Nasdaq Helsinki Ltd: Spa Holdings 3 Oy commences the voluntary recommended public cash tender offer for all the shares in Ahlstrom-Munksjö Oyj on October 22, 2020

Spa Holdings 3 Oy commences the voluntary recommended public cash tender offer
for all the shares in Ahlstrom-Munksjö Oyj on October 22, 2020 



SPA HOLDINGS 3 OY                STOCK EXCHANGE RELEASE                        
  October 21, 2020 at 2:00 p.m. EEST 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. 



Spa Holdings 3 Oy commences the voluntary recommended public cash tender offer
for all the shares in Ahlstrom-Munksjö Oyj on October 22, 2020 



As announced on September 24, 2020, Spa (BC) Lux Holdco S.à r.l. ("Bain Luxco")
(a vehicle owned and controlled by funds managed or advised by Bain Capital
Private Equity (Europe), LLP, and/or its affiliates (together "Bain Capital"
and such funds being the "Bain Capital Funds")), Ahlstrom Invest B.V.
("Ahlstrom Capital", an indirect wholly-owned subsidiary of Ahlström Capital
Oy), Viknum AB ("Viknum") and Belgrano Inversiones Oy ("Belgrano Inversiones")
form a consortium (the "Consortium") for the purposes of the voluntary
recommended public cash tender offer for all the issued and outstanding shares
in Ahlstrom-Munksjö Oyj (the "Company" or "Ahlstrom-Munksjö") that are not held
by Ahlstrom-Munksjö or any of its subsidiaries (the "Shares" or, individually,
a "Share") (the "Tender Offer") made by Spa Holdings 3 Oy (the "Offeror"), a
private limited liability company incorporated and existing under the laws of
Finland. The Offeror and Ahlstrom-Munksjö have on September 24, 2020 entered
into a combination agreement (the "Combination Agreement") pursuant to which
the Offeror will make the Tender Offer. 



The Finnish Financial Supervisory Authority has today approved the Finnish
language version of the tender offer document relating to the Tender Offer (the
"Tender Offer Document"). The offer period for the Tender Offer will commence
on October 22, 2020, at 9:30 a.m. (Finnish time) and expire on December 30,
2020, at 4:00 p.m. (Finnish time), unless the offer period is extended or any
extended offer period is discontinued as described in the terms and conditions
of the Tender Offer (the "Offer Period"). The Tender Offer is currently
expected to be completed early in the second quarter of 2021. The Offeror will
extend the Offer Period in accordance with, and subject to, the terms and
conditions of the Tender Offer and applicable laws and regulations, to the
extent necessary in order to satisfy the conditions to completion of the Tender
Offer, including, among others, the receipt of the relevant regulatory
approvals. Any possible extension of the Offer Period will be announced by a
stock exchange release. 



The Finnish language version of the Tender Offer Document will be available on
the internet at tenderoffer.fi/ahlstrom-munksjo/fi and
www.nordea.fi/ahlstrom-munksjo-ostotarjous as of October 22, 2020. The English
language translation of the Tender Offer Document will be available on the
internet at tenderoffer.fi/ahlstrom-munksjo and
www.nordea.fi/ahlstrom-munksjo-offer as of October 22, 2020. 



The Tender Offer was announced by the Offeror on September 24, 2020 (the
"Announcement") with an offer price of EUR 18.10 in cash for each Share validly
tendered in the Tender Offer, subject to adjustments (the "Initially Announced
Offer Price"). Pursuant to the Announcement, should Ahlstrom-Munksjö distribute
a dividend or otherwise distribute funds or any other assets to its
shareholders, including the third and fourth instalments  of the dividend
payments resolved by the annual general meeting of Ahlstrom-Munksjö held on
March 25, 2020, payable in October 2020 and January 2021 (such instalments, the
"Approved Instalments"), or if a record date with respect to any of the
foregoing will occur prior to any of the settlements of the completion trades
(whether after the expiry of the Offer Period or any subsequent offer period),
resulting in the distribution of funds not being payable to the Offeror,
including the Approved Instalments, the cash consideration offered for the
Shares will be reduced accordingly on a euro-for-euro basis. On September 30,
2020, the Board of Directors of Ahlstrom-Munksjö resolved on the payment of a
dividend of EUR 0.13 per Share and set a record date of October 2, 2020 and a
payment date of October 9, 2020 for said dividend payment. Following the
adjustment of the Initially Announced Offer Price for said dividend payment,
the price offered for each Share validly tendered in the Tender Offer, as at
the date of the Tender Offer Document, is EUR 17.97, subject to any further
adjustments (the "Offer Price"). 



The Board of Directors of Ahlstrom-Munksjö, represented by a quorum comprising
the non-conflicted members of the Board of Directors, has unanimously decided
to recommend in its statement issued pursuant to the Finnish Securities Markets
Act (746/2012, as amended) and the Helsinki Takeover Code issued by the Finnish
Securities Market Association that the shareholders of Ahlstrom-Munksjö accept
the Tender Offer. To support its assessment of the Tender Offer, the Board of
Directors of Ahlstrom-Munksjö has received a fairness opinion from
Ahlstrom-Munksjö's financial adviser UBS Europe SE. According to the opinion,
the Offer Price to be received by the shareholders of the Company in connection
with the Tender Offer is fair, from a financial point of view. 



Certain major shareholders of Ahlstrom-Munksjö, i.e., Ahlstrom Capital, Viknum
and Belgrano Inversiones, together representing approximately 31.42 per cent of
all the shares and votes in Ahlstrom-Munksjö, have irrevocably undertaken to
accept the Tender Offer. In addition, Varma Mutual Pension Insurance Company
and Ilmarinen Mutual Pension Insurance Company, together representing
approximately 4.16 per cent of all the shares and votes in Ahlstrom-Munksjö,
have irrevocably undertaken to accept the Tender Offer subject to certain
customary conditions. The above-mentioned irrevocable undertakings represent in
total approximately 35.57 per cent of all the shares and votes in
Ahlstrom-Munksjö. 



The completion of the Tender Offer is, in accordance with the terms and
conditions of the Tender Offer, subject to the fulfilment or waiver by the
Offeror of certain customary conditions on or by the date of the Offeror's
announcement of the final result of the Tender Offer. These include, among
others, the receipt of relevant approvals by the competition authorities and
other regulatory authorities and that the Tender Offer has been validly
accepted with respect to Shares representing, together with any Shares
otherwise held by the Offeror prior to the date of the announcement of the
final result of the Tender Offer, on a fully diluted basis more than 90 per
cent of the Shares and voting rights of the Company calculated in accordance
with Chapter 18, Section 1 of the Finnish Companies Act (624/2006, as amended)
governing the right and obligation to commence compulsory redemption
proceedings. 



