EXHIBIT 4.15


 


 


DATED 29 SEPTEMBER, 2008


 


 


 


M-REAL
CORPORATION AND OTHERS


 


and


 


SAPPI LIMITED
AND OTHERS


 


 






 


 


MASTER BUSINESS
AND SHARE SALE AND PURCHASE AGREEMENT


 


relating to the
sale and purchase of the
  M-real Graphic Paper Business


 






 


 


Slaughter and May

One Bunhill Row

London EC1Y 8YY

(ACC/JRYC)


 


 


CA081780036


 

















 


CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  1.

  	
  INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  SALE AND PURCHASE OF THE BUSINESS ASSETS

  	
  2

  
	
   

  	
   

  	
   

  
	
  3.

  	
  SALE AND PURCHASE OF THE SHARES AND RECEIVABLES

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.

  	
  CONDITIONS

  	
  4

  
	
   

  	
   

  	
   

  
	
  5.

  	
  TERMINATION RIGHTS

  	
  6

  
	
   

  	
   

  	
   

  
	
  6.

  	
  CONDUCT OF BUSINESS BEFORE COMPLETION

  	
  7

  
	
   

  	
   

  	
   

  
	
  7.

  	
  CONSIDERATION

  	
  11

  
	
   

  	
   

  	
   

  
	
  8.

  	
  COMPLETION STATEMENTS AND ADJUSTMENTS

  	
  13

  
	
   

  	
   

  	
   

  
	
  9.

  	
  TRANSFER OF RISK

  	
  15

  
	
   

  	
   

  	
   

  
	
  10.

  	
  COMPLETION

  	
  15

  
	
   

  	
   

  	
   

  
	
  11.

  	
  VAT

  	
  16

  
	
   

  	
   

  	
   

  
	
  12.

  	
  ACTION AFTER COMPLETION

  	
  17

  
	
   

  	
   

  	
   

  
	
  13.

  	
  THIRD PARTY CONSENTS FOR THE SALE OF BUSINESS ASSETS

  	
  18

  
	
   

  	
   

  	
   

  
	
  14.

  	
  TRANSFER OF BUSINESS CONTRACTS AND LICENCES

  	
  18

  
	
   

  	
   

  	
   

  
	
  15.

  	
  ASSUMED LIABILITIES AND ASSURANCES

  	
  21

  
	
   

  	
   

  	
   

  
	
  16.

  	
  BUSINESS RECEIVABLES

  	
  22

  
	
   

  	
   

  	
   

  
	
  17.

  	
  SELLERS’ WARRANTIES AND PURCHASERS’ REMEDIES

  	
  24

  
	
   

  	
   

  	
   

  
	
  18.

  	
  PURCHASERS’ WARRANTIES

  	
  26

  
	
   

  	
   

  	
   

  
	
  19.

  	
  SELLERS’ UNDERTAKINGS

  	
  27

  
	
   

  	
   

  	
   

  
	
  20.

  	
  PURCHASERS’ UNDERTAKINGS

  	
  30

  
	
   

  	
   

  	
   

  
	
  21.

  	
  RESTRICTIONS ON SELLERS’ BUSINESS ACTIVITIES

  	
  32

  
	
   

  	
   

  	
   

  
	
  22.

  	
  NON-SOLICITATION

  	
  33

  



 

















 


	
  23.

  	
  EMPLOYEES

  	
  34

  
	
   

  	
   

  	
   

  
	
  24.

  	
  FURTHER UNDERTAKINGS

  	
  36

  
	
   

  	
   

  	
   

  
	
  25.

  	
  SELLERS’ MARKS

  	
  37

  
	
   

  	
   

  	
   

  
	
  26.

  	
  INTELLECTUAL PROPERTY

  	
  37

  
	
   

  	
   

  	
   

  
	
  27.

  	
  INSURANCE

  	
  39

  
	
   

  	
   

  	
   

  
	
  28.

  	
  BOOKS AND RECORDS

  	
  39

  
	
   

  	
   

  	
   

  
	
  29.

  	
  SET-OFF

  	
  40

  
	
   

  	
   

  	
   

  
	
  30.

  	
  EFFECT OF COMPLETION

  	
  40

  
	
   

  	
   

  	
   

  
	
  31.

  	
  REMEDIES AND WAIVERS

  	
  40

  
	
   

  	
   

  	
   

  
	
  32.

  	
  ASSIGNMENT

  	
  40

  
	
   

  	
   

  	
   

  
	
  33.

  	
  FURTHER ASSURANCE

  	
  40

  
	
   

  	
   

  	
   

  
	
  34.

  	
  ENTIRE AGREEMENT

  	
  41

  
	
   

  	
   

  	
   

  
	
  35.

  	
  RIGHTS OF THIRD PARTIES

  	
  41

  
	
   

  	
   

  	
   

  
	
  36.

  	
  NOTICES

  	
  41

  
	
   

  	
   

  	
   

  
	
  37.

  	
  ANNOUNCEMENTS

  	
  43

  
	
   

  	
   

  	
   

  
	
  38.

  	
  CONFIDENTIALITY

  	
  43

  
	
   

  	
   

  	
   

  
	
  39.

  	
  COSTS AND EXPENSES

  	
  44

  
	
   

  	
   

  	
   

  
	
  40.

  	
  INDUCEMENT FEE

  	
  45

  
	
   

  	
   

  	
   

  
	
  41.

  	
  COUNTERPARTS

  	
  45

  
	
   

  	
   

  	
   

  
	
  42.

  	
  INVALIDITY

  	
  45

  
	
   

  	
   

  	
   

  
	
  43.

  	
  HUSUM PM8 COATER CALL OPTION

  	
  45

  
	
   

  	
   

  	
   

  
	
  44.

  	
  SOUTH AFRICA OPTION

  	
  46

  
	
   

  	
   

  	
   

  
	
  45.

  	
  KANGAS PROPERTY OPTION

  	
  47

  
	
   

  	
   

  	
   

  
	
  46.

  	
  GUARANTEE

  	
  49

  
	
   

  	
   

  	
   

  
	
  47.

  	
  INDEMNITIES ON AN AFTER TAX-BASIS

  	
  51

  



 

















 


	
  48.

  	
  LANGUAGE

  	
  51

  
	
   

  	
   

  	
   

  
	
  49.

  	
  GOVERNING LAW

  	
  51

  
	
   

  	
   

  	
   

  
	
  50.

  	
  JURISDICTION

  	
  52

  
	
   

  	
   

  	
   

  
	
  51.

  	
  AGENTS FOR SERVICE

  	
  52

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1 (INTERPRETATION)

  	
  54

  
	
   

  	
   

  
	
  SCHEDULE 2 (CONDITIONS TO COMPLETION)

  	
  76

  
	
   

  	
   

  
	
  SCHEDULE 3 (COMPLETION ARRANGEMENTS)

  	
  78

  
	
   

  	
   

  
	
  SCHEDULE 4 (THE WARRANTIES)

  	
  85

  
	
   

  	
   

  
	
  SCHEDULE 5 (LIMITATIONS ON LIABILITY)

  	
  101

  
	
   

  	
   

  
	
  SCHEDULE 6 (COMPLETION STATEMENTS)

  	
  107

  
	
   

  	
   

  
	
  SCHEDULE 7 (THE GROUP)

  	
  120

  
	
   

  	
   

  
	
  SCHEDULE 8 (SHARES)

  	
  124

  
	
   

  	
   

  
	
  SCHEDULE 9 (THE PROPERTIES)

  	
  125

  
	
   

  	
   

  
	
  SCHEDULE 10 (MILL BUSINESS FIXED ASSET REGISTER))

  	
  143

  
	
   

  	
   

  
	
  SCHEDULE 11 (INTELLECTUAL PROPERTY)

  	
  144

  
	
   

  	
   

  
	
  SCHEDULE 12 (EMPLOYEES)

  	
  161

  
	
   

  	
   

  
	
  SCHEDULE 13 (RELEVANT SELLERS AND RELEVANT PURCHASERS)

  	
  162

  
	
   

  	
   

  
	
  SCHEDULE 14 (TAX INDEMNITY)

  	
  164

  
	
   

  	
   

  
	
  SCHEDULE 15 (ENVIRONMENTAL INDEMNITY))

  	
  179

  
	
   

  	
   

  
	
  SCHEDULE 16 (ANTI DILUTION PROVISIONS)

  	
  186

  



 


Attachments


 


	
  Attachment 1

  	
  Accounts

  	
   

  



 

















 


	
  Attachment 2

  	
  Accounting Principles and Policies of M-real

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 3

  	
  Carve-Out Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 4

  	
  Press Announcement

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 5

  	
  Format of Completion Statements

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 6

  	
  Data Room List

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 7

  	
  Disclosure Letter

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 8

  	
  Business Employees at the close of business on 26 September, 2008

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 9

  	
  Business Intellectual Property Assignments

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 10

  	
  INTENTIONALLY LEFT BLANK

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 11

  	
  Transitional Services Term Sheet

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 12

  	
  Lock-Up Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 13

  	
  Long-term Wood Supply Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 14

  	
  Long-term Pulp Supply Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 15

  	
  Husum Mill PM8 Exclusive Marketing Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 16

  	
  Äänekoski PM2 Exclusive Marketing Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 17

  	
  Long-term Energy Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 18

  	
  Business Properties Transfer Deed

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 19

  	
  Kangas PM2 Property lease

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 20

  	
  Kangas Asset Transfer Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 21

  	
  Kirkniemi Asset Transfer Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 22

  	
  German Share Transfer Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 23

  	
  Hallein Coater Asset Sale and Transfer Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 24

  	
  Vendor Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 25

  	
  M-real Vendor Loan Note

  	
   

  



 

















 


	
  Attachment 26

  	
  Commercial Arrangements Term Sheet

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 27

  	
  Diverse Energy Issues Term Sheet

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 28

  	
  Thosca-Holz Option Letter

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 29

  	
  Standby Underwriting Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 30

  	
  Allocation of Obligations Table

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 31

  	
  Mill Business Fixed Asset Register

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 32

  	
  Mill Business Vehicles

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 33

  	
  CHP Outstanding Lease Payments Schedule

  	
   

  



 

















 


THIS MASTER BUSINESS AND SHARE
SALE AND PURCHASE AGREEMENT

is made this 29th DAY OF SEPTEMBER, 2008


 


BETWEEN:


 


1.                                   M-REAL CORPORATION,
a company incorporated in Finland whose registered office is at Revontulentie
6, 02100 Espoo, Finland (P.O. Box 20, FIN-02020 Metsä, Finland) (registered in Finland with No. 0635366-7)
(“M-real”);


 


AND


 


2.                                  EACH OF THE SHARE SELLERS AND
BUSINESS SELLERS
whose names are set out in Schedule 13 (together with M-real, the “Relevant Sellers” or “Sellers”);


 


AND


 


3.                                   SAPPI LIMITED,
a company incorporated in the Republic of South Africa whose registered office
is at Sappi House, 48 Ameshoff Street, Braamfontein, Johannesburg, South Africa
(“Sappi” or “the Purchaser”);


 


AND


 


4.                                   EACH OF THE SHARE PURCHASERS AND BUSINESS PURCHASERS whose names are set out in Schedule
13 (together with Sappi, the “Relevant Purchasers”
or “Purchasers”).


 


WHEREAS:


 


(A)                            The
Relevant Sellers (each
as to the Shares or any of the Business Assets, as the case may be, set out
against its name in Schedule 13) have
agreed to sell the Graphic Paper Business and to assume the obligations imposed
on the Relevant Sellers under this Agreement.


 


(B)                            The
Relevant Purchasers (each
as to the Shares or any of the Business Assets, as the case may be, set out
against its name in Schedule 13) have
agreed to purchase the Graphic Paper Business and to assume the obligations
imposed on the Relevant Purchasers under this Agreement.


 


(C)                            Certain
Relevant Sellers and certain Relevant Purchasers have agreed to enter into
certain of the Transaction Documents as set out in the Attachments to this
Agreement.


 


(D)                            M-real
and Sappi have a definitive plan to sell the Coaters.


 


WHEREBY IT IS
AGREED as follows:-


 


1.                                  INTERPRETATION


 


(A)                            Certain words
and expressions used in this Agreement are defined in Schedule 1.


 


(B)                            The Schedules
and Attachments form part of this Agreement and shall have the same force and
effect as if set out in the body of this Agreement and any reference to this
Agreement shall include the Schedules and Attachments.


