner be elected to the
Board. Henriette Zeuchner was born in 1972 and has degrees in economics and law.
She is President and CEO of Berling Media. Henriette Zeuchner is also a member
of the Board of the NTM Group.

                        It is proposed that Fredrik Lundberg be elected
Chairman.

Item 15           It is proposed that authorised public accounting firm KPMG AB
be re-elected. KPMG AB has announced its intention to appoint authorised public
accountant Joakim Thilstedt as principal auditor.

Board proposal concerning Item 10 on the agenda

The Board proposes that a dividend of SEK 10 (9) per share be paid. The Board
proposes that the date of record for entitlement to dividend be Monday 20 April
2015.

Provided the shareholders at the Annual General Meeting resolve in favour of the
proposal, it is expected that the dividend will be distributed by Euroclear
Sweden on Thursday 23 April 2015.

Board proposal concerning Item 17 on the agenda

The Board proposes that the following guidelines be adopted for determining the
salary and other remuneration of the CEO and senior management, i.e. the
business area managers and heads of Group staffs reporting directly to the CEO.

Salary and other remuneration: The remuneration of the CEO and the senior
management shall consist of a fixed market-based salary. Other benefits, mainly
car and accommodation, shall, insofar as they are provided, represent a limited
part of the remuneration. No variable remuneration shall be paid.

Pension: Normal retirement age shall be 65 years. The company and the employee
shall be mutually entitled to request that pension be drawn from 60 years of
age. Any pension drawn before 65 years of age shall be either defined benefit or
defined premium. Pension drawn after 65 years of age shall be in accordance with
the ITP-plan. Over and above this, the employee may also be entitled to a
supplementary old age pension. In this case, there shall be a gradual transition
from the existing arrangement with a defined benefit pension to one in which the
pension is defined premium.

Notice and severance pay: Discontinuation notice should normally be one year if
it is given by the company, and six months if it is given by the employee. In
the event of notice being given by the company, severance pay can be paid
corresponding to no more than 24 months’ salary. For new contracts, salary
during the period of notice and severance pay shall not exceed a total of an
amount equivalent to two years’ salary.

Incentive scheme: Any decision on a share and share price based incentive scheme
for senior company personnel shall be made by the Annual General Meeting.

Remuneration committee: A remuneration committee appointed from among the
members of the Board shall prepare business pertaining to the CEO’s salary and
other conditions of employment and submit proposals on such issues to the Board
for decision. Detailed principles for determining the salaries, pension rights
and other remuneration to senior management shall be laid down in a pay policy
adopted by the remuneration committee.

Departures in individual cases: The Board shall be entitled to depart from these
guidelines in individual cases should special reasons exist. In the event of
such a departure, information thereon and the reasons therefore shall be
submitted to the next Annual General Meeting.

Board proposal concerning Item 18 on the agenda

The Board proposes that the Annual General Meeting decide that the Board be
mandated, for the period until the end of the next Annual General Meeting, to
make decisions, on one or more occasions, to buy back Series “B” shares in the
company to the extent that the company’s holding of its own shares does not at
any time exceed 10 per cent of all the shares in the company. The share
purchases shall be transacted via Nasdaq Stockholm within the prevailing
applicable range of prices (spread).

The Board further proposes that it be mandated by the Annual General Meeting to
make decisions between now and the next Annual General Meeting to use the
company’s holding of its own shares as payment in connection with the
acquisition of companies or lines of business or to finance such acquisitions,
in which case the shares shall be sold via Nasdaq Stockholm. The mandate may be
exercised on one or more occasions and may include the company’s entire holding
of its own shares at the time of the Board’s decision. The mandate includes the
right to decide to waive the prior rights of existing shareholders.

The purpose of this mandate to buy back shares in the company is to enable the
Board to adjust the capital structure, thereby generating a higher value for
shareholders.

Information at the meeting

If requested by a shareholder and the Board deems that it can take place without
causing material damage to the company, the Board and the CEO shall provide
information about circumstances that may affect the assessment of an item on the
agenda, circumstances that may affect the assessment of the company’s or its
subsidiaries’ financial situation, and the company’s relationship with another
Group company.

Documents

The annual report, the auditor’s report, the Board’s dividend proposal and its
reasons for the proposal, the Board’s proposal for guidelines for determining
the salary and other remuneration of the CEO and senior management, the
auditor’s statement in accordance with Chapter 8 Section 54 of the Swedish
Companies Act as well as the Board’s proposal for a mandate to acquire and
transfer the company’s own shares and the Board’s reasons for doing so, shall be
made available at the company’s offices as of Thursday 26 March 2015 and shall
also be published on the company’s website: www.holmen.com.


                            _____________

Holmen AB has a total of 84 756 162 shares in issue, divided into 22 623 234
Class “A” shares and 62 132 928 Class “B” shares. Each Class “A” share carries
ten votes and each Class “B” share one vote. The total number of votes is 288
365 268. Following previous buy-backs, the company holds 760 000 of its own
Class “B” shares, corresponding to approximately 0.9 per cent of all shares.

Stockholm, March 2015

The Board of Directors

For more information, please contact:
Ingela Carlsson, Communications Director, Holmen, tel. +46 702 12 97 12

This is information that Holmen AB is obliged to disclose under the Swedish
Securities Market Act and the Swedish Financial Instruments Trading Act. The
information was submitted for publication on 10 March 2015 at 14.00 CET.
Holmen is a forest industry group that manufactures  paperboard, printing paper
and sawn timber and runs forestry and energy production operations. In 2014
Holmen’s net sales were SEK 16 billion and the group has approx. 3,400
employees. Holmen’s shares are listed on Nasdaq Stockholm, Large Cap. For more
information, visit www.holmen.com