Most Finnish account operators, and in Sweden either custodians (in respect of
nominee-registered shareholders) or a mail distributor engaged on behalf of the
Offeror (in respect of directly registered shareholders), will send a notice
regarding the Tender Offer and related instructions to those who are registered
as shareholders in the shareholders' register of Ahlstrom-Munksjö maintained by
Euroclear Finland Oy or in the register of shareholders maintained by Euroclear
Sweden AB. Shareholders of Ahlstrom-Munksjö who do not receive such
instructions from their account operator or asset manager should first contact
their account operator or asset manager and can subsequently contact Nordea
Bank Abp by sending an email to [e-mail], where such
shareholders of Ahlstrom-Munksjö can receive information on submitting their
acceptance. However, Nordea Bank Abp will not be engaging in communications
relating to the Tender Offer with shareholders located within the United
States. 



Those shareholders of Ahlstrom-Munksjö whose Shares are nominee-registered, and
who wish to accept the Tender Offer, must effect such acceptance in accordance
with the instructions given by the custodian of the nominee-registered
shareholders. The Offeror will not send an acceptance form or any other
documents related to the Tender Offer to these shareholders of
Ahlstrom-Munksjö. 



A shareholder of Ahlstrom-Munksjö who wishes to accept the Tender Offer must
submit the properly completed and duly executed acceptance to the account
operator managing the shareholder's book-entry account in accordance with the
instructions and within the time period set by the account operator, which may
be prior to the expiry of the Offer Period. Shareholders of Ahlstrom-Munksjö
whose Shares are directly registered with Euroclear Sweden AB, should instead
submit the acceptance to Nordea Bank Abp in accordance with the instructions
set by Nordea Bank Abp. The Offeror reserves the right to reject or approve, in
its sole discretion, any acceptances that have been submitted in an incorrect
or incomplete manner. 



The Offeror will announce the preliminary result of the Tender Offer on or
about the first (1st) Finnish banking day following the expiration of the Offer
Period (including any extended or discontinued extended Offer Period). In
connection with the announcement of such preliminary result, it will be
announced whether the Tender Offer will be completed subject to the conditions
to completion of the Tender Offer being fulfilled or waived on the date of the
final result announcement and whether the Offer Period will be extended. The
final result of the Tender Offer will be announced on or about the fourth (4th)
Finnish banking day following the expiration of the Offer Period (including any
extended or discontinued extended Offer Period). In connection with the
announcement of the final result, the percentage of the Shares that have been
validly tendered and accepted in the Tender Offer, and that have not been
validly withdrawn, will be confirmed. 



The Offeror, Bain Luxco, Ahlstrom Capital, Viknum and Belgrano Inversiones,
each respectively, reserve the right to acquire Shares before, during and/or
after the Offer Period (including any extension thereof) and any subsequent
offer period in public trading on Nasdaq Helsinki Ltd ("Nasdaq Helsinki"),
Nasdaq Stockholm AB ("Nasdaq Stockholm") or otherwise. 



The terms and conditions of the Tender Offer are enclosed in their entirety to
this stock exchange release (Appendix 1). 



PJT Partners (UK) Limited, Goldman Sachs International, Nordea Bank Abp and
Pöyry Capital Limited act as the financial advisers to the Offeror in
connection with the Tender Offer. Nordea Bank Abp acts as the arranger outside
of the United States in connection with the Tender Offer. Hannes Snellman
Attorneys Ltd, Roschier, Attorneys Ltd. and Kirkland & Ellis International LLP
act as the legal advisers to the Offeror in connection with the Tender Offer. 



UBS Europe SE acts as the financial adviser and White & Case LLP and Cleary
Gottlieb Steen & Hamilton LLP act as the legal advisers to Ahlstrom-Munksjö in
connection with the Tender Offer. 



Investor and Media enquiries:



Ahlstrom-Munksjö Oyj

Johan Lindh, Vice President, Group Communications and Investor Relations, +358
10 888 4994, [e-mail] 

Juho Erkheikki, Investor Relations Manager, [phone],
[e-mail] 



Ahlström Capital Oy

Camilla Sågbom, Director, Corporate Communications and Responsibility, +358 10
888 4172, [e-mail] 



Bain Capital

Ed Gascoigne-Pees, [phone], [e-mail]

Candice Adam, [phone], [e-mail]



Viknum AB

Mattias Arnelund, CEO, [e-mail]



Belgrano Inversiones Oy

Alexander Ehrnrooth, Chairman of the Board, [e-mail]



ABOUT THE CONSORTIUM



Ahlstrom Capital is currently the indirect wholly-owned subsidiary of Ahlström
Capital Oy. Ahlström Capital Oy is a family-owned investment company that
focuses its investment activity on industrial companies, real estate and
forestry. In 2019, the annual revenue of Ahlström Capital Oy's portfolio
companies was approximately EUR 5 billion and the portfolio companies employed
approximately 15,500 people in 29 countries. Ahlström Capital Oy and
Ahlstrom-Munksjö share almost 170 years of common history. As at the date of
this announcement, Ahlstrom Capital directly holds approximately 18.69 per cent
of all the shares and votes in Ahlstrom-Munksjö. In addition, it is estimated
that separately, over 36 per cent of all the shares and votes in
Ahlstrom-Munksjö are owned directly by members of the Ahlström family. 



Viknum is a wholly-owned subsidiary of Nidoco AB ("Nidoco"). Nidoco is a
Swedish investment company whose strategy is to create long-term value through
active ownership of public and private companies. Nidoco is currently a leading
shareholder of three listed companies with head offices in the Nordic region
and it has direct and indirect investments in more than 250 unlisted companies
globally. In total, these companies generate annual sales in excess of EUR 6.7
billion and have more than 15,000 employees. Nidoco is an independent part of
the Virala Group, which is owned by Alexander and Albert Ehrnrooth. As at the
date of this announcement, Viknum directly holds approximately 12.15 per cent
of all the shares and votes in Ahlstrom-Munksjö. 



Belgrano Inversiones is an investment company owned by Alexander Ehrnrooth. As
at the date of this announcement, Belgrano Inversiones directly holds
approximately 0.58 per cent of all the shares and votes in Ahlstrom-Munksjö. 



Bain Luxco is owned and controlled by the Bain Capital Funds. Bain Capital is
one of the most successful and active private equity firms in the world. Since
its inception in 1984, it has made private equity investments in over 345
standalone businesses and currently manages approximately USD 100 billion of
capital. Bain Capital has over 520 investment professionals worldwide spread
throughout its global network in Europe, Asia and North America. Bain Capital
has made numerous successful and value-enhancing investments and exits in the
Nordic region over the past years, including Securitas Direct Verisure Group,
Europe's leading provider of professionally monitored home alarm systems and
connected smart home services, Bravida, a leading Nordic supplier of
electrical, heating and plumbing and HVAC services, EWOS, a leading supplier of
feed and nutrition for the international aquaculture industry, and Nets, a
leading Northern European provider of payments, information and digital
identity solutions. 