 


1

















 


2.                                  SALE AND PURCHASE OF BUSINESS ASSETS


 


2.1                           On the terms
of, and subject to the conditions, set out in this Agreement, the Relevant
Sellers shall sell and the Relevant Purchasers shall purchase the Business
comprising the assets listed below as a going concern as at, and with effect
from, the Completion Date:


 


(i)                                  the
Business Goodwill;


 


(ii)                               the
Business Plant and Machinery;


 


(iii)                            the
Business Stocks;


 


(iv)                             the
Business Receivables;


 


(v)                                the
benefit (subject to the burden) of the Business Contracts;


 


(vi)                             subject
to clause 2.5, the Business Intellectual Property;


 


(vii)                          the
Business Properties;


 


(viii)                      without
prejudice to clause 28 , the Business Information and Books and Records;


 


(ix)                           the
benefit (so far as the same can lawfully be assigned or transferred to the
Relevant Purchasers) of the Claims (less any costs incurred by the Relevant
Seller in effecting such assignment or transfer (including, without limitation,
any increases in premiums or the loss of any benefit in relation to any
insurance arrangement of any member of the Sellers’ Group)); and


 


(x)                              any
monetary amounts received by the Relevant Sellers (so far as the same can
lawfully be assigned or transferred to the Relevant Purchasers) of any claim
under an insurance policy (less any costs incurred by the Relevant Seller in
effecting such assignment or transfer (including, without limitation, any
increases in premiums or the loss of any benefit in relation to any insurance
arrangement of any member of the Sellers’ Group))  to the extent such claim relates to any
Business Asset or Assumed Liability, but not to the extent that any such claim
relates to any Losses which have been made good prior to Completion or are
recoverable under an indemnity by the Relevant Sellers to the Relevant
Purchasers under this Agreement,


 


(together the “Business Assets”), but excluding
the following assets (the “Excluded Assets”):


 


(a)                               the Kangas PM2;


 


(b)                               any element of the Business Assets set
out in this clause 2.1 (i), (iii), (iv), (v), (vi),
(viii), (ix) and (x) in each case that relates
to the Relevant Sellers’ business and operation in South Africa;


 


(c)                               cash in hand or cash at the bank used
in the Business, including all cash pooling arrangements as shown in the cash
book of M-real or any other member of the Sellers’ Group, prepared in
accordance with normal cut-off procedures as at the close of business on the
Completion Date;


 


2

















 


(d)                               amounts recoverable in respect of
Taxation (including, for the avoidance of doubt, all sums due or recoverable
(whether by way of credit, deduction, refund or otherwise) as relate to Finnish
VAT in connection with the supply of goods and services or the purchase of raw
materials and other goods and services of the Mill Business) attributable to
periods of time ending on or before Completion, or in respect of any acts, events or
transactions occurring on or before Completion;


 


(e)                               the benefit of any insurance policy of
the Seller or any other member of the Sellers’ Group relating to any member of
the Group, the Business or any of the Business Assets or Business Employees;


 


(f)                                   the Sellers’ Marks; and


 


(g)                               without prejudice to the Thosca Holz
Option Letter, any shares owned by any member of the Sellers’ Group.


 


2.2                           As at, and with effect from, the
Completion Date, the Relevant Purchasers will assume the Assumed Liabilities.


 


2.3                           M-real has the right to transfer, or
the right to procure that the Relevant Sellers transfer the legal and
beneficial title to the Business Assets and, except as provided for in Schedule
9, sell or procure the sale of the Business Assets free from Encumbrances
(excluding the Business Intellectual Property which M-real sells or procures
the sale of free from all options, charges and liens) and all other rights
exercisable by or claims of third parties.


 


2.4                           Notwithstanding
any other provisions of this Agreement, each member of the Sellers’ Group shall
retain its rights, title and interest in and to, and no member of the Purchaser’s
Group shall pursuant to this Agreement obtain any rights, title or interest in
or to, the Excluded Assets.


 


2.5                           Clause 2.1 shall operate as an assignment of such
of the Business Intellectual Property as is not the subject of a registration
or an application for registration (including, for the avoidance of doubt, the
unregistered marks “MEGA”, “EUROBULK”, “GALERIE BRITE”,
“GALERIE LITE”, “ALLEGRO”
and “FURIOSO”) with effect from
Completion.  All Business Intellectual Property
which is registered or which is the subject of an application for registration
shall be assigned to the Relevant Purchasers pursuant to the Business
Intellectual Property Assignments.


 


2.6                           The Law of Property (Miscellaneous
Provisions) Act 1994 shall not apply for the purposes of clause 2.1.


 


3.                                  SALE AND PURCHASE OF THE SHARES AND
RECEIVABLES


 


3.1                           On the terms
of, and subject to the conditions set out in, this Agreement (including, for
the avoidance of doubt, clause 4.6), Deutsche Holding shall sell or
procure the sale and the Relevant Purchaser shall purchase or procure the
purchase of, the legal and beneficial interest in the German Shares as at and
with effect from Completion, together with all rights attached or accruing to
them at Completion.


 


3.2                           On the terms
of, and subject to the conditions set out in, this Agreement, NL Holding shall
sell or procure the sale and the Relevant Purchaser shall purchase or procure
the purchase of, the legal


 


3

















 


and beneficial
interest in the Biberist Shares as at and with effect from Completion, together
with all rights attached or accruing to them at Completion.


 


3.3                           The Shares
shall be sold free from all Encumbrances and all other rights exercisable by or
claims of third parties.


 


3.4                           The Relevant Sellers shall procure that on or prior to Completion
any and all rights of pre-emption over the Shares are waived irrevocably by the
persons entitled thereto.


 


3.5                             Against payment of an amount equal to
the Estimated Inter-Group Debt at the Completion Time, and subject to any
relevant adjustments in accordance with clause 8 only, each Relevant
Seller shall sell and assign, and M-real shall procure that any relevant member
of the Sellers’ Group who is not a Relevant Seller shall sell and assign, the legal and
beneficial interest in
the receivables which comprise Inter-Group Debt to the Relevant Purchasers who
shall purchase or procure the purchase of such receivables.


 


3.6                             The Law of Property (Miscellaneous
Provisions) Act 1994 shall not apply for the purposes of this clause 3.


 


4.                                    CONDITIONS


 


4.1                             The obligations
of each party under this Agreement (other than those contained in this clause
4, clause 6, clauses 20.7 to 20.8, clauses 34
to 42 and clauses  46 to 51 which are unconditional)
are conditional in all respects upon the conditions set out in Schedule 2  being satisfied or waived in accordance
with this Agreement.


 


4.2                             Without
prejudice to the generality of clause 4.3, Sappi undertakes and agrees
with the Relevant Sellers that:


 


(i)                                   it will post a circular to the
shareholders of Sappi (the “Sappi Circular”)
as soon as reasonably practicable and in any event within 14 days of the date
of this Agreement; and


 


(ii)                                the Sappi Circular will contain:


 


(a)                              a notice duly convening a general
meeting of Sappi referred to in paragraph 1 of Schedule 2, such
notice to include the resolution(s) substantially in the form referred to
in paragraph 1 of Schedule 2;


 


(b)                              (subject
to the fiduciary duties of the directors of Sappi) a recommendation from the
directors of Sappi to its members to vote in favour the resolution(s) substantially in the form referred
to in paragraph 1 of Schedule 2; and


 


(c)                              to
the extent it has obtained and can lawfully disclose the same, details of the
undertakings or other commitments of the major shareholders of Sappi who have
committed to subscribe for Sappi Shares in, or otherwise support, the Rights
Issue.


 


4














 


4.3                             Each of the
Relevant Sellers and the Relevant Purchasers will use all reasonable endeavours
to fulfil or procure the fulfilment of the conditions set out in Schedule 2  as soon as possible and in any event by
the Termination Date. M-real (acting on behalf of the Sellers) and Sappi
(acting on behalf of the Purchasers) shall, on becoming aware, immediately give
written notice to the other of:


 


(i)                                   the
fulfilment of each and any of the conditions set out in Schedule 2 of
this Agreement; and


 


(ii)                                any
circumstances which could reasonably be expected to prevent any of the
conditions set out in Schedule 2 from being satisfied or which could
reasonably be expected to delay the fulfilment of such conditions.


 


4.4                             For the purpose of satisfying the
conditions set out in paragraphs 2 and 3 of Schedule 2,
the reasonable endeavours referred to in clause 4.3  shall include the making of the
requisite filings as soon as is practicable to the European Commission and
Relevant Competition Authorities in the United States and Turkey and in this
respect shall include the co-operation between M-real, on behalf of the Sellers’
Group, and Sappi, on behalf of the Purchaser’s Group, in any process involving
the European
Commission or any relevant Competition Authority in the United States or Turkey, such co-operation shall include,
without limitation (subject to appropriate protection in respect of
confidential information), the provision of information, the communication of
documents and the submission of arguments in good time.


 


4.5                             Without
prejudice to the generality of the foregoing each of M-real, on behalf of the Sellers’ Group, and
Sappi, on behalf of the Purchaser’s Group, shall in connection
with the preparation and submission of Submissions to the European Commission
or any relevant Competition Authority in the United States or Turkey:


 


(i)                                   consult with each other as to
the form and content of any Submissions;


 


(ii)                                procure that relevant drafts or
re-drafts of any Submissions are provided as soon as practicable and in sufficient
time to allow the other party and its advisers to review and provide comments
on such drafts and re-drafts;


 


(iii)                             take account of the reasonable
comments of the other party and its advisers on such drafts and re-drafts;


 


(iv)                              disclose promptly to the other
party copies of all correspondence from and details of any discussions with the
European Commission or any relevant Competition Authority which has been
provided to the Sellers’ Group or the Purchaser’s Group and/or their respective
advisers;


 


(v)                                 procure that the other party
and/or its advisers are given a reasonable opportunity to attend all meetings
or hearings and to participate in all significant discussions with the European
Commission or any relevant Competition Authority;


 


(vi)                              regularly review with each other
the progress of any notifications or filings; and


 


5

















 


(vii)                           keep the other party informed
promptly of any developments which are material or potentially material to the obtaining of the approvals, referred to
in paragraphs 2 and 3 of Schedule 2,


 


PROVIDED
THAT where a Submission includes information which is reasonably considered by
a party to be competitively sensitive that party may at its option provide such
information only to the other party’s legal advisers on an external counsel
basis.


 


4.6                             After M-real has received notice of the
fulfilment or waiver of each of the conditions set out in Schedule 2,
M-real shall cause Deutsche Holding to take all reasonably necessary steps to
ensure that the fiscal year of Stockstadt GmbH is shortened, if the Completion
Date falls prior to or after 31 December, 2008, such that it ends on the
Completion Date. M-real shall further procure and take all necessary steps to
ensure that the existing Profit and Loss Pooling Agreement existing between
Deutsche Holding and Stockstadt GmbH is terminated with legal effect as of the
end of the Completion Date, provided, however, that (i) Deutsche Holding
shall be entitled to receive the profit, if any, under the Profit and Loss
Pooling Agreement for the period from 1 January, 2008 until the end of the
Completion Date and the respective liability, if any, of Stockstadt GmbH shall
be treated as a debt owed by it to Deutsche Holding (such debt being, for the
avoidance of doubt, within the definition of Inter-Group Debt) and (ii) Stockstadt
GmbH shall be entitled to any claim for compensation of loss, if any, under the
Profit and Loss Pooling Agreement for the period from 1 January, 2008 until the
end of the Completion Date and the respective claim, if any, of Stockstadt GmbH
shall be treated as a debt owed to it by Deutsche Holding (such debt being, for
the avoidance of doubt, within the definition of Inter-Group Receivables), it
being understood that the liability or claim of Stockstadt GmbH, as the case
may be, shall be determined in accordance with the Stockstadt Statutory
Accounts and included in the Completion Statements with such amount.


 


4.7                             The conditions set out in paragraph
1, 4, 5, 7 and 8 of Schedule 2 shall not
be capable of waiver by any party.


 


4.8                             The conditions set out in paragraph
6 of Schedule 2 shall be capable of waiver in whole or in part by
Sappi only.


 


5.                                    TERMINATION RIGHTS


 


5.1                             Sappi shall be entitled to terminate
this Agreement by written notice to M-real if there shall have occurred or be
reasonably likely to occur a “Significant Adverse Change”
in the period between the date of this Agreement and Completion which is not
capable of remedy pursuant to arrangements satisfactory to Sappi (acting reasonably)
EXCLUDING in any such case any change, event or circumstance resulting from:


 


(i)                                     changes
in international or national financial, monetary, economic, political or
financial markets conditions (including without limitation interest rates,
exchange rates or commodity prices) however arising;


 


(ii)                                  any
national emergency, act of terrorism, war, conflict, outbreak of hostilities or
riot or other civil disturbance;


 


(iii)                               changes
in conditions affecting the paper industry generally;


 


6

















 


(iv)                                changes
in laws, regulations and accounting practices;


 


(v)                                   matters
fairly disclosed in the Disclosure Letter;


 


(vi)                                the
negotiation, execution, announcement or performance of this Agreement or any
other Transaction Document, or any arrangements contemplated by those
agreements (including, without limitation, any prospective or actual change of
control arising from the transaction documents); or


 


(vii)                             actions
contemplated or required to be taken or omitted to be taken pursuant to this
Agreement or any other Transaction Document or with Sappi’s consent.


 


5.2                             If the
conditions set out in paragraph 2 of Schedule 2 are not fulfilled
or waived on or before 11 January, 2009,
M-real and Sappi will enter into a good faith negotiation for a period ending
on 31 January, 2009 regarding the fulfilment of the conditions in paragraph
2 of Schedule 2. If, by the end of the above mentioned negotiation
period, M-real and Sappi do not reach a mutually acceptable agreement, either
party shall be entitled, at its sole and absolute discretion, to terminate this
Agreement forthwith, at any time, by written notice to the other parties. Any
such termination shall not affect M-real’s rights under clause 40.


 


5.3                             If any fact which will prevent the conditions
set out in paragraphs 2, and 3 of Schedule 2 from being
satisfied on or before the Termination Date comes to the knowledge of a party,
then the relevant party shall inform the other parties and thereafter each
party shall be entitled to terminate this Agreement by written notice to the
other parties.


 


5.4                             Without
prejudice to clause 5.2, if the conditions set out in Schedule 2
are not fulfilled or waived on or before the Termination Date, this Agreement
shall automatically terminate.


 


5.5                             If the Agreement is terminated or
terminates in accordance with this clause 5 the obligations of each
party under this Agreement shall automatically terminate PROVIDED THAT the
rights and liabilities of the parties which have accrued prior to termination
shall subsist.


 


6.                                    CONDUCT OF BUSINESS BEFORE COMPLETION


 


6.1                             Subject to clause
6.2, the Relevant Sellers shall procure that the Graphic Paper Business
will be carried on in the ordinary and usual course and that no member of the
Sellers’ Group shall, between the date of this Agreement and Completion,
undertake any act or course of conduct which is outside the ordinary course of
the Graphic Paper Business. The Relevant Sellers shall procure that no member
of the Sellers’ Group shall undertake any of the acts or matters specified in clause
6.3 without the prior written consent of the Relevant Purchasers, (such
consent not to be unreasonably withheld or delayed).


 


6.2                             Clause 6.1 shall not
operate so as to restrict or prevent, in each case in relation to the Graphic
Paper Business:


 


(i)                                   the disposal of all or of any part of
the Kangas PM2;


 


(ii)                                the undertaking in good faith of any
matter reasonably necessary in an emergency or disaster situation with the
intention of minimising any adverse effect on the Graphic Paper Business
thereof (and of which the Relevant Purchasers will be promptly notified);


 


7

















 


(iii)                             the completion or performance of any
obligations undertaken pursuant to any contract or arrangement entered into by
any member of the Sellers’ Group prior to the date of this Agreement or after
the date of this Agreement but in accordance with the provisions of clause
6.1;


 


(iv)                              any matter undertaken at the written
request of the Relevant Purchasers, provided that the Relevant Purchasers shall
only be entitled to give instructions where following such instructions would
be lawful (in particular under competition law aspects);


 


(v)                                 any matter reasonably required to be
undertaken in connection with the completion of the Pre-sale Reorganisation;


 


(vi)                              any
Sellers’ Group cash pooling arrangements or hedging (in relation to energy
agreements);


 


(vii)                           any matter contemplated by this
Agreement or any action taken by the Relevant Sellers or any member of the
Sellers’ Group pursuant to this Agreement;


 


(viii)                        any action or omission which the
Relevant Sellers or any member of the Sellers’ Group is required to take or
omit to take by any applicable law or regulation, Tax Authority or other
authority;


 


(ix)                            the
management of the working capital of the Graphic Paper Business with a view to
achieving the Target Net Working Capital amount and then maintaining it at or
around that amount;


 


(x)                               any
disposal of stocks, obsolete assets or redundant assets, or any payment of cash
in each case consistent with ordinary course business practice in the running
of the Graphic Paper Business;


 


(xi)                            the
release or discharge of any charge or Encumbrance over any of the Business
Properties; and


 


(xii)                         entering
into arrangements for the purposes of settling or agreeing merchant rebates
providing that the Relevant Sellers shall consult with the Relevant Purchasers
in settling or agreeing the same if they may lawfully do so.


 


6.3                             The acts and
matters referred to in clause 6.1 as outside the ordinary course are the
following and in each case in relation to the Graphic Paper Business:


 


(i)                                   any disposal (not being a disposal in
the ordinary course of business) of any interest in any part of the Graphic
Paper Business;


 


(ii)                                the
acquisition or disposal of any interest in Immovable Property;


 


(iii)                             any
offer by a member of the Sellers’ Group to engage any new Senior Employee at
any annual salary or fee per employee (on the basis of full time employment) in
excess of €150,000
per annum, provided such a
total shall not exceed €600,000 in aggregate, in each case exclusive of any
amount in respect of VAT;


 


8

















 


(iv)                              save
than in emergency, enter into any agreement or incur any commitment involving
any capital expenditure in excess of €1,000,000 per item and €10,000,000 in
aggregate, in each case exclusive of any amount in respect of VAT;


 


(v)                                 any
dismissal of any Senior Employee, other than for cause or unless not to do so
would, in the reasonable opinion of M-real, materially damage the Graphic Paper
Business;


 


(vi)                              acquire
or agree to acquire any material share, shares or other interest in any
company, partnership or other venture;


 


(vii)                           incur
any additional external borrowings or incur any other external indebtedness;


 


(viii)                        any
material amendment to the terms and conditions of employment (including,
without limitation, remuneration, pension entitlements and other benefits) of
any Senior Employee;


 


(ix)                            other
than the payment of any bonuses in connection with the transaction contemplated
by this Agreement, provide or agree to provide any gratuitous payment or
benefit to any Employee or any of his dependants;


 


(x)                               discontinue or amend any employee benefit scheme or
arrangement to any material extent or commence to wind them up or terminate
them or cause them to cease to admit new members;


 


(xi)                            communicate to any Employee any material plan,
proposal or intention to discontinue, amend, wind up, terminate or exercise any
discretion in relation to any employee benefit scheme or arrangement;


 


(xii)                         pay any benefits under any employee benefit scheme
or arrangements otherwise than in accordance with the terms of the documents
governing such scheme or arrangements (and not under any discretionary power
otherwise than in the ordinary course);


 


(xiii)                      save
than in the ordinary course and in respect of the transactions contemplated by
this Agreement (including in respect of agreements or commitments in respect of
the Coaters), the entry into any agreement or commitment (whether formal or
informal) with any employee representative body (howsoever described, and
whether legally binding or otherwise);


 


(xiv)                       save
for the Mill Business Efficiency Programme, any increase or decrease (other
than as a result of natural attrition or pursuant to a programme disclosed to
Sappi) in the total number of Employees at each location of the Graphic Paper
Business outside a margin of +/-2% of the total number of Employees at each
such location;


 


(xv)                          any
material changes to pension arrangements for which the Graphic Paper Business
is liable or termination of funds or announcements to staff of the same;


 


(xvi)                       any
amendment, including any increase in emoluments (including, without limitation,
pension contributions, bonuses, commissions, holiday pay and benefits in kind),
to the terms of employment of any category of Employees which would result in
an increase in cost after the date of this Agreement of the Graphic Paper
Business in excess of 


 


9

















 


€500,000
(exclusive of any
amount in respect of VAT) save for
increases in emoluments made in accordance with the normal practice of the
Sellers’ Group or in accordance with standard industry increases or collective
bargaining agreements;


 


(xvii)                    any
grant of any guarantee or indemnity for the obligations of any person in
relation to the Graphic Paper Business;


 


(xviii)                 any
creation, allotment or issue or any grant of any option over or other right to
subscribe or purchase, or any redemption or purchase of, any share or loan
capital or securities of any member of the Group or securities convertible into
any of the foregoing and any debt for equity swaps in relation to the Graphic
Paper Business to ensure no negative consideration is paid under this
Agreement;


 


(xix)                     the
entering into of any transaction by any member of the Group with any member of
the Sellers’ Group other than on terms that are currently in force or on arm’s
length terms and in the ordinary course of business;


 


(xx)                        the creation or grant of any option,
right to acquire, mortgage, charge, pledge, lien (other than a lien arising by
operation of law or in the ordinary course of business), guarantee, indemnity
or other form of security or Encumbrance or equity on, over or affecting any of
the Business Assets or the whole or any part of the undertaking or assets of
any member of the Group other than rights arising under retention of title
clauses (or equivalent provisions the effect of which is that property does not
pass until payment is made);


 


(xxi)                     the
making of any loan or lease to any person (other than to any other member of
the Group or to any member of the Sellers’ Group, including the participation
or contribution to any cash-pooling arrangements of the Sellers’ Group);


 


(xxii)                  the
repaying, redemption or repurchasing of any of the share capital of any Group
Company;


 


(xxiii)               the
entering into, or exercising of an option in relation to, or amendment of any
agreement or incurring any commitment which is not capable of being terminated
without compensation at any time within twelve months’ notice or less or which
is not in the ordinary and usual course of business or which involved or may
involve total annual expenditure in excess of €500,000, exclusive of any amount
in respect of VAT;


 


(xxiv)                save
for any payments or distributions due pursuant to the Profit and Loss Pooling
Agreement between Deutsche Holding and Stockstadt GmbH and, if the applicable
withholding tax exemption has been obtained, the distribution of retained
earnings by Biberist, the declaration, or payment of any dividend or other
distribution to shareholders;


 


(xxv)                   the
amendment of, to any material extent, any of the terms on which goods,
facilities or services are supplied, such supplies being material in the
context of the Graphic Paper Business;


 


(xxvi)                in
respect of an event arising after the date of this Agreement, the settlement of
any insurance claim by the Relevant Seller or any member of the Relevant Seller’s
Group in excess of €2,000,000
materially below the amount claimed;


 


10

















 


(xxvii)             the
making of any change to its accounting practices or policies or amending its
constitutional documents;


 


(xxviii)          in
relation to any Properties:


 


(a)                                the carrying out of any material
structural alteration or addition to, or materially effecting any change of use
of, such Properties;


 


(b)                                the termination or service of any
notice to terminate, surrender or accept any surrender of or waive the terms of
any lease, tenancy or licence which is material in the context of the Graphic
Paper Business taken as a whole;


 


(c)                                the agreement of any new rent or fee
payable under any lease, tenancy or licence which is material in the context of
the Graphic Paper Business taken as a whole;


 


(d)                                the entering into or variation of any
agreement, lease, tenancy, licence or other commitment which is material in the
context of the Graphic Paper Business taken as a whole;


 


(e)                                the selling, conveyance, transfer,
assignment or charging of any of the Properties or granting of any rights or
easements over any of the Properties or the entering into of any covenants or
other Encumbrances affecting any of the Properties or agreement to do any of
the foregoing; and


 


(xxix)              the
entering into of any agreement (conditional or otherwise) to do any of the
foregoing.


 


6.4                             If the Completion Date is likely to
fall after 31 December, 2008, M-real and Sappi agree that they shall enter into
a good faith negotiation from 15 December, 2008 to agree any amendments to this
clause 6 to reflect likely changes to the Graphic Paper Business from 1
January, 2009.


 


7.                                    CONSIDERATION


 


7.1                             The Initial
Consideration for the sale of the Business Assets and the Shares is based on
the Enterprise Value less the Estimated Net Debt and shall be paid by the
Relevant Purchasers to the Relevant Sellers at Completion.


 


7.2                             The Initial
Consideration shall be made up of the Consideration Shares which shall (for the
purpose of this clause 7 and the preparation of the Completion
Statements and the adjustments in clause 8) have a value of €50,000,000,
the Proceeds of the Rights Issue and the balance by the M-Real Vendor Loan
Note.


 


7.3                             The
Consideration Shares shall be listed on the JSE and endorsed “non-resident” or
the equivalent in respect of dematerialised shares.