ABOUT AHLSTROM-MUNKSJÖ



Ahlstrom-Munksjö is a public limited liability company incorporated under the
laws of Finland with its shares admitted to trading on the official list of
Nasdaq Helsinki and Nasdaq Stockholm. Ahlstrom-Munksjö is a global leader in
innovative and sustainable fiber-based materials, supplying solutions to its
customers worldwide. Ahlstrom-Munksjö's products are used in a broad range of
industrial applications and consumer-driven products and processes, such as
everyday consumables, health care and life science, homebuilding and furniture
as well as transportation and industrial end-use segments. Ahlstrom-Munksjö's
offering includes filter materials, release liners, food and beverage
processing and packaging materials, decor papers, abrasive and tape backings,
electrotechnical insulation paper, glass fiber materials, medical fabrics and
solutions for diagnostics, and a range of other specialty papers and pulp for
industrial and consumer end-uses. The solutions are designed and produced to
meet and exceed specific customer demands concerning quality and functionality
to ensure added value to customers. The products are developed in close
cooperation with customers and other stakeholders in the value-chain, requiring
experience and expertise within the production of specialty papers and
fiber-based solutions. Ahlstrom-Munksjö aims to continuously improve its
offering of products, applications, and solutions that address sustainable
functionality and design. Ahlstrom-Munksjö serves more than 7,000 customers in
over 100 countries. 



IMPORTANT INFORMATION



THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW. 



THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT
THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED
IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN
ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED
BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER
REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. 



THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF,
OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE
TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN
COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT
BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY
OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH
AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID. 



THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND. 



Information for shareholders of Ahlstrom-Munksjö in the United States



Shareholders of Ahlstrom-Munksjö in the United States are advised that the
Shares are not listed on a U.S. securities exchange and that Ahlstrom-Munksjö
is not subject to the periodic reporting requirements of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to,
and does not, file any reports with the U.S. Securities and Exchange Commission
(the "SEC") thereunder. 



The Tender Offer will be made for the issued and outstanding shares of
Ahlstrom-Munksjö, which is domiciled in Finland, and is subject to Finnish
disclosure and procedural requirements. The Tender Offer is made in the United
States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, and
otherwise in accordance with the disclosure and procedural requirements of
Finnish law, including with respect to the Tender Offer timetable, settlement
procedures, withdrawal, waiver of conditions and timing of payments, which are
different from those of the United States. In particular, the financial
information included in this announcement has been prepared in accordance with
applicable accounting standards in Finland, which may not be comparable to the
financial statements or financial information of U.S. companies. The Tender
Offer is made to Ahlstrom-Munksjö's shareholders resident in the United States
on the same terms and conditions as those made to all other shareholders of
Ahlstrom-Munksjö to whom an offer is made. Any informational documents,
including this announcement, are being disseminated to U.S. shareholders on a
basis comparable to the method that such documents are provided to
Ahlstrom-Munksjö's other shareholders. 



To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this stock exchange release and during the pendency of the Tender
Offer, and other than pursuant to the Tender Offer, directly or indirectly
purchase or arrange to purchase Shares or any securities that are convertible
into, exchangeable for or exercisable for Shares. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. To the extent information about such purchases or
arrangements to purchase is made public in Finland, such information will be
disclosed by means of a press release or other means reasonably calculated to
inform U.S. shareholders of Ahlstrom-Munksjö of such information. In addition,
the financial advisers to the Offeror may also engage in ordinary course
trading activities in securities of Ahlstrom-Munksjö, which may include
purchases or arrangements to purchase such securities. To the extent required
in Finland, any information about such purchases will be made public in Finland
in the manner required by Finnish law. 



Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, passed upon the merits or fairness of the Tender
Offer, or passed any comment upon the adequacy, accuracy or completeness of the
disclosure in relation to the Tender Offer. Any representation to the contrary
is a criminal offence in the United States. 



The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Each
holder of Shares is urged to consult its independent professional advisers
immediately regarding the tax consequences of accepting the Tender Offer. 



It may be difficult for Ahlstrom-Munksjö's shareholders to enforce their rights
and any claims they may have arising under the U.S. federal securities laws,
since the Offeror and Ahlstrom-Munksjö are located in non-U.S. jurisdictions
and some or all of their respective officers and directors may be residents of
non-U.S. jurisdictions. Ahlstrom-Munksjö shareholders may not be able to sue
the Offeror or Ahlstrom-Munksjö or their respective officers or directors in a
non-U.S. court for violations of the U.S. federal securities laws. It may be
difficult to compel the Offeror and Ahlstrom-Munksjö and their respective
affiliates to subject themselves to a U.S. court's judgment. 



Disclaimer



PJT Partners (UK) Limited which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting exclusively for the Offeror
and no one else in connection with the matters described herein and will not be
responsible to anyone other than the Offeror for providing the protections
afforded to clients of PJT Partners (UK) Limited or for providing advice in
connection with the matters described herein. Neither PJT Partners (UK) Limited
nor any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of PJT Partners (UK) Limited in connection with this announcement, any
statement contained herein or otherwise. 



Goldman Sachs International, which is authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for the
Offeror and no one else in connection with the Tender Offer and the matters set
out in this stock exchange release, and will not be responsible to anyone other
than the Offeror for providing the protections afforded to clients of Goldman
Sachs International, or for giving advice in connection with the Tender Offer
or any matter or arrangement referred to in this stock exchange release. 



Nordea Bank Abp is acting as financial adviser to the Offeror and arranger
outside of the United States and no one else in connection with the Tender
Offer, and will not regard any other person as its client in relation to the
Tender Offer and will not be responsible to anyone other than the Offeror for
providing the protection afforded to clients of Nordea Bank Abp, nor for
providing advice in relation to the Tender Offer or the other matters referred
to in this stock exchange release. For the avoidance of doubt, Nordea Bank Abp
is not registered as a broker or dealer in the United States of America and
will not be engaging in direct communications relating to the Tender Offer with
investors located within the United States (whether on a reverse inquiry basis
or otherwise). U.S. shareholders should contact their brokers with any
questions relating to the Tender Offer. 



UBS Europe SE, authorised and regulated by the German Federal Financial
Supervisory Authority (BaFin) and the European Central Bank (ECB), is acting
exclusively for the Company and no one else in connection with the Tender Offer
or the matters referred to in this document, will not regard any other person
(whether or not a recipient of this document) as its client in relation to the
Tender Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Tender Offer or any other transaction or arrangement referred
to in this document. 



Appendix 1: Terms and conditions of the Tender Offer



TERMS AND CONDITIONS OF THE TENDER OFFER

Object of the Tender Offer

Through a voluntary public cash tender offer in accordance with Chapter 11 of
the Finnish Securities Markets Act (746/2012, as amended, the "Finnish
Securities Markets Act") and subject to the terms and conditions set forth
herein, Spa Holdings 3 Oy (the "Offeror"), a private limited company
incorporated under the laws of Finland, offers to acquire all of the issued and
outstanding shares in Ahlstrom-Munksjö Oyj (the "Company" or
"Ahlstrom-Munksjö") that are not held by Ahlstrom-Munksjö or any of its
subsidiaries (the "Shares" or, individually, a "Share") (the "Tender Offer").
It is expected that at the Completion Date (as defined below), the Offeror will
be indirectly wholly-owned by Spa (BC) Lux Holdco S.à r.l. ("Bain Luxco") (a
vehicle owned and controlled by funds managed or advised by Bain Capital
Private Equity (Europe), LLP and/or its affiliates), Ahlstrom Invest B.V.
("Ahlstrom Capital") and Viknum AB ("Viknum"). 