 


7.4                             No later than two Business Days prior
to the Completion Date, M-real shall notify the Purchaser in writing to whom
the Consideration Shares (and in which proportion) should be issued. The
Consideration Shares shall be allotted, issued and delivered to M-real (or its
nominee(s)) and the M-real Vendor Loan Note shall be issued and delivered to
M-real on the Completion Date as provided in paragraphs 1(B) (iv) and
(vi) of Schedule 3.


 


11

















 


7.5                             On the Completion Date, the Relevant Purchasers
shall issue to M-real the Vendor Loans which M-real agrees to immediately
transfer and assign to Sappi on Completion.


 


7.6                             In addition to the Initial
Consideration, the Relevant Purchasers shall in consideration for the transfer
of the receivables comprising the Inter-Group Debt (as set out clause 3.5),
pay to the Sellers’ Group at Completion an amount equal to the Estimated
Inter-Group Debt.


 


7.7                             The Initial Consideration and the
Estimated Inter-Group Debt shall be paid to the Relevant Sellers in accordance
with paragraph 1(B)(ii) of Schedule 3.


 


7.8                             The Consideration shall be allocated in
accordance with Schedule 6.


 


7.9                             Reduction of Consideration:


 


(i)                                     If
any payment is made by any Relevant Seller to any Relevant Purchaser in respect
of any claim for any breach of this Agreement or pursuant to an indemnity under
this Agreement, the payment shall be made by way of adjustment of the
Consideration paid by the Relevant Purchaser for the particular category of
Business Asset, Shares or receivables (if any) to which the payment and/or
claim relates under this Agreement and the Consideration shall be (and shall be
treated as having been) reduced by the amount of such payment;


 


(ii)                                  If:


 


(a)                                the payment and/or claim relates to
more than one category of Business Asset, Shares or receivables, it shall be
allocated in a manner which reflects the impact of the matter to which the
payment and/or claim relates, failing which it shall be allocated rateably to
the relevant Business Assets, Shares or receivables by reference to the
proportions in which the Consideration is allocated in accordance with Schedule
6; or


 


(b)                                the payment and/or claim relates to no
particular category of Business Asset, 
Shares or receivables, it shall be allocated rateably to all Business
Assets, Shares and receivables by reference to the proportions in which the
Consideration is allocated in accordance with Schedule 6,


 


and in each case the Consideration
shall be (and shall be treated as having been) reduced by the amount of such
payment.


 


7.10                      The Relevant Sellers acknowledge and
agree that the Consideration Shares have not been and will not be registered
under the Securities Act and the Consideration Shares issued pursuant to this
Agreement are “restricted securities” within the meaning of Rule 144 under
the Securities Act.  The Consideration
Shares purchased by M-real pursuant to this Agreement are being acquired for
investment only and not with a view to any public distribution thereof.  M-real shall not offer to sell or otherwise
dispose of the Consideration so acquired by it in violation of any of the
registration requirements of the Securities Act.


 


7.11                       The Relevant
Purchasers acknowledge that the M-real Vendor Loan Note is freely transferable
and may be sold, encumbered or otherwise disposed of by M-real on and subject
to the terms and conditions set out in the M-real Vendor Loan Note.


 


12














 


8.            COMPLETION
STATEMENTS AND ADJUSTMENTS


 


8.1         Each of the Relevant Sellers and the
Relevant Purchasers shall comply with their respective obligations in Schedule
6 in relation to the Completion Statements.


 


8.2         If the value of the Adjustment Payment
is a negative amount, the absolute value of the Adjustment Payment together
with an amount equivalent to interest thereon at the Agreed Rate (accrued
daily) for the period from the Completion Date to the date of payment, shall be
paid in total in cash to the Relevant Purchasers by the Relevant Sellers within
seven Business Days of agreement or determination of the value of the
Adjustment Payment; or


 


8.3         If the value of the Adjustment Payment
is a positive amount, the value of the Adjustment Payment together with an
amount equivalent to interest thereon at the Agreed Rate (accrued daily) for
the period from the Completion Date to the date of payment, shall be paid in
total to the Relevant Sellers by the Relevant Purchasers within seven Business
Days of agreement or determination of the value of Adjustment Payment.


 


8.4         Any
Adjustment Payment pursuant to clause 8.3 shall not take into account
any Net Working Capital Adjustment if such adjustment is in excess of
€50,000,000. The first €30,000,000 of any Net Working Capital Adjustment due
from the Relevant Purchasers shall be paid by the Relevant Purchasers in cash
to the Relevant Sellers. If the Net Working Capital Adjustment is greater than
€30,000,000, the Relevant Purchasers shall, subject to clause 8.5 below
and up to a face value limit of €20,000,000 (the “Kirkniemi
Trade Receivables Cap”), be entitled to make up the balance by the
transfer to the Relevant Sellers of Kirkniemi Trade Receivables with a total
face value equal to the balancing amount but may elect to pay all or any of
such (or where there are insufficient Kirkniemi Trade Receivables shall pay)
additional €20,000,000 or lesser amount (as applicable) in cash. Subject to the
Completion Statements being in agreed form and to clauses 8.2 and 8.3,
the Relevant Purchasers agree that any required transfer of Kirkniemi Trade
Receivables will begin on the fifth Business Day following Completion.


 


8.5         If
the Completion Date falls after 31 December, 2008 the Kirkniemi Trade
Receivables Cap shall be adjusted by the percentage amount relative to the
percentage increase or decrease of the price of finished goods in respect of
the Graphic Paper Business at the date of this Agreement when compared with the
price of such goods on the Completion Date. Any dispute as to the amount of
this percentage shall be determined in accordance with the provisions of Part 3
of Schedule 6.


 


8.6         If
the value of the Inter-Group Debt Adjustment Payment is a negative amount, the
absolute value of the Inter-Group Debt Adjustment Payment together with an
amount equivalent to interest thereon at the Agreed Rate (accrued daily) for
the period from the Completion Date to the date of payment, shall be paid to
the respective Relevant Purchaser by the respective Relevant Seller, and by
M-real on behalf of the relevant member of the Sellers’ Group who is not a
Relevant Seller, within seven Business Days of agreement or determination of
the value of the Inter-Group Debt Adjustment Payment.


 


8.7         If
the value of the Inter-Group Debt Adjustment Payment is a positive amount, the
value of the Inter-Group Debt Adjustment Payment together with an amount
equivalent to interest thereon at the Agreed Rate (accrued daily) for the
period from the Completion Date to the date of payment, shall be paid to the
respective Relevant Seller, and to M-real on behalf of the relevant member of
the Sellers’ Group who is not a Relevant Seller, by respective Relevant
Purchaser within seven 


 


13

















 


Business Days of agreement or determination
of the value of the Inter-Group Debt Adjustment Payment, in each case against
the assignment of the respective receivable of the amount corresponding to the
Inter-Group Debt Adjustment Payment.


 


8.8         If the value of Inter-Group Receivables Adjustment
Payment is a negative amount, the value of Inter-Group Receivables Adjustment
Payment together with
an amount equivalent to interest thereon at the Agreed Rate (accrued daily) for
the period from the Completion Date to the date of payment, shall be paid to
the respective Relevant Seller, or to M-real
on behalf of the relevant member of the Sellers’ Group who is not a Relevant
Seller, by the respective
Group Company
within seven Business Days of agreement or determination of the value of the
Inter-Group Receivables Adjustment Payment.


 


8.9         If the value of Inter-Group Receivables Adjustment Payment is a positive
amount, the value of Inter-Group Receivables Adjustment Payment together with an amount equivalent to
interest thereon at the Agreed Rate (accrued daily) for the period from the
Completion Date to the date of payment, shall be paid to the relevant Group Company by the Relevant Seller or by M-real, on behalf of the relevant
member of the Sellers’ Group who is not a Relevant Seller, within seven Business
Days of agreement or determination of the value of the Inter-Group Receivables
Adjustment Payment.


 


8.10       The
Relevant Sellers and the Relevant Purchasers agree that, upon all payments
pursuant to clauses 8.6, 8.7, 8.8 and 8.9 having
been made, all liabilities relating to payment of Inter-Group Debt shall be
finally and conclusively settled as between the relevant member of Sellers’
Group and the respective Relevant Purchaser and that all Inter-Group
Receivables shall be finally and conclusively settled. Subject to such
payments, M-real shall procure that no member of Sellers’ Group will raise any
claims relating to Inter-Group Debt against any Group Company, and the Relevant
Purchasers shall procure that no Group Company and no member of the Purchaser’s
Group will raise any claims relating to Inter-Group Receivables against any
member of the Sellers’ Group.


 


8.11       The
Relevant Purchasers agree that they will pay to the Relevant Sellers the
Merchant Rebate Adjustment where such amount is a positive value, and the
Relevant Sellers agree they will pay to the Relevant Purchasers the Merchant
Rebate Adjustment where such amount is a negative value (in which event the
payment will be the absolute amount of such negative value), within seven
Business Days of agreement or determination of the same. The Merchant Rebate
Adjustment is the difference between the value of the Merchant Rebates at 30
June, 2008 as determined for the purpose of calculating the Completion
Statements and the actual value of those Merchant Rebates at the Completion
Time (which shall be determined by calculating a pro rata adjustment of the
value of the Merchant Rebates to the Completion Time). Any dispute as to the
basis on which the Merchant Rebate Adjustment has been calculated shall be determined
in accordance with Part 3 of Schedule 6 and references in
that Schedule to “Completion Statements” shall be to the “Merchant Rebate
Adjustment” and to “Completion” to the date on which the final actual payment
of Merchant Rebates is made (which shall be within a reasonable period
following the Completion Date).


 


8.12       For
the avoidance of doubt:


 


(i)           without
prejudice to the Relevant Sellers’ obligations, if any, in clause 8.11,
the Relevant Purchasers shall be responsible for the payment of the Merchant
Rebates as from the 


 


14

















 


Completion Time and shall indemnify the
Relevant Sellers for any failure to make such payments; and


 


(ii)          subject
to Relevant Sellers indemnifying the Relevant Purchasers for any reasonable
amount and to the extent agreed by the Relevant Purchasers in advance of any
such merchant rebate payment in respect of period up to the Completion Date,
the Relevant Purchasers shall be responsible for the payment of all merchant
rebates in respect of the Coaters and the Know-How Business.


 


8.13       The
Relevant Sellers shall be entitled to the Supplier Rebates and the Relevant
Purchasers undertake that they will immediately transfer any such rebates
received by a member of the Purchaser’s Group to the Relevant Sellers.


 


8.14       All payments referred to in this clause
8 shall constitute an adjustment to the Initial Consideration or the
Estimated Inter-Group Debt and (save as permitted by clause 8.4) shall
be made in immediately available funds in Euros in each case without any
set-off, restriction or condition and without any deduction or withholding
(save only as required by law) by telegraphic transfer to the account or
accounts of the Relevant Purchasers or (as the case may be) the Relevant Sellers.


 


9.            TRANSFER OF RISK


 


            The Relevant Sellers and Relevant
Purchasers agree that risk in respect of the Business Assets and the Group
shall pass to the Relevant Purchasers on Completion.


 


10.         COMPLETION


 


10.1       Subject
to clause 10.2 below, or as otherwise stated in this Agreement,
Completion of the sale and purchase of the Business Assets shall take place at
10.00 a.m. on the Completion Date at the offices of the Sellers’
Solicitors at One Bunhill Row, London EC1Y 8YY (or on such other date or at
such other time or place as M-real and Sappi may agree).


 


10.2       Completion
of the sale and purchase of the Business Properties will occur at the offices
of Roschier, at Keskuskatu 7A, FI-00100 Helsinki, Finland.


 


10.3       In
case the Completion Date does not fall on a Business Day, Completion shall take
place on the last Business Day before the Completion Date provided that in such
case effectiveness of Completion shall, unless agreed otherwise by the Relevant
Sellers and Relevant Purchasers, occur on the Completion Date.


 


10.4       Completion of the sale and purchase of
the German Shares shall take place on the Completion Date at the offices of the
relevant notary public in Germany in accordance with paragraph 4(A) of Schedule
3.


 


10.5       Completion of the sale and purchase of
the Biberist Shares shall take place on the Completion Date at the offices of
Bäer & Karrer AG at Brandschenkestrasse 90, CH-8027 Zurich,
Switzerland in accordance with paragraph 4(B) of Schedule 3.


 


10.6       At Completion, each of the Sellers and
the Relevant Purchasers shall do or procure the doing of those things
respectively listed in respect of them in Schedule 3.


 


15

















 


10.7       The Sellers and the Purchasers shall
not be obliged to complete the sale and purchase of any of the Shares or the
Business Assets unless the sale and purchase of all of them shall have been
completed in accordance with Schedule 3.