Bain Luxco, Ahlstrom Capital, Viknum and Belgrano Inversiones Oy ("Belgrano
Inversiones") form a consortium (the "Consortium") for the purposes of the
Tender Offer. 



The Offeror and the Company have on September 24, 2020 entered into a
combination agreement (the "Combination Agreement") pursuant to which the
Offeror makes the Tender Offer. 



Offer Price

The Tender Offer was announced by the Offeror on September 24, 2020 (the
"Announcement") with an offer price of EUR 18.10 in cash for each Share validly
tendered in the Tender Offer, subject to any adjustments as set out below (the
"Initially Announced Offer Price"). 



The Initially Announced Offer Price and the Offer Price (as defined below) have
been determined based on 114,988,453 issued and outstanding Shares. Should the
number of Shares issued and outstanding in Ahlstrom-Munksjö increase as a
result of a new share issue, reclassification, stock split (including a reverse
split) or any other measure with such dilutive effect, or should
Ahlstrom-Munksjö distribute or declare a dividend or otherwise distribute funds
or any other assets to its shareholders (including any taxes payable by the
Company thereon), including the third and fourth instalments of the dividend
payments resolved by the annual general meeting of Ahlstrom-Munksjö held on
March 25, 2020, payable in October 2020 and January 2021 (such instalments, the
"Approved Instalments"), or if a record date with respect to any of the
foregoing will occur prior to any of the settlements of the completion trades
(whether after the expiry of the Offer Period (as defined below) or any
Subsequent Offer Period (as defined below)), resulting in the distribution of
funds not being payable to the Offeror, including the Approved Instalments, the
cash consideration offered for the Shares will be reduced accordingly on a
euro-for-euro basis. On September 30, 2020, the Board of Directors of
Ahlstrom-Munksjö resolved on the payment of a dividend of EUR 0.13 per Share
and set a record date of October 2, 2020 and a payment date of October 9, 2020
for said dividend payment. Following the adjustment of the Initially Announced
Offer Price for said dividend payment, the price offered for each Share validly
tendered in the Tender Offer, as at the date of this tender offer document (the
"Tender Offer Document"), is EUR 17.97, subject to any further adjustments (the
"Offer Price"). 



Any further adjustment of the Offer Price pursuant to the above paragraph will
be announced by way of a stock exchange release. If the Offer Price is
adjusted, the Offer Period will continue for at least ten (10) Finnish banking
days following such announcement. 



Offer Period

The offer period for the Tender Offer commences on October 22, 2020, at 9:30
a.m. (Finnish time) and expires on December 30, 2020, at 4:00 p.m. (Finnish
time), unless the offer period is extended or any extended offer period is
discontinued as described below (the "Offer Period"). 



The Offeror may extend the Offer Period (i) at any time until the Conditions to
Completion (as defined below) have been fulfilled or waived and/or (ii) with a
Subsequent Offer Period in connection with the announcement whereby the Offeror
declares the Tender Offer unconditional or the announcement of the final result
of the Tender Offer whereby the Offeror also declares the Tender Offer
unconditional, as set forth below. The Offeror will announce a possible
extension of the Offer Period, including the duration of the extended Offer
Period, which shall be at least two weeks or until further notice beyond two
weeks, by a stock exchange release on the first (1st) Finnish banking day
following the expiration of the original Offer Period, at the latest.
Furthermore, the Offeror will announce any possible further extension of an
already extended Offer Period or an extension of a discontinued extended Offer
Period on the first (1st) Finnish banking day following the expiration of an
already extended Offer Period or a discontinued extended Offer Period, at the
latest. 



According to Chapter 11, Section 12 of the Finnish Securities Markets Act, the
duration of the Offer Period in its entirety may be ten (10) weeks at the
maximum. However, if the Conditions to Completion have not been fulfilled due
to a particular obstacle as referred to in the regulations and guidelines
9/2013 of the Finnish Financial Supervisory Authority (the "FIN-FSA") on
Takeover Bids and Mandatory Bids (as may be amended or re-enacted from time to
time) (the "FIN-FSA Regulations and Guidelines"), such as, for example, pending
approval by a competition authority, the Offeror may extend the Offer Period
beyond ten (10) weeks until such obstacle has been removed and the Offeror has
had reasonable time to respond to the situation in question, provided that the
business operations of the Company are not hindered for longer than is
reasonable, as referred to in Chapter 11, Section 12, Subsection 2 of the
Finnish Securities Markets Act. The Offer Period may also be extended as
required under applicable laws and regulations. The expiry date of any extended
Offer Period will in such case, unless published in connection with the
announcement of the extension of the Offer Period, be published by the Offeror
at least two (2) weeks before such expiry. Further, any Subsequent Offer Period
may extend beyond ten (10) weeks. 



The Offeror may discontinue any extended Offer Period. The Offeror will
announce its decision on the discontinuation of any extended Offer Period as
soon as possible after such a decision has been made and, in any case, no less
than two (2) weeks prior to the expiration of the discontinued extended Offer
Period. If the Offeror discontinues an extended Offer Period, the Offer Period
will expire at an earlier time on a date announced by the Offeror. 



The Offeror reserves the right to extend the Offer Period in connection with
the announcement whereby the Offeror declares the Tender Offer unconditional or
announcement of the final result of the Tender Offer as set forth in " -
Announcement of the Result of the Tender Offer" below (such extended Offer
Period, the "Subsequent Offer Period"). In the event of such Subsequent Offer
Period, the Subsequent Offer Period will expire on the date and at the time
determined by the Offeror in such an announcement. The expiration of a
Subsequent Offer Period will be announced at least two (2) weeks before the
expiration of such Subsequent Offer Period. The Offeror may also extend the
Subsequent Offer Period by announcing this through a stock exchange release on
the first (1st) Finnish banking day following the initially expected expiration
of the Subsequent Offer Period, at the latest. 