 


10.8       The cash element of the Initial
Consideration and the Estimated Inter-Group Debt shall be payable by or on behalf
of the Relevant Purchasers in immediately available funds in Euros at
Completion as referred to in paragraph 1(B)(ii) of Schedule 3.


 


10.9       The Consideration Shares shall be
issued to M-real (or its nominee(s)) at Completion as referred to in paragraph
1(B) (iv) of Schedule 3.


 


10.10     The
M-real Vendor Loan Note shall be issued to M-real at Completion as referred to
in paragraph 1(B)(vi) of Schedule 3.


 


10.11     Receipt of funds, Consideration Shares
and the M-real Vendor Loan Note in accordance with clauses 10.8, 10.9
and 10.10 shall constitute a good discharge of the Relevant Purchasers
in respect of the payment of the Initial Consideration and Estimated
Inter-Group Debt but not, for the avoidance of doubt, in respect of the
Relevant Purchasers’ other obligations under clause 8.


 


11.          VAT


 


11.1       All
sums payable for the sale of the Business Assets shall be deemed to be
exclusive of any VAT which may be chargeable on the supply or supplies for
which such sums (or any part thereof) are the whole or part of the consideration
for VAT purposes; and accordingly if any VAT is chargeable in respect of the
sale of the Business Assets, the Relevant Purchasers shall pay to the Relevant
Sellers (in addition to and at the same time as paying the Initial
Consideration) an amount equal to such VAT, against delivery of an appropriate
VAT invoice.


 


11.2       Without
prejudice to the generality of clause 11.1 above:


 


(i)           M-real
and the Relevant Purchaser acknowledge that the sale of the Business Assets
which constitute the Mill Business (the “Mill
Business Assets”) is intended to be treated as a transfer of a
business for the purpose of Article 19(a) of the Finnish Act on Value
Added Tax (30 December 1993/1501, as amended) (the “Finnish VAT Act”) and the Relevant
Purchaser hereby confirms that it will, following Completion, use the Mill
Business Assets for VAT deductible purposes. Both M-real and the Relevant
Purchaser agree that this statement is considered to be the Relevant Purchaser’s
statement as referred to in Section 209(f) of the Finnish VAT Act;


 


(ii)          M-real
and the Relevant Purchaser acknowledge that no VAT will be chargeable in
respect of the sale and purchase of the Business Properties listed in Part A
of Schedule 9;


 


(iii)         the
right and obligation to carry out VAT adjustments based on the investments in
the Business Properties, subject to Article 120 of the Finnish VAT Act,
shall transfer to the Relevant Purchaser at Completion in accordance with
subsection 4 of Article 19(a) of the Finnish VAT Act. M-real
undertakes to provide the Relevant Purchaser, on Completion, with the account
(the “Account”) as referred to in Section 1
of Article 209(g) and a copy referred to in Section 3 of Article 209(g) of
the Finnish VAT Act, to the extent M-real has received such accounts from previous
holders of the Business Properties. M-real


 


16

















 


represents
and warrants that no other accounts have been given by any previous holder of
the Business Properties as referred to in Section 3 of Article 209(g) of
the Finnish VAT Act.  M-real represents
and warrants that the Account includes all matters provided in Article 209(h) of
the Finnish VAT Act and is also in all respects free from defects;


 


(iv)         M-real
shall indemnify the Relevant Purchaser against all liabilities, damages and
costs that the Relevant Purchaser suffers as a result of any defect or
inadequacy in the Account, including any such defect or inadequacy arising
after the date of the establishment of the Account  in respect of which M-real would be required,
in accordance with Section 2 of Article 209(g) of the Finnish
VAT Act, to render a supplementary account, regardless of whether M-real has in
fact rendered such a supplementary account. M-real shall not be required to
indemnify the Relevant Purchaser in respect of any liabilities, damages or
costs arising (directly or indirectly) as a result of any matter taking place
after Completion, or as a result of any failure of the Relevant Purchaser to
use the Business Properties for VAT deductible purposes. The Relevant Purchaser
shall compensate M-real for any benefit the Relevant Purchaser obtains (in the
form of additional deductions or refund of VAT) as a result of any defect or
inadequacy in the Account, provided that a supplementary account is rendered by
M-real in accordance with section 2 of Article 209(g) of the VAT Act;


 


(v)          the
Relevant Purchaser hereby confirms in accordance with Section 209(i) of
the Finnish VAT Act that it shall use the Business Properties for business
activities following Completion and that it shall, by Completion, be entered in
the Finnish VAT register; and


 


(vi)         if,
notwithstanding the provisions of this clause 11.2, the relevant Tax
Authority shall determine that VAT is chargeable in respect of the supply of
all or any part of the Mill Business Assets under this Agreement, the Relevant
Seller shall notify the Relevant Purchaser of that determination within 7 days
of its being so advised that Tax Authority and the Relevant Purchaser shall pay
to the Relevant Seller by way of additional consideration in accordance with clause
11.1, a sum equal to the amount of VAT determined by the Tax Authority to
be so chargeable, together with any related interest or penalties imposed by
the Tax Authority (if any), within 30 days of the Relevant Seller notifying the
Relevant Purchaser of that determination (against delivery by the Relevant
Seller of an appropriate VAT invoice).


 


12.         ACTION AFTER COMPLETION


 


12.1       If
so requested by the Relevant Purchasers, the Relevant Sellers shall, for a
period of three months or for so long thereafter as the Relevant Purchasers may
reasonably request following Completion, join with the Relevant Purchasers in
sending out notices (such notices to be agreed between the Relevant Sellers and
the Relevant Purchasers prior to being sent out) to all third party suppliers
and third party customers in relation to the Business and other business
contacts relating to the Business informing them of the transfer of the
Business.


 


12.2       The
Relevant Sellers shall procure that originals of all notices, correspondence,
information, orders or enquiries relating solely to the Business and copies of
the relevant parts of all notices, correspondence, information, orders or
enquiries relating partly to the Business and partly to one or more of the
remaining businesses of the Sellers’ Group which are received by any member of
the Sellers’ Group on or after Completion shall be passed as soon as
practicable to the Relevant Purchaser.


 


17

















 


12.3       The
Relevant Purchaser shall procure that originals of all notices, correspondence,
information, orders or enquiries relating solely to one or more of the
remaining businesses of the Sellers’ Group and copies of the relevant parts of
all notices, correspondence, information, orders or enquiries relating partly
to one or more of the remaining businesses of the Sellers’ Group and partly to
the Business which are received by the Purchaser’s Group on or after Completion
shall be passed as soon as practicable to the relevant member of the Sellers’
Group.


 


12.4       Without
limiting clause 14.4(i), all moneys or other items belonging to the
Relevant Purchaser or to any other member of the Purchaser’s Group which are
received by the Relevant Sellers or any other member of the Sellers’ Group on
or after Completion and were comprised within or were represented by the
Business or any of the Business Assets sold at Completion pursuant to this
Agreement shall be promptly paid over or delivered to the Relevant Purchasers
or the relevant member of the Purchaser’s Group and, pending such payment,
shall be held on trust (or procured to be held in trust) by the Relevant
Sellers or such other member of the Sellers’ Group for the Relevant Purchasers
or the relevant member of the Purchaser’s Group.


 


12.5       All
moneys or other items belonging to the Relevant Sellers or to any other member
of the Sellers’ Group which are received by the Relevant Purchasers or any
other member of the Purchaser’s Group on or after Completion and were excluded
from the Business or any of the Business Assets sold at Completion pursuant to
this Agreement shall be promptly paid over or delivered to the Relevant Sellers
or the relevant member of the Sellers’ Group and, pending such payment, shall
be held on trust (or procured to be held in trust) by the Relevant Purchasers
for the Relevant Sellers (or such other relevant member of the Sellers’ Group,
as the case may be).


 


13.         THIRD PARTY CONSENTS FOR THE SALE OF BUSINESS
ASSETS


 


13.1       Where
any consent or agreement of any third party (other than a relevant regulatory
or anti-trust authority) is required for the transfer of any of the Business
Assets (other than in relation to the transfer of any Business Contract or the
performance of any Business Contract by the Relevant Purchasers) and such
consent or agreement has not been obtained at or before Completion, (subject to
any transfer by operation of law) the sale of the relevant Business Asset shall
not take effect, notwithstanding Completion, until that consent or agreement
has been obtained and each of the Relevant Sellers (or the relevant member of
the Sellers’ Group) and the Relevant Purchasers shall (at the expense of the
Relevant Purchasers) use their respective reasonable endeavours after
Completion to obtain it as soon as possible.


 


13.2       After
Completion, and until such time as any consent or agreement referred to in clause 13.1
is obtained the Relevant Seller (or the relevant member of the Sellers’ Group)
shall be deemed to hold the benefit of the relevant Business Asset referred to
in clause 13.1 on trust for the Relevant Purchasers, or where
holding on trust is not possible under local law the Relevant Sellers and the
Relevant Purchasers shall make such other arrangements between themselves to
provide to the Relevant Purchasers the benefits of the relevant Business
Assets.


 


14.          TRANSFER OF
BUSINESS CONTRACTS AND LICENCES


 


14.1       Subject
to clause 14.2, the Relevant Purchasers shall become entitled to the
benefits (subject to the burden) of the Business Contracts and this Agreement
shall constitute an assignment of the benefit of the Business Contracts to the
Relevant Purchasers with effect from Completion.


 


18

















 


14.2       This
Agreement shall not constitute an assignment or attempted assignment of any
Business Contract if the assignment or attempted assignment is not possible or
would constitute a breach of the relevant Business Contract.


 


14.3       Where
a Third Party Consent is required to the assignment of the benefit of, or
novation of, a Business Contract or to some other arrangement required to be
put in place in respect of those Business Contracts which relate in part only
to the Business whereby the relevant part is severed and transferred, the
Relevant Sellers shall use all reasonable endeavours (without incurring any
costs or expenses) with the co-operation of the Relevant Purchasers (such
co-operation to include, without limitation, the provision by the Relevant
Purchasers of a guarantor or guarantors of the obligations under the relevant
Business Contract, if required) to obtain any Third Party Consent to assignment
or novation or to such severance arrangement of all relevant Business Contracts
both before and after Completion.


 


14.4       After Completion, and until any
necessary Third Party Consent is obtained, the following provisions shall
apply:


 


(i)           the
Relevant Sellers shall be deemed to hold the benefit of that Business Contract
(to the extent permitted under the relevant Business Contract) on trust for the
Relevant Purchasers (if to do so would not constitute a breach of such Business
Contract), or where holding on trust is not possible under local law the
Relevant Sellers and the Relevant Purchasers shall make such other arrangements
between themselves to provide to the Relevant Purchasers the benefits of the
relevant Business Contract (including wherever possible licences of
Intellectual Property), including the enforcement of all rights of the Relevant
Sellers against any other party thereto;


 


(ii)          if
it is permissible under the relevant Business Contract, the Relevant Purchasers
shall perform for or on behalf of the Relevant Sellers (but at the Relevant
Purchasers’ expense) the obligations of the Relevant Sellers under that
Business Contract failing to be performed on or after Completion; and


 


(iii)         to
the extent that the Relevant Purchasers are lawfully able to do so, and subject
to the Relevant Purchasers receiving the benefits of the Business Contract, the
Relevant Purchasers hereby undertake to pay the Relevant Sellers such amount as
is required to indemnify each member of the Sellers’ Group against any act or
omission of the Relevant Purchasers to perform or comply with any obligation of
M-real which falls to be performed or complied with after Completion, as
referred to in paragraph (ii) of this clause 14.4,


 


provided that this clause 14.4
will not apply to the Energy Plant Contracts.


 


14.5       Where
the performance and discharge by the Relevant Purchasers of the obligations and
liabilities arising under a Business Contract would constitute a breach by the
Relevant Sellers of the terms of such Business Contract, the Relevant Sellers
shall, until the Third Party Consent is obtained, continue so far as reasonably
practicable to perform and discharge the relevant Business Contract to the
extent necessary to avoid any such breach PROVIDED THAT:


 


(i)            the
Relevant Sellers shall exercise their rights in respect of such Business
Contract as the Relevant Purchasers may direct or approve (acting reasonably)
and not otherwise and shall account to the Relevant Purchasers for any sums
arising thereunder;


 


19

















 


(ii)          the
Relevant Purchasers (at their own expense) shall provide the Relevant Sellers
with such documents, facilities and assistance and/or enter into such other
arrangements as the Relevant Sellers shall reasonably deem necessary or require
for the purpose of performing and discharging the Business Contract, in each
case in such manner that the Relevant Sellers are not in breach thereof;


 


(iii)         the
Relevant Sellers shall be deemed to hold the benefit of such Business Contract
(to the extent permitted under the relevant Business Contract) on trust for the
Relevant Purchasers (if to do so would not constitute a breach of such Business
Contract) and such benefit will be promptly paid over to the Relevant
Purchasers; and


 


(iv)          the
Relevant Purchasers shall reimburse the Relevant Sellers any costs and expenses
reasonably incurred by the Relevant Sellers, and shall on behalf of the
Relevant Sellers discharge any liabilities in each case arising as a result of
such performance and discharge by the Relevant Sellers and shall provide all
reasonable facilities and assistance to the Relevant Sellers free of charge for
such purpose (including, without limitation, providing the services of the
Business Employees, access to the Business Properties and the use of the
Business Assets) and shall pay to the Relevant Seller such amount as is
required to indemnify each member of the Sellers’ Group in respect of the same,


 


provided that this clause 14.5
shall not apply to the Energy Plant Contracts.


 


14.6       M-real
shall, on behalf of itself and the Sellers Group’, within 5 Business Days of
execution of this Agreement seek a Third Party Consent from Fortum in relation
to the transfer, assignment or novation of the Energy Plant Contracts to the
Relevant Purchasers.


 


14.7       If
the Third Party Consent of Fortum in relation to all of the Energy Plant
Contracts is granted then the Energy Plant Contracts shall be so transferred,
assigned or novated to the Relevant Purchasers.


 


14.8       If
the Third Party Consent of Fortum in relation to the Energy Plant Contracts is
not able to be obtained by the Relevant Sellers or relevant members of the
Sellers’ Group, then the Relevant Sellers or the relevant members of the
Sellers’ Group shall enter into energy plant contracts on equivalent terms, mutatis  mutandis, as
those in place between Fortum and the Relevant Sellers or the relevant members
of the Sellers’ Group in order to vest in the Relevant Purchasers all the
benefits thereof as if it were a party to such agreements itself.


 


14.9       For
the purposes of Schedule 6, M-real shall be deemed to have complied with
its obligations under this clause 14.9 if the provisions of:


 


(i)            clause
14.7 or 14.8 are complied
with; and


 


(ii)           the
Energy Plant Contracts (including, for the avoidance of doubt, the CHP Lease)
have been transferred to the Relevant Purchasers in accordance with the
provisions of clauses 2, and/or 14.7 or 14.8.


 


14.10     Without
prejudice to the provisions of Schedule 6, if M-real has not complied
with its obligations under clause 14.9 at Completion, Sappi shall pay
€20m to M-real within 7 Business Days of 


 


20

















 


M-real complying with clause 14.9 providing
M-real complies with clause 14.9 within 30 Business Days of
Completion.


 


14.11     M-real
and Sappi shall use their best efforts to have the Stockstadt Lease between
Stockstadt GmbH and Molsindra Vermietungsgesellschaft mbH & Co. Objekt
Stockstadt KG (the “Lessor”)  amended to the effect that any links to
M-real shall cease and M-real shall be released of any obligations towards the
Lessor or Stockstadt GmbH arising from the Stockstadt Lease. In particular, the
termination right of the Lessor under section 11.3 of the Stockstadt Lease
relating to M-real’s group credit facility and the right of Lessor to request
M-real to assume the Stockstadt Lease under the lease assumption agreement
shall be cancelled. In return for such changes Sappi is prepared to give the
Lessor reasonable comfort with respect to the fulfilment of the Stockstadt
Lease by Stockstadt GmbH on a level which is comparable to the comfort given by
M-real so far. In the event the Lessor should be unwilling to renegotiate and
amend the Stockstadt Lease but the Stockstadt Lease is not terminated by the
Lessor, Sappi shall indemnify and hold harmless M-real from and against any
losses and damages in connection with the Stockstadt Lease to the extent such
losses and damages relate to the period after the Completion Date. Should
M-real have to assume the Stockstadt Lease pursuant to the lease assumption
agreement, M-real shall act at the instruction and for the account of the
Relevant Purchaser as if the Relevant Purchaser was a party to the Stockstadt
Lease and Sappi shall indemnify and hold harmless M-real from and against any
losses and damages in connection with the Stockstadt Lease to the extent such
losses and damages relate to the period after the Completion Date.


 


15.          ASSUMED
LIABILITIES AND ASSURANCES


 


15.1       The
Relevant Purchasers hereby agree with the Relevant Sellers that they will duly
and properly perform, assume and pay and discharge when due, and pay to the
Relevant Sellers such amount as is required to indemnify the Relevant Sellers
and each other relevant member of the Sellers’ Group against, all Assumed
Liabilities save to the extent any such Assumed Liability is recoverable under Schedules
14 and 15.


 


15.2       In
this Agreement “Assumed Liabilities”
means:


 


(i)           all
outstanding or unperformed obligations of the Relevant Sellers and each other
member of the Sellers’ Group under the Business Contracts (including, for the
avoidance of doubt, all trade payables) whether falling due for observance or
performance before, at or after Completion, excluding those obligations to the
extent arising from events occurring on or prior to Completion except to the
extent they are provided for in the Carve-Out Accounts or to the extent taken
account in the Net Working Capital Adjustment or in an Adjustment Payment or
otherwise in the Completion Statements;


 


(ii)          without
prejudice to clause 19.9 (ii), all obligations and liabilities
(including all business rents, rates and other periodic outgoings) in respect
of the Business Properties whether falling due for observance or performance
before, at or after Completion, excluding those obligations and liabilities to
the extent arising from events occurring on or prior to Completion except to
the extent they are provided for in the Carve-Out Accounts or to the extent
taken account in the Net Working Capital Adjustment or otherwise in an
Adjustment Payment or otherwise in the Completion Statements; and


 


(iii)         all
liabilities arising in connection with the condition of, or any defect in, any
Business Stocks, excluding those liabilities to the extent arising from events
occurring on or prior to 


 


21

















 


Completion except to the extent they
are provided for in the Carve-Out Accounts or to the extent taken account in
the Net Working Capital Adjustment or otherwise in an Adjustment Payment or
otherwise in the Completion Statements.


 


15.3       The
Relevant Purchasers covenant that, at any time and from time to time on or
after Completion they will execute and deliver all such further instruments of
assumption and acknowledgements as any member of the Sellers’ Group may
reasonably request in order to effect the release and discharge in full of the
relevant member of the Sellers’ Group in respect of any Assumed Liability and
the Relevant Purchasers’ assumption of the Assumed Liabilities and the
substitution of the Relevant Purchasers as the primary obligors in respect of
the Assumed Liabilities in each case on a non-recourse basis to the Sellers’
Group.


 


15.4       The
Relevant Purchasers covenant that, at any time and from time to time on or
after Completion they will execute and deliver all such further instruments of
assumption and acknowledgements as any member of the Sellers’ Group may
reasonably request in order to effect the release and discharge in full of any
Assurance howsoever structured given at any time by any member of the Sellers’
Group to any person in respect of any obligation or liability of any member of
the Group and the Relevant Purchasers’ assumption of, and the substitution of
the Relevant Purchasers as the primary obligors in respect of, each such
Assurance, in each case on a non-recourse basis to members of the Sellers’
Group.


 


15.5       The
Relevant Purchasers hereby agree with each of the Relevant Sellers (on behalf
of themselves and each other member of the Sellers’ Group) that they will
assume and pay and discharge when due, and pay to the Relevant Sellers such
amount as is required to indemnify each member of the Sellers’ Group against
the Assurances referred to in clause 15.4 (other than to the extent that
they have been released and discharged in accordance with clause 15.4).


 


15.6       Each
of the Relevant Sellers covenant that, at any time and from time to time on or
after Completion, they will execute and deliver all such instruments of
assumption and acknowledgements or take such other action as the Relevant
Purchasers may reasonably request in order to effect the release and discharge
in full of any Assurance howsoever structured given by any member of the Group
or otherwise by the Business to any person in respect of any obligation or
liability of any member of the Sellers’ Group and shall procure the assumption
of, and the substitution of an appropriate member of the Sellers’ Group as the
primary obligor in respect of, each such Assurance on a non-recourse basis to
the Purchaser’s Group.  Pending such
release and discharge, the Relevant Sellers hereby agree with the Relevant
Purchasers (on behalf of themselves and each member of the Group) that they
will assume and pay and discharge when due, and pay to the Relevant Purchasers
such amount as is required to indemnify each member of the Group against, all
such Assurances.


 


16.          BUSINESS
RECEIVABLES


 


16.1       As
soon as practicable following Completion, the Relevant Sellers shall deliver to
the Relevant Purchasers details of the Business Receivables.


 


16.2       Notwithstanding
clause 16.1, as soon as practicable following the satisfaction of the
conditions in paragraphs 2 and 3 of Schedule 2 the
Relevant Sellers shall use reasonable endeavours to deliver details of the
Business Receivables to the Relevant Purchasers.


 


22














 


16.3                    Subject to clause 8.4, the
Relevant Sellers agree that the Relevant Purchasers alone shall be responsible
for the collection of any of the Business Receivables and that:


 


(i)                                   the
Relevant Purchasers shall be entitled to take such steps as it may think fit to
recover any outstanding Business Receivables;


 


(ii)                                the
Relevant Sellers shall not take, and shall procure that no other member of the
Sellers’ Group takes, any step to collect the Business Receivables, and shall
not do anything to hinder their collection by the Relevant Purchasers; and


 


(iii)                            if
the Relevant Sellers or any other member of the Sellers’ Group should receive
any communication or payment in respect of any Business Receivable, the
Relevant Sellers shall or shall procure that written details of any such
communication or payment are given to the Relevant Purchasers as soon as
reasonably practicable following receipt thereof.


 


16.4                    Where anything (including any service
or payment) is to be provided by a member of the Purchaser’s Group under any of
the Business Contracts after Completion, but any payment (whether by way of
deposit, prepayment, provision of a service or otherwise) in respect of the
price or cost of it has been received by a member of the Sellers’ Group before
Completion, the Relevant Sellers shall procure that the relevant member of the
Sellers’ Group pays a sum equal to the amount of that payment to the relevant
member of the Purchaser’s Group immediately following Completion, following
receipt of which the member of the Purchaser’s Group shall provide such thing
or service or payment and shall hold such sum on trust for that member of the
Purchaser’s Group until it is paid over.


 


16.5                    Where anything (including any service
or payment) is to be provided by a member of the Purchaser’s Group under any of
the Business Contracts after Completion, but any payment (whether by way of
deposit, prepayment provision of a service or otherwise) has been made by a
member of the Sellers’ Group in respect of the price or cost of it before Completion,
the Relevant Purchasers shall procure that that relevant member of the
Purchaser’s Group pays a sum equal to the amount of that payment to the
relevant member of the Sellers’ Group as soon as reasonably practicable
following the member of the Purchaser’s Group becoming aware of such thing or
service and shall hold such sum on trust for that member of the Sellers’ Group
until it is paid over.


 


16.6                    Any sums received by the Relevant
Purchasers or the Relevant Sellers (or any other member of the Sellers’ Group)
from a third party from whom monies are due both to the Relevant Sellers
(and/or another member of the Sellers’ Group) in respect of any other business
and to the Relevant Purchasers in respect of the Business which monies were
separately invoiced prior to Completion, where the monies are not clearly
identifiable or apportionable as relating in whole or in part to a debt in
respect of the Business or a debt of the Relevant Sellers (or another member of
the Sellers’ Group) in respect of any other business, shall be deemed first to
be in satisfaction of the liability which first arose.


 


16.7                    Any sum received by the Relevant
Purchasers from a third party from whom monies are due both to the Relevant
Sellers (and/or another member of the Sellers’ Group) and to the Relevant
Purchasers under a single invoice rendered to that third party which does not
constitute a payment of the whole amount due under such invoice but only in
part thereof shall be payable as follows:


 


23

















 


(i)                                   if
the payment is accompanied by a statement (express or implied) by the third
party as to which goods it is made in respect of, then in accordance with such
statement; and


 


(ii)                                if
no such statement as to the aforesaid matters is made by the third party, then
to each of the parties entitled under the relevant invoice, the pro rata
proportion of the part payment made which corresponds to the proportion of the
entire amount invoiced due to that party,


 


ALWAYS PROVIDED THAT if, in circumstances
where a payment is apportioned in accordance with the provisions of sub-clause
(ii) above, it is subsequently ascertained which goods the part payment was
made in respect of, then the party or parties to whom such payment would have
been made, had it been known at the time that such monies were received to whom
such payment should have been made, shall be entitled to call for such amount
to be paid over by the party or parties who received such payment in the first
instance, who shall promptly pay over the same. The provisions of sub-clause
(ii) above shall apply, mutatis mutandis,
to any sum received by the Relevant Sellers (and/or any other member of the
Sellers’ Group) in respect of any such invoice and the Relevant Sellers shall
procure compliance with such provisions by any relevant member of the Sellers’
Group.