Conditions to Completion of the Tender Offer

A condition to the completion of the Tender Offer is that the requirements set
forth below for the completion of the Tender Offer (the "Conditions to
Completion") are fulfilled on or by the date of the Offeror's announcement of
the final result of the Tender Offer in accordance with Chapter 11, Section 18
of the Finnish Securities Markets Act, or, to the extent permitted by
applicable law, their fulfilment is waived by the Offeror: 



  1. The Tender Offer has been validly accepted with respect to the Shares
     representing, together with any Shares otherwise held by the Offeror prior
     to the date of the announcement of the final result of the Tender Offer, on
     a fully diluted basis more than ninety (90) per cent of the Shares and
     voting rights of the Company calculated in accordance with Chapter 18,
     Section 1 of the Finnish Companies Act (624/2006, as amended, the "Finnish
     Companies Act") governing the right and obligation to commence compulsory
     redemption proceedings

;




  1. The receipt of all approvals, permits, consents, clearances or other
     actions (or, where applicable, the expiry of relevant waiting periods) by
     any competition authorities or other regulatory authorities required under
     any applicable competition laws or other regulatory laws in any
     jurisdiction for the completion of the Tender Offer, provided that any
     conditions set out in such approvals, permits, consents, clearances or
     other actions, including any requirements for the disposal of any assets of
     the Company or any reorganization of the business of the Company, are such
     that the Offeror shall not be required to approve and/or execute any
     required measures (i) if such measures would be materially adverse to the
     monetary benefits of the transactions contemplated in the Combination
     Agreement, or (ii) if such measures are aimed at any company, business or
     assets other than the Company and its subsidiaries and their respective
     businesses and assets

;




  1. No legislation or other regulation has been issued or decision by a
     competent court or regulatory authority has been given that would wholly or
     in part prevent or materially postpone the completion of the Tender Offer

;




  1. No fact or circumstance has arisen after the Announcement that constitutes,
     or that would reasonably be expected to constitute, a Material Adverse
     Change (as defined below)

;




  1. The Offeror has not received information with respect to a fact or
     circumstance that has resulted in a Material Adverse Change (other than any
     such fact or circumstance Fairly Disclosed (as defined below));




  1. The Combination Agreement has not been terminated in accordance with its
     terms and remains in full force and effect;




  1. The Board of Directors of the Company, represented by a quorum comprising
     the non-conflicted members of the Board of Directors, has issued its
     unanimous recommendation that the holders of the Shares in the Company
     accept the Tender Offer and the recommendation remains in full force and
     effect and has not been modified, cancelled or changed (excluding, however,
     any technical modification or change of the recommendation required under
     applicable laws or the Helsinki Takeover Code as a result of a competing
     offer so long as the recommendation to accept the Tender Offer is upheld)

; and




  1. The undertakings by Varma Mutual Pension Insurance Company and Ilmarinen
     Mutual Pension Insurance Company to accept the Tender Offer remain in full
     force and effect in accordance with their terms and have not been modified,
     cancelled or changed.




The Conditions to Completion set out herein are exhaustive. The Offeror may
invoke any of the Conditions to Completion so as to cause the Tender Offer not
to proceed, to lapse or to be withdrawn, if the circumstances which give rise
to the right to invoke the relevant Condition to Completion have a significant
meaning to the Offeror in view of the Tender Offer, as referred to in the
FIN-FSA Regulations and Guidelines and the Helsinki Takeover Code. The Offeror
reserves the right to waive, to the extent permitted by applicable laws and
regulations, any of the Conditions to Completion that have not been fulfilled.
If all Conditions to Completion have been fulfilled or the Offeror has waived
the requirements for the fulfilment of all or some of them no later than at the
time of announcement of the final results of the Tender Offer, the Offeror will
consummate the Tender Offer in accordance with its terms and conditions after
the Expiration Date (as defined below) by purchasing Shares validly tendered in
the Tender Offer and paying the Offer Price to the holders of Shares that have
validly accepted the Tender Offer. 



"Material Adverse Change" means (a) the Company or any of its asset-owning
subsidiaries becoming insolvent, subject to administration, bankruptcy or any
other equivalent insolvency proceedings or, if any legal proceedings (other
than by the Offeror or its affiliates) or corporate resolution is taken by, or
against any of, them in respect of any such proceedings, such action could
reasonably be expected to result in the commencement of such proceedings;
provided, in each case, that such proceedings could reasonably be expected to
result in a material adverse change in, or a material adverse effect to, the
business, assets, condition (financial or otherwise) or results of operation of
the Company and its subsidiaries, taken as a whole; or (b) any material adverse
change in, or a material adverse effect to, the business, assets, financial
condition or results of operations of the Company and its subsidiaries, taken
as a whole; and provided further that none of the following shall be deemed to
constitute a material adverse change or a material adverse effect: (i) any
change in capital market conditions generally or in general economic
conditions, including with respect to interest rates or currency exchange
rates, so long as such change does not have a materially disproportionate
effect on the Company and its subsidiaries, taken as a whole, in comparison to
other companies in the same industry with a comparable industrial footprint as
the Company and its subsidiaries, (ii) any change in geopolitical conditions or
any outbreak or escalation of hostilities, acts of war or terrorism, (iii) any
hurricane, tornado, flood, earthquake or other natural or man-made disaster
occurring or any epidemics or pandemics (including COVID-19), (iv) any change
in applicable statutes or other legal or regulatory conditions, so long as such
change does not have a disproportionate effect on the Company and its
subsidiaries, taken as a whole, in comparison to other companies in the same
industry with a comparable industrial footprint as the Company and its
subsidiaries, (v) any change in general conditions in the industries in which
the Company and its subsidiaries operate, so long as such change does not have
a materially disproportionate effect on the Company and its subsidiaries, taken
as a whole, in comparison to other companies in the same industry with a
comparable industrial footprint as the Company and its subsidiaries, (vi) the
failure of the Company to meet any internal or published projections,
forecasts, estimates or predictions in respect of revenues, earnings, net asset
value or other financial or operating metrics before, on or after the date of
the Combination Agreement, it being understood that nothing in this sub-clause
(vi) shall prevent or otherwise affect the determination as to whether any
change or effect underlying such failure to meet projections, forecasts,
estimates or predictions constitutes a Material Adverse Change, (vii) changes
in the market price or trading volume of the Company's securities, it being
understood that nothing in this sub-clause (vii) shall prevent or otherwise
affect the determination as to whether any change or effect underlying such
change constitutes a Material Adverse Change, and (viii) the Announcement and
the Offeror becoming a new controlling shareholder of the Company (including
the effect of any change of control or similar clauses in contracts entered
into by the Company and its subsidiaries that have been Fairly Disclosed to the
Offeror in the Due Diligence Information (as defined below)). 



"Fairly Disclosed" means disclosure of a risk, fact, matter or event or a
reasonably likely risk, fact, matter or event in the Due Diligence Information
in a sufficiently clear and detailed manner as to enable a professional and
prudent offeror having completed its review of the Due Diligence Information
with the support of its professional advisors, to reasonably identify and
understand the nature, scope and effects of such risk, fact, matter or event so
disclosed. 



"Expiration Date" means December 30, 2020. The Expiration Date may be extended
by the Offeror from time to time until such time when all of the Conditions to
Completions shall have been satisfied (or waived by the Offeror). 