 


16.8                    The Relevant Sellers (or any other
member of Sellers’ Group) shall be under no liability to the Relevant
Purchasers if any of the Business Receivables are not paid save where such non-payment
was caused by the Relevant Sellers’ wilful default or negligence in the
performance of its obligations under this clause 16.


 


17.                           SELLERS’ WARRANTIES AND PURCHASERS’ REMEDIES


 


17.1                    Subject as provided
in this Agreement, M-real, on behalf of itself and the Relevant Sellers,
warrants to the Relevant Purchasers as at the date of this Agreement in the
terms of the Warranties set out in Schedule 4.


 


17.2                    The only Warranties
given:


 


(i)                                   in respect of the Properties are those
contained in paragraph 16 of Schedule 4 and each of the other
Warranties shall be deemed not to be given in relation to the Properties;


 


(ii)                                in respect of Environmental Matters are
those contained in paragraph 17 of Schedule 4 and each of the
other Warranties shall be deemed not to be given in relation to Environmental
Matters;


 


(iii)                             in respect of Intellectual Property
(including for the avoidance of doubt, any Intellectual Property subsisting in
any IT Systems), know-how and contracts, arrangements and engagements relating
thereto are those contained in paragraph 18 of Schedule 4 and
each of the other Warranties shall be deemed not to be given in relation to
Intellectual Property, know-how and contracts, arrangements and engagements
relating thereto;


 


(iv)                              in respect of IT Systems (or agreements
relating thereto) are those contained in paragraph 18 of Schedule 4
and each of the other Warranties shall be deemed not to be given in relation to
IT Systems (or agreements relating thereto);


 


24

















 


(v)                                 in respect of Tax are those contained
in paragraph 22 of Schedule 4 and each of the other Warranties
shall be deemed not to be given in relation to Tax;


 


(vi)                              in respect of all employment and
pension matters are those contained in paragraphs 20 and 21
respectively of Schedule 4 and each of the other Warranties shall be
deemed not to be given in relation to employment and pension matters; and


 


(vii)                           in respect of the Accounts and the
Carve-Out Accounts are those contained in paragraph 9 of Schedule 4
and each of the other Warranties shall be deemed not to be given in relation to
Accounts and Management Accounts.


 


17.3                    The liability of the
Relevant Sellers under or in relation to the Warranties shall be limited as set
out in Schedule 5.


 


17.4                    Any payment made by
the Relevant Sellers in respect of any claim under the Warranties shall be
made, to the extent possible, by way of an adjustment to the Consideration.


 


17.5                    The Relevant
Purchasers acknowledge and agree that the Relevant Sellers make no representation
or warranty as to the accuracy of the forecasts, estimates, projections,
statements of intent or statements of honestly expressed opinion provided to
the Relevant Purchasers (howsoever provided) on or prior to the date of this
Agreement, including without limitation, in the Disclosure Letter, the Data Room or
in the documents provided to the Relevant Purchasers or their advisers in the
course of the Relevant Purchasers due diligence exercise.


 


17.6                    The Relevant
Purchasers acknowledge that they do not rely and have not been induced to enter
into this Agreement on the basis of any warranties, representations, covenants,
undertakings, indemnities or other statements whatsoever other than the
Warranties and acknowledge that neither the Relevant Sellers nor any member of
the Sellers’ Group or any of their respective agents, officers or employees or
any other person has given such warranties, representations, covenants,
undertakings, indemnities or other statements.


 


17.7                    The Relevant Purchasers acknowledge and
agree that they are not aware of any matter on or before the date of this
Agreement which would form the basis of a claim for breach of Warranty.


 


17.8                    Notwithstanding that
the Relevant Purchasers become aware at any time that there has been any breach
of any of the Warranties or any other term of this Agreement, the Relevant
Purchasers shall not be entitled to rescind this Agreement or treat it as
terminated but shall be entitled to claim damages or exercise any other right,
power or remedy under this Agreement or as otherwise provided by law. The
Relevant Purchasers waive all and any rights of rescission in respect of this
Agreement they may have (howsoever arising or deemed to arise) other than any
such rights in respect of fraud.


 


17.9                    Each of the Warranties
shall be construed as a separate and independent warranty and, except where
expressly provided to the contrary, shall not be limited or restricted by
reference to or inference from the terms of any other Warranty or any other
provision of this Agreement.


 


17.10             If after the signing of this Agreement
and before Completion (as appropriate):


 


25

















 


(i)                                  any
Relevant Seller shall become aware that any of the Warranties set out in paragraphs
1, 2, 4 and 6(A) of Schedule 4 of this
Agreement was untrue or inaccurate as of the signing of this Agreement; or


 


(ii)                               any
event shall occur or matter shall arise of which any Relevant Seller becomes
aware which would result in any of the Warranties set out in paragraphs 1,
2, 4 and 6(A) of Schedule 4 of this Agreement
being untrue or inaccurate at Completion had the Warranties set out in paragraphs
1, 2, 4 and 6(A) of Schedule 4 of this
Agreement been repeated on Completion,


 


the Relevant Sellers shall notify
the Relevant Purchasers in writing as soon as practicable and in any event
prior to Completion setting out full details of the matter and the Relevant
Sellers shall make any investigation concerning the event or matter and take
such action, at their own cost, as the Relevant Purchasers may reasonably
require.


 


17.11              Any notification pursuant to clause
17.10 shall not operate as a disclosure pursuant to paragraph 10 of Schedule
5 and the Warranties set out in paragraphs 1, 2, 4 and
6(A) of Schedule 4 of this Agreement shall not be subject to
such notification.


 


17.12             The Relevant Sellers further warrant to
the Relevant Purchasers that the Warranties set out in paragraphs 1, 2,
4 and 6(A) of Schedule 4 of this Agreement will be
true and accurate at Completion as if they had been repeated at Completion.


 


17.13             For the avoidance of doubt, clauses
17.10 to 17.12 shall only apply to the Warranties specifically set
out in those clauses and not any other Warranty set out in Schedule 4 of
this Agreement.


 


18.                           PURCHASERS’ WARRANTIES


 


18.1                     The Purchaser, on behalf of itself and
the Relevant Purchasers, warrants to the Relevant Sellers as at the date of
this Agreement that:


 


(i)                                  each
of the Relevant Purchasers has the requisite power and authority to enter into
and perform this Agreement and any other documents (including, without
limitation, the M-real Vendor Loan Note and the Vendor Loans) which are to be
entered into pursuant to this Agreement to which they are a party (the “Purchasers’ Completion Documents”).


 


(ii)                               this
Agreement constitutes and the Purchasers’ Completion Documents will, when
executed by the Relevant Purchasers, constitute binding obligations of the
Relevant Purchasers in accordance with the respective terms of each such
document.


 


(iii)                            the
execution and delivery of, and the performance by each of the Relevant
Purchasers of their respective obligations under this Agreement and the
Purchasers’ Completion Documents to which each is respectively a party will
not:


 


(a)                                result in a breach of any provision of
the memorandum or articles of association or equivalent constitutional
documents of the Relevant Purchasers;


 


(b)                               result in a breach of, or constitute a
default under, any instrument to which the Relevant Purchasers are a party or
by which the Relevant Purchasers are 


 


26

















 


bound and which is material in the
context of the transactions contemplated by this Agreement;


 


(c)                                so far as the Relevant Purchasers are
aware, result in a breach of any existing order, judgment or decree of any
court or governmental agency to which the Relevant Purchasers are a party or by
which the Relevant Purchasers are bound and which is material in the context of
the transactions contemplated by this Agreement; or


 


(d)                                save as contemplated by this Agreement,
require the Relevant Purchasers to obtain any consent or approval of, or give
any notice to or make any registration with, any governmental or other
authority which has not been obtained or made at the date of this Agreement and
is in full force and effect; and


 


(iv)                              save
as disclosed in a letter to M-real of even date herewith, no member of the
Purchaser’s Group is engaged in any legal or arbitration proceedings which may
have or have had during the preceding 12 months a significant effect on the
financial or trading position of the Purchaser’s Group and no such legal or
arbitration proceedings are threatened or pending nor to the best of the
knowledge, information and belief of the Purchaser (having made all reasonable
enquires), are there any circumstances which may give rise to any such legal or
arbitration proceedings.


 


18.2                    If after the signing of this Agreement
and before Completion (as appropriate):


 


(i)                                  any
Relevant Purchaser shall become aware that any of the warranties set out in clause
18.1 above was untrue or inaccurate as of the signing of this Agreement; or


 


(ii)                               any
event shall occur or matter shall arise of which any Relevant Purchaser becomes
aware which would result in any of the warranties set out in clause 18.1
above being untrue or inaccurate at Completion had the warranties set out in clause
18.1 above been repeated on Completion,


 


the Relevant
Purchasers shall notify the Relevant Sellers in writing as soon as practicable
and in any event prior to Completion setting out full details of the matter and
the Relevant Purchasers shall make any investigation concerning the event or
matter and take such action, at their own cost, as the Relevant Sellers may
reasonably require.


 


18.3                    Any notification pursuant to clause
18.2 above shall not operate as a disclosure pursuant to paragraph 10
of Schedule 5 and the warranties set out in clause 18.1 above
shall not be subject to such notification.


 


18.4                    The Relevant Purchasers further warrant
to the Relevant Sellers that the warranties set out in clauses 18.1(i) to
18.1(iii) (but not, for the avoidance of doubt, clause 18.1(iv))
above will be true and accurate at Completion as if they had been repeated at
Completion.


 


19.                           SELLERS’ UNDERTAKINGS


 


19.1                    The Relevant Sellers agree and
undertake to provide the Relevant Purchasers (and will use all reasonable
endeavours to procure that their auditors provide the Relevant Purchasers) with
all such assistance as the Relevant Purchasers reasonably require to produce
the Sappi Circular, 


 


27

















 


including without limitation in respect
of financial information relating to the Business Assets to be included
therein.


 


19.2                    Subject to their reasonable external
costs being covered by the Relevant Purchasers, the Relevant Sellers agree and
undertake to provide the Relevant Purchasers with such assistance as the
Relevant Purchasers reasonably require to produce any offering circular or
prospectus relating to any Financing, including:


 


(i)                                  furnishing the Relevant Purchasers with all financial
statements and financial data relating to the Business Assets that would be
required to be included in the relevant offering circular or
prospectus:


 


(a)                                under applicable South African or US
rules and regulations (and, in the case of an offering of high-yield
notes, that are customarily included in offering memoranda for offerings
conducted in accordance with Rule 144A and Regulation S in the European
high-yield market); or


 


(b)                                in order to allow the granting by
auditors of negative assurance comfort under SAS 72 ‘look-a-like’;


 


(ii)                               using all reasonable endeavours to procure that their
auditors provide such accountants’ comfort letters (including a statement that
such auditors have conducted a SAS 100 or ISRE 2410 review, as applicable for
each relevant offering document, on any interim financial statements included
in such offering circular or prospectus) and consents as reasonably requested
by the Relevant Purchasers; and


 


(iii)                            providing such assistance to the Relevant Purchasers as
they may reasonably request in connection with any listing of securities issued
in any Financing on the JSE, the London Stock Exchange or an unregulated stock
exchange in the European Union, as applicable.


 


19.3                    The Relevant Sellers undertake that as
at Completion, the make-up of working capital as between the Kangas Mill, the
Kirkniemi Mill, the Stockstadt Mill and the Biberist Mill and as between each
different component of working capital shall in each case be in accordance with
the ordinary course operations of those mills and in each case consistent with
past practice.


 


19.4                    Save as required by law of any relevant
jurisdiction (including, for the avoidance of doubt, any disclosure to a Tax
Authority), the Relevant Sellers agree not to use or disclose the Business
Information to any person other than the Relevant Purchasers after Completion.


 


19.5                    The Relevant Sellers undertake to carry
out the Pre-Sale Reorganisation as soon as reasonably practicable following the
signing of this Agreement and in any event so as to be completed prior to
Completion in accordance with paragraph 6 of Schedule 2 of this
Agreement.