"Due Diligence Information" means (i) the information publicly disclosed by the
Company pursuant to the rules of Nasdaq Helsinki Ltd ("Nasdaq Helsinki") and
Nasdaq Stockholm AB ("Nasdaq Stockholm") (to the extent applicable), the
Finnish Securities Markets Act (including the rules and regulations thereunder)
and the Regulation (EU) No 596/2014 of the European Parliament and of the
Council of April 16, 2014 on market abuse (as may be amended or re-enacted from
time to time), (ii) the information publicly disclosed by the Company in press
releases available at the Company's website, (iii) the information that the
Company has Fairly Disclosed directly or through its advisors and
representatives to the Offeror, its shareholders and any of their respective
representatives and advisors in formal scheduled management presentations,
management interviews and expert sessions in connection with the transactions
contemplated in the Combination Agreement, and (iv) the information contained
in the project specific virtual data room, in each case of items (i) to (iv),
before the date of the Combination Agreement. 



Obligation to Increase the Offer Price and to Pay Compensation

The Offeror, Bain Luxco, Ahlstrom Capital, Viknum and Belgrano Inversiones,
each respectively, reserve the right to acquire Shares before, during and/or
after the Offer Period (including any extension thereof) and any Subsequent
Offer Period in public trading on Nasdaq Helsinki, Nasdaq Stockholm or
otherwise. 



Should the Offeror or another party acting in concert with the Offeror in a
manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets
Act acquire Shares after the Announcement and before the expiry of the Offer
Period (including any Subsequent Offer Period) at a price higher than the Offer
Price, or otherwise on more favourable terms, the Offeror must, in accordance
with Chapter 11, Section 25 of the Finnish Securities Markets Act, amend the
terms and conditions of the Tender Offer to correspond with the terms and
conditions of said acquisition on more favourable terms (obligation to increase
the offer). In such case, the Offeror will make public its obligation to
increase the Offer Price without delay and pay, in connection with the
completion of the Tender Offer, the difference between the consideration paid
in such an acquisition on more favourable terms and the Offer Price paid to
those shareholders that have accepted the Tender Offer. 



Should the Offeror or another party acting in concert with the Offeror in a
manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets
Act acquire Shares within nine (9) months after the expiration of the Offer
Period (including any Subsequent Offer Period) at a price higher than the Offer
Price, or otherwise on more favourable terms, the Offeror must, in accordance
with Chapter 11, Section 25 of the Finnish Securities Markets Act, pay the
difference between the consideration paid in an acquisition on more favourable
terms and the Offer Price paid to those shareholders that have accepted the
Tender Offer (obligation to compensate). In such case, the Offeror will make
public its compensation obligation without delay and pay the difference between
the consideration paid in such an acquisition on more favourable terms and the
Offer Price within one (1) month of the date when the compensation obligation
arose for those shareholders that have accepted the Tender Offer. 



However, according to Chapter 11, Section 25, Subsection 5 of the Finnish
Securities Markets Act, the compensation obligation will not be triggered in
case the payment of a higher price than the Initially Announced Offer Price or
the Offer Price is based on an arbitral award pursuant to the Finnish Companies
Act, provided that the Offeror or any party referred to in Chapter 11, Section
5 of the Finnish Securities Markets Act has not offered to acquire Shares on
terms that are more favourable than those of the Tender Offer before or during
the arbitral proceedings. 



Acceptance Procedure of the Tender Offer

The Tender Offer may be accepted by a shareholder registered during the Offer
Period in the shareholders' register of Ahlstrom-Munksjö maintained by
Euroclear Finland Oy ("Euroclear Finland") or in the register of shareholders
of Ahlstrom-Munksjö maintained by Euroclear Sweden AB ("Euroclear Sweden"),
with the exception of Ahlstrom-Munksjö and its subsidiaries. The Tender Offer
must be accepted separately for each book-entry account. A shareholder of
Ahlstrom-Munksjö submitting an acceptance must have a cash account with a
financial institution operating in Finland or in Sweden or abroad (see also " -
Terms of Payment and Settlement" and "Restrictions and Important Information").
As regards Shares registered with Euroclear Sweden, the cash account must be
linked to the book-entry account (directly registered securities account) at
Euroclear Sweden. Shareholders may only approve the Tender Offer
unconditionally and for all Shares that are held on the book-entry accounts
mentioned in the acceptance at the time of the execution of the transaction
with respect to the Shares of such shareholder. Acceptances submitted during
the Offer Period are valid also until the expiration of an extended or
discontinued extended Offer Period, if any. 



Most Finnish account operators, and in Sweden either custodians (in respect of
nominee-registered shareholders) or a mail distributor engaged on behalf of the
Offeror (in respect of directly registered shareholders), will send a notice
regarding the Tender Offer and related instructions to those who are registered
as shareholders in the shareholders' register of Ahlstrom-Munksjö maintained by
Euroclear Finland or in the register of shareholders maintained by Euroclear
Sweden. Shareholders of Ahlstrom-Munksjö who do not receive such instructions
from their account operator or asset manager should first contact their account
operator or asset manager and can subsequently contact Nordea Bank Abp
("Nordea") by sending an email to [e-mail], where such
shareholders of Ahlstrom-Munksjö can receive information on submitting their
acceptance. Please note, however, that Nordea will not be engaging in
communications relating to the Tender Offer with shareholders located within
the United States. 



Those shareholders of Ahlstrom-Munksjö whose Shares are nominee-registered, and
who wish to accept the Tender Offer, must effect such acceptance in accordance
with the instructions given by the custodian of the nominee-registered
shareholders. The Offeror will not send an acceptance form or any other
documents related to the Tender Offer to these shareholders of
Ahlstrom-Munksjö. 



With respect to pledged Shares, acceptance of the Tender Offer may require the
consent of the pledgee. If so, acquiring this consent is the responsibility of
the relevant shareholders of Ahlstrom-Munksjö. The pledgee's consent must be
delivered in writing to the account operator or, as regards Shares registered
with Euroclear Sweden, to Nordea (being the settlement agent in respect of
Shares registered with Euroclear Sweden). 



A shareholder of Ahlstrom-Munksjö who wishes to accept the Tender Offer must
submit the properly completed and duly executed acceptance to the account
operator managing the shareholder's book-entry account in accordance with the
instructions and within the time period set by the account operator, which may
be prior to the expiry of the Offer Period. Shareholders of Ahlstrom-Munksjö
whose Shares are directly registered with Euroclear Sweden, should instead
submit the acceptance to Nordea in accordance with the instructions set by
Nordea. The Offeror reserves the right to reject or approve, in its sole
discretion, any acceptances that have been submitted in an incorrect or
incomplete manner. 



Any acceptance must be submitted in such a manner that it will be received
within the Offer Period (including any extended or discontinued extended Offer
Period) taking into account, however, the instructions given by the relevant
account operator or, as regards Shares directly registered with Euroclear
Sweden, by Nordea. In the event of a Subsequent Offer Period, the acceptance
must be submitted so that it is received during the Subsequent Offer Period,
subject to and in accordance with the instructions of the relevant account
operator or, as regards Shares directly registered with Euroclear Sweden, of
Nordea. The account operator may request the receipt of acceptances prior to
the expiration of the Offer Period and/or Subsequent Offer Period. Shareholders
of Ahlstrom-Munksjö submit acceptances at their own risk. Any acceptance will
be considered as submitted only when an account operator or Nordea has actually
received it. The Offeror reserves the right to reject or approve, in its sole
discretion, any acceptance submitted outside the Offer Period (or any
Subsequent Offer Period, as applicable) or in an incorrect or incomplete
manner. 



A shareholder who has validly accepted the Tender Offer in accordance with the
terms and conditions of the Tender Offer may not sell or otherwise transfer
his/her tendered Shares. By accepting the Tender Offer, the shareholders
authorise their account operator, Nordea or a party appointed by Nordea to
enter into their book-entry account a sales reservation or a restriction on the
right of disposal or, as regards Shares registered with Euroclear Sweden, to
move the Shares from the book-entry account into a blocked temporary securities
account, in the manner set out in " - Technical Completion of the Tender Offer"
below after the shareholder has delivered the acceptance with respect to the
Shares. Furthermore, the shareholders of Ahlstrom-Munksjö that accept the
Tender Offer authorise their account operator, Nordea or a party appointed by
Nordea to perform necessary entries and undertake any other measures needed for
the technical execution of the Tender Offer, and to sell all the Shares held by
the shareholder of Ahlstrom-Munksjö at the time of the execution of trades
under the Tender Offer to the Offeror in accordance with the terms and
conditions of the Tender Offer. In connection with the completion trades of the
Tender Offer or the settlement thereof, the sales reservation or the
restriction on the right of disposal will be removed and the Offer Price will
be transferred to the relevant shareholders of Ahlstrom-Munksjö. 



By accepting the Tender Offer, the accepting shareholder authorises his/her
depository participant to disclose the necessary personal data, the number of
his/her book-entry account and the details of the acceptance to the parties
involved in the order or the execution of the order and settlement of the
Shares. 



Right of Withdrawal of Acceptance

An acceptance of the Tender Offer may be withdrawn by a shareholder of
Ahlstrom-Munksjö at any time before the expiration of the Offer Period
(including any extended or discontinued extended Offer Period) until the
Offeror has announced that all Conditions to Completion have been fulfilled or
waived by the Offeror, that is, the Offeror has declared the Tender Offer
unconditional. After such announcement, the Shares already tendered may not be
withdrawn, except in the event that a third party announces a competing public
tender offer for the Shares before the execution of the completion trades of
the Shares as set out under " - Completion of the Tender Offer" below. 



A valid withdrawal of the Tender Offer requires that a withdrawal notification
is submitted in writing to the account operator to whom the original acceptance
was submitted or, as regard Shares registered with Euroclear Sweden, to Nordea. 



For nominee-registered Shares, the shareholders must request the relevant
custodian of the nominee-registered shareholder to execute a withdrawal
notification. 



If a shareholder of Ahlstrom-Munksjö validly withdraws an acceptance of the
Tender Offer, the sales reservation or the restriction on the right of disposal
will be removed, with respect to Shares registered with Euroclear Finland, and
the Shares will be removed from a blocked temporary securities account and
moved into the shareholder's book-entry account, with respect to Shares
registered with Euroclear Sweden, within three (3) Finnish banking days of the
receipt of a withdrawal notification. 



A shareholder of Ahlstrom-Munksjö who has validly withdrawn its acceptance of
the Tender Offer may accept the Tender Offer again during the Offer Period
(including any extended or discontinued extended Offer Period) by following the
procedure set out under " - Acceptance Procedure of the Tender Offer" above. 



A shareholder of Ahlstrom-Munksjö who withdraws its acceptance of the Tender
Offer is obligated to pay any fees that the account operator operating the
relevant book-entry account or the custodial nominee of a nominee-registered
holding may collect for the withdrawal. In accordance with the FIN-FSA
Regulations and Guidelines, if a competing offer has been announced during the
Offer Period and the completion of the Tender Offer has not taken place,
neither the Offeror nor Nordea (in its capacity as arranger) will charge the
shareholders for validly withdrawing their acceptance in such a situation. 



In the event of a Subsequent Offer Period, the acceptance of the Tender Offer
will be binding and cannot be withdrawn, unless otherwise provided under
mandatory law. 



Technical Completion of the Tender Offer



When an account operator or, as regards Shares registered with Euroclear
Sweden, Nordea, has received the properly completed and duly executed
acceptance or acceptance otherwise approved by the Offeror with respect to the
Shares in accordance with the terms and conditions of the Tender Offer, the
account operator or Nordea (as applicable) will enter a sales reservation or a
restriction on the right of disposal into the relevant shareholder's book-entry
account. In connection with the completion trade of the Tender Offer or the
settlement thereof, the sales reservation or the restriction on the right of
disposal will be removed and the Offer Price will be paid to the relevant
shareholder. 



Announcement of the Result of the Tender Offer

The preliminary result of the Tender Offer will be announced on or about the
first (1st) Finnish banking day following the expiration of the Offer Period
(including any extended or discontinued extended Offer Period). In connection
with the announcement of such preliminary result, it will be announced whether
the Tender Offer will be completed subject to the Conditions to Completion
being fulfilled or waived on the date of the final result announcement and
whether the Offer Period will be extended. The final result of the Tender Offer
will be announced on or about the fourth (4th) Finnish banking day following
the expiration of the Offer Period (including any extended or discontinued
extended Offer Period). In connection with the announcement of the final
result, the percentage of the Shares that have been validly tendered and
accepted in the Tender Offer, and that have not been validly withdrawn, will be
confirmed. 



In the event of a Subsequent Offer Period, the Offeror will announce the
initial percentage of the Shares validly tendered during the Subsequent Offer
Period on or about the first (1st) Finnish banking day following the expiry of
the Subsequent Offer Period and the final percentage on or about the third
(3rd) Finnish banking day following the expiry of the Subsequent Offer Period. 



Completion of the Tender Offer



The completion trades of the Tender Offer will be executed with respect to all
of those Shares of Ahlstrom-Munksjö that have been validly tendered, and not
validly withdrawn, into the Tender Offer no later than on the fifteenth (15th)
Finnish banking day following the announcement of the final result of the
Tender Offer (the "Completion Date"). If possible, the completion trades of the
Shares will be executed on Nasdaq Helsinki and/or on Nasdaq Stockholm, provided
that such execution is allowed under the rules applied to trading on Nasdaq
Helsinki and Nasdaq Stockholm. Otherwise, the completion trades will be made
outside Nasdaq Helsinki and/or Nasdaq Stockholm. The completion trades with
regard to Shares registered with Euroclear Finland will be settled on the
Completion Date or on or about the first (1st) Finnish banking day following
the Completion Date (the "Settlement Date"). The completion trades with regard
to Shares registered with Euroclear Sweden will be settled between the
Completion Date and on or about the fifth (5th) Swedish banking day following
the Completion Date, at the latest (the "Swedish Settlement Date"). As regards
Shares registered with Euroclear Sweden, all cash transfers to the shareholders
who have accepted the Tender Offer will be made by Nordea to the cash accounts
linked to the shareholder's book-entry account. 