 


19.6                    Subject to the Relevant Purchasers
indemnifying the Relevant Sellers for any reasonable costs in respect of the
same (including, without limitation, any increases in any premiums or the loss
of any benefit in relation to any insurance agreement), the Relevant Sellers
undertake to use reasonable endeavours to pursue any insurance claim that the
Relevant Purchasers may reasonably request that the Relevant Sellers pursue in
order to vest the benefit of clause 2.1(x) in the Relevant
Purchasers so far as is reasonably practicable.


 


28

















 


19.7                    M-real shall use reasonable endeavours
to procure that the Kangas PM2 is removed from the Kangas PM2 Property within 3
years of Completion Date and shall ensure that the Kangas PM2 Property is made
safe in accordance with normal standards upon the removal of the Kangas PM2. If
M-real has not been able to remove the Kangas PM2 and make the Kangas PM2
Property safe within 3 years of the Completion Date, M-real and Sappi agree to
enter into a good faith negotiation in order to determine how the Kangas PM2
should be removed from the Kangas PM2 Property, including if appropriate, a
discussion as to the extension of the Kangas PM2 Property Lease.


 


19.8                    M-real shall use reasonable endeavours
to procure that Biberist shall distribute prior to Completion all its retained
earnings as per the Biberist statutory accounts for the year ended 31 December,
2007, insofar as the same are freely distributable  and insofar as agreed by M-real and
Sappi (the “Biberist Retained Earnings”),
subject to the following terms and conditions:


 


(i)                                  that
Biberist has obtained an advance written tax ruling, reasonably
satisfactory to both M-real and Sappi, of the Swiss Federal Tax
Administration confirming that there is no Swiss dividend withholding treatment
of the Biberist Retained Earnings;


 


(ii)                               that
such tax ruling shall be obtained by the statutory auditor of Biberist (as set
out in Schedule 7 (B)) or any other independent person acceptable to
M-Real and Sappi and shall be binding upon M-Real and Sappi for the purpose of
this Agreement;


 


(iii)                            that
the statutory auditor of Biberist (as set out in Schedule 7 (B))
confirms (based on an interim balance sheet drawn up as per 30 September, 2008
(or, if the distribution is to be made after 31 December, 2008, based on a
balance sheet drawn up as per 31 December, 2008, if available) consistent with
the accounting practice of Biberist according to Swiss GAAP) in writing to
M-real (who shall provide a copy of such confirmation to Sappi) that the
dividend distribution complies with Swiss company law and with the Articles of
Association of Biberist; and


 


(iv)                             that
Biberist shall, at the latest, distribute the Biberist Retained Earnings three
Business Days prior to the Completion Date,


 


provided that M-real and Sappi shall
not procure and Biberist shall not be required to make a distribution to an
extent which would constitute a repayment of capital (Einlagerückgewähr) or a violation of its
legally protected reserves (gesetzlich
geschützte Reserven). If such tax ruling can only be obtained after
Completion (or if the only tax ruling which can be obtained after Completion is
not satisfactory to both M-real and Sappi), M-real shall discuss in good faith
what steps can reasonably be taken to ensure Sappi can reasonably procure that
the Biberist Retained Earnings are distributed to NL Holding, net of any costs
or expenses and net of any amount of Swiss withholding tax which may be
deductible in accordance with such ruling or such other steps in relation to
the Biberist Retained Earnings as are reasonable.


 


M-real and Sappi shall procure that the
costs (other than in relation to any tax ruling obtained and any costs in
relation to confirming the Swiss dividend withholding tax exemption) are borne
by Biberist.


 


19.9                    The Relevant Sellers shall be
responsible for, and shall indemnify the Relevant Purchasers in respect of any
liabilities incurred by the Relevant Purchasers in respect of:


 


29

















 


(i)                                 the
Mill Business Efficiency Programme;


 


(ii)                              any
compensation which is required by a relevant Environment Authority to be paid
out in relation to waste water effluent discharges at the Business Property at
Kirkniemi in respect of the period on or before Completion (“Kirkniemi Discharge Compensation”);


 


(iii)                           any
cost ultimately borne by the Relevant Purchaser under clause 23.7(ii) as
a result of any relevant payable under clause 23.7 which was due and
payable on or before the Completion Date not having been borne by the Relevant
Sellers or the relevant member of the Seller’s Group in accordance with clause
23.7(i) except to the extent such cost is a Tax Liability for the
purposes of Schedule 14;


 


(iv)                            any
interest payments which are accrued but not paid in respect of the period on or
before Completion by Stockstadt GmbH before the date they are due;


 


(v)                               any
Pre-Sale Reorganisation Liabilities; and


 


(vi)                            any overdue payments which are due in
respect of the Graphic Paper Business at
Completion or current payments which are more than 60 days from invoice at
Completion which have not been paid to the Relevant Purchasers pursuant
to supply arrangements with Winkowski for a period of 6 months from the date of
Completion provided that the Relevant Purchasers have continued to do business
with Winkowski for so long as it is
reasonable and practicable for the Relevant Purchasers to do so. The
parties agree that in the event the Sellers’ Group is able to
procure credit insurance in respect of the payments the subject of this
indemnity prior to Completion this clause 19.9 (vi) shall
ceased to have effect. The Purchaser shall procure that forthwith on receipt of
any payment pursuant to this indemnity it shall assign or procure the
assignment by the relevant member of the Purchaser’s Group of the of the
receivable in respect of which the indemnity is paid.


 


19.10              Prior to Completion, M-real shall cause
Deutsche Holding to take all reasonably necessary steps to ensure that the
fiscal year of CN Papiervertriebs GmbH and of the German Subsidiary is
shortened such that the respective fiscal year ends on or after the Completion
Date. M-real shall further procure and take all necessary steps to ensure that
the existing domination and profit and loss pooling agreement between
Stockstadt GmbH and the German Subsidiary is terminated with legal effect as of
the end of the respective shortened fiscal year of the German Subsidiary.


 


20.                            PURCHASERS’ UNDERTAKINGS


 


20.1                     Sappi agrees and undertakes to the
Relevant Sellers that the Sappi Shares forming the Consideration Shares to be
issued shall:


 


(i)                                  be
fully paid or credited as fully paid, rank pari passu in
all respects with the Sappi Shares in issue on the Completion Date (including
the right to receive all dividends and other distributions declared, made or
paid on or after the Completion Date);


 


(ii)                               not
be issued subject to any pre-emptive right, option, right to acquire, mortgage,
charge, pledge, lien or other form of security or encumbrance and all other
rights exercisable by or claims by third parties other than at the creation of
the Relevant Sellers or any member of the Sellers’ Group; and


 


30














 


(iii)          be
issued in accordance with applicable law and the articles of association or
by-laws or equivalent constitutional documents of the Purchaser.


 


20.2                    Sappi
undertakes to the Relevant Sellers that it and its directors, as at the
Completion Date, shall have the power and authority to allot and issue the
Consideration Shares to be issued to the Relevant Sellers under this Agreement
in the manner contemplated by this Agreement without any sanction or consent by
the members of the Purchaser or any class of them and the allotment shall
comply with the South African Companies Act No 61 of 1973, the JSE Listings
Requirements and all other relevant laws and regulations of South Africa and
elsewhere.


 


20.3                    Sappi
agrees and undertakes that the Sappi Circular and any other public document
issued by it in relation to the transactions contemplated by this Agreement,
including for the avoidance of doubt any rights issue or other equity or debt
raising, will be issued in accordance with the rules of the JSE and all other
relevant laws and regulations of South Africa and elsewhere.


 


20.4                    The
Relevant Purchasers agree and undertake that (in the absence of fraud) they
have no rights against and shall not make any claim against any employee,
director, agent, officer or adviser of any member of the Seller’s Group or any
Employee on whom it may have relied before agreeing to any term or entering
into this Agreement or any other agreement or document entered into pursuant
hereto.


 


20.5                    Without
prejudice to clause 28.2, the Relevant Purchasers shall procure that,
for a period of six years after Completion, each of the Relevant Sellers and
their accountants shall as soon as reasonably practicable and in any event
within five Business Days of request for the same be given reasonable access to
any employees, officers, advisers or premises of any member of the Group and
any of their respective books and records which may reasonably be required by
the Sellers or any other member of the Sellers’ Group in connection with any
report, return, statement, audit, filing or other requirement under any
applicable law or regulation or otherwise required in respect of the Sellers’
Business.


 


20.6                    Without
prejudice to clause 19.7, the Relevant Purchaser of the Kangas Property
agrees to grant a right of access, in accordance with the Kangas PM2 Property
Lease and for the purpose of removing the Kangas PM2 from the Kangas PM2
Property, to M-real or a relevant third party with effect from Completion and
for a period of 3 years or such other period until the Kangas PM2 is sold and
removed from the Kangas PM2 Property. 
The Relevant Purchaser agrees that it will enter into the Kangas PM2
Property Lease in this respect and M-real undertakes that it shall not assign
or transfer the Kangas PM2 Property Lease to any third party.


 


20.7                    Sappi
will procure that the Rights Issue is formally launched as soon as reasonably
practicable after the conditions (other than the condition in paragraph 8
of Schedule 2) in Schedule 2 have been satisfied or waived in
full or as otherwise as agreed in writing between M-real and Sappi.


 


20.8                    Sappi
undertakes to M-real that it and the other members of the Purchaser’s Group
have no secured outstanding debt obligation (whether secured by mortgage,
charge, pledge, lien or any other security interest or any other agreement or
arrangement having the effect of giving security or preferential ranking to a
creditor) other than secured outstanding debt obligations which are permitted
under clauses 22.5 (negative pledge) and 22.7 (financial indebtedness) of the
€600,000,000 revolving credit facility agreement arranged for Sappi by BNP
Paribas, JP Morgan plc and SG Corporate and Investment Banking dated 29 June,
2005 (as amended from time to time) and that the M-real Vendor Loan Note to be issued
pursuant to the transactions 


 


31

















 


contemplated by this Agreement shall
rank at least pari  passu
with the claims of all its other unsecured and unsubordinated creditors except
for obligations mandatorily preferred by law applying to companies generally.


 


21.                             RESTRICTIONS ON SELLERS’ BUSINESS ACTIVITIES


 


21.1                    The Relevant Sellers shall, and shall
procure that the Sellers’ Group shall cease to use any trade mark consisting of or comprising “Galerie Art by
Metsä-Serla” (“GAMS”) in any jurisdiction.


 


21.2                    The
Relevant Sellers shall not, and shall procure that none of the Sellers’ Group
shall:


 


(i)                                   make any further use of the “Zanders Mega” marks (“ZM”) in any jurisdiction; or


 


(ii)                                renew any of the ZM registrations; or


 


(iii)                             for a period of 3 years following Completion, use or
apply for registration of or register any trade marks including the word Mega
for any products or services, except as otherwise agreed in writing between the
parties;


 


(iv)                              for so long as the Relevant Purchaser continues to have a
significant commercial interest in the “MEGA” mark, use or apply for
registration of or register any trade marks that include the word MEGA in
relation to products or services that are the same as or similar to those in
relation to which the Relevant Purchaser has used or is using the MEGA mark
(whether alone or in combination with any other mark) in the 3 year period
following Completion, except as otherwise agreed in writing between the
parties;


 


(v)                                 use or seek registration of any trade marks including the
word Galerie (including Galerie Vision or Galerie Image) except as otherwise
agreed in writing by the parties.


 


21.3                    Subject
to clause 21.4, the Relevant Sellers undertake that they will not (and
to procure no member of the Sellers’ Group will) for a period of three years
from the Completion Date be directly or indirectly engaged or interested in
carrying on a Coated Graphic Paper Business anywhere in the world.


 


21.4                    Nothing
in this clause 21, shall prevent or restrict in any way the Relevant
Sellers or any other member of the Sellers’ Group from:


 


(i)                                   the
holding of shares in a listed company if the shares do not confer more than 10
per cent. of the votes which could normally be cast at a general meeting of the
company, provided that this sub-clause (i) shall not apply to the
holding of any shares in Sappi;


 


(ii)                                carrying
on anywhere in the world the Sellers’ Business (for the avoidance of doubt,
including, without limitation, paperboard, uncoated graphic paper production,
coated speciality paper, cast coated paper and one-sided coated paper);


 


(iii)                             acquiring
any entity or business which carries on a Coated Graphic Paper Business as it
is carried on at the date of Completion if the acquisition is not made with the
sole or main purpose of acquiring a Coated Graphic Paper Business and the
Coated Graphic Paper Business element of the entity or business to be acquired