Terms of Payment and Settlement



The Offer Price will be paid on the Settlement Date to each shareholder of
Ahlstrom-Munksjö who has validly accepted, and not validly withdrawn, the
Tender Offer into the management account of the shareholder's book-entry
account. In any case, the Offer Price will not be paid to a bank account
situated in Australia, Canada, the Hong Kong Special Administrative Region of
the People's Republic of China, Japan, New Zealand or South Africa or any other
jurisdiction where the Tender Offer is not being made (see section
"Restrictions and Important Information"). If the management account of a
shareholder of Ahlstrom-Munksjö is with a different financial institution than
the applicable book-entry account, the Offer Price will be paid into such cash
account approximately two (2) Finnish banking days later in accordance with the
schedule for payment transactions between financial institutions. As regards
Shares registered with Euroclear Sweden, if the cash account linked to the
book-entry account has been closed, the shareholder who has validly accepted
the Tender Offer will receive a check. 



In the event of a Subsequent Offer Period, the Offeror will in connection with
the announcement thereof announce the terms of payment and settlement for the
Shares tendered during the Subsequent Offer Period. The completion trades with
respect to Shares validly tendered and accepted in accordance with the terms
and conditions of the Tender Offer during the Subsequent Offer Period will,
however, be executed within not more than two (2) week intervals. 



For shareholders with Shares registered in Euroclear Sweden and who have
validly accepted, and not validly withdrawn their acceptance of, the Tender
Offer, the Offer Price in EUR will be converted to SEK based on the European
Central Bank reference rate for the EUR/SEK exchange rate at the date on or
about one (1) business day prior to the Swedish Settlement Date (including any
extended offer period or each Subsequent Offer Period as the case may be), and
paid in SEK to the relevant shareholder on the Swedish Settlement Date. 



The Offeror reserves the right to postpone the payment of the Offer Price if
payment is prevented or suspended due to a force majeure event, but will
immediately effect such payment once the force majeure event preventing or
suspending payment is resolved. 



If all the Conditions to Completion are not met and the Offeror does not waive
such conditions or extend the Offer Period, the Tender Offer will expire, and
no consideration will be paid for the tendered Shares. 



Transfer of Ownership



Title to the Shares validly tendered and accepted, and not validly withdrawn,
in the Tender Offer will pass to the Offeror against the payment of the Offer
Price by the Offeror to the tendering shareholder. 



Transfer Tax and Other Payments



The Offeror will pay any transfer tax that may be charged in Finland in
connection with the sale of the Shares pursuant to the Tender Offer. 



Fees charged by account operators, asset managers, nominees or any other person
for the release of collateral or the revoking of any other restrictions
preventing the sale of the Shares, will be borne by each relevant shareholder
of Ahlstrom-Munksjö. Each shareholder of Ahlstrom-Munksjö is liable for any
fees that relate to a withdrawal of an acceptance made by such shareholder. 



The Offeror is liable for any other customary costs caused by the registration
of entries in the book-entry system required by the Tender Offer, the execution
of trades pertaining to the Shares pursuant to the Tender Offer and the payment
of the Offer Price. 



The receipt of cash pursuant to the Tender Offer by a shareholder may be a
taxable transaction for the respective shareholder under applicable tax laws,
including those of the country of residency of the shareholder. Any tax
liability arising to a shareholder from the receipt of cash pursuant to the
Tender Offer will be borne by such shareholder. Each shareholder is urged to
consult with an independent professional adviser regarding the tax consequences
of accepting the Tender Offer. 



Other Matters



This Tender Offer Document and the Tender Offer are governed by Finnish law.
Any disputes arising out of or in connection with the Tender Offer will be
settled by a court of competent jurisdiction in Finland. 



The Offeror reserves the right to amend the terms and conditions of the Tender
Offer in accordance with Chapter 11, Section 15 of the Finnish Securities
Markets Act. Should the FIN-FSA issue an order regarding an extension of the
Offer Period, the Offeror reserves the right to decide upon the withdrawal of
the Tender Offer in accordance with Chapter 11, Section 12 of the Finnish
Securities Markets Act. 



Should a competing tender offer be published by a third party during the Offer
Period, the Offeror reserves the right, as stipulated in Chapter 11, Section 17
of the Finnish Securities Markets Act, to (i) decide upon an extension of the
Offer Period; (ii) decide upon an amendment of the terms and conditions of the
Tender Offer; and (iii) decide, during the Offer Period, but before the
expiration of the competing offer, to let the Tender Offer lapse. The Offeror
will decide on all other matters related to the Tender Offer, subject to
applicable laws and regulations and the provisions of the Combination
Agreement. 



Other Information



Nordea acts as arranger outside the United States in relation to the Tender
Offer, which means that it performs certain administrative services relating to
the Tender Offer. This does not mean that a person who accepts the Tender Offer
(the "Participant") will be regarded as a customer of Nordea as a result of
such acceptance. A Participant will be regarded as a customer only if Nordea
has provided advice to the Participant or has otherwise contacted the
Participant personally regarding the Tender Offer. If the Participant is not
regarded as a customer, the investor protection rules under the Finnish Act on
Investment Services (747/2012, as amended) will not apply to the acceptance.
This means, among other things, that neither the so-called customer
categorisation nor the so-called appropriateness test will be performed with
respect to the Tender Offer. Each Participant is therefore responsible for
ensuring that it has sufficient experience and knowledge to understand the
risks associated with the Tender Offer. 



Important Information regarding NID and LEI



According to Directive 2014/65/ EU on markets in financial instruments (MiFID
II), all investors must have a global identification code from 3 January 2018,
in order to carry out a securities transaction. These requirements require
legal entities to apply for registration of a Legal Entity Identifier ("LEI")
code, and natural persons need to state their NID (National ID or National
Client Identifier) when accepting the Tender Offer. Each person's legal status
determines whether a LEI code or NID number is required and the book-entry
account operator may be prevented from performing the transaction to any person
if LEI or NID number is not provided. Legal persons who need to obtain a LEI
code can contact the relevant authority or one of the suppliers available on
the market. Those who intend to accept the Tender Offer are encouraged to apply
for registration of a LEI code (legal persons) or to acquire their NID number
(natural persons) well in advance, as this information is required in the
acceptance at the time of submission. 



Information about Processing of Personal Data



Shareholders who accept the Tender Offer will submit personal data, such as
name, address and social security number, to Nordea, which is the controller
for the processing. Personal data provided to Nordea will be processed in data
systems to the extent required to administer the Tender Offer. Personal data
obtained from sources other than the customer may also be processed. Personal
data may also be processed in the data systems of companies with which Nordea
cooperates and it may be disclosed to the Offeror and the members of the
Consortium to the extent necessary for administering the Tender Offer. Address
details may be obtained by Nordea through an automatic procedure executed by
Euroclear Finland and Euroclear Sweden. Additional information on processing of
personal data by Nordea, including details on how to exercise data subjects'
rights, may be found at
https://www.nordea.fi/en/personal/get-help/your-rights-to-personal-data.html
and www.nordea.com/en/general-terms-and-policies/privacy-policy.html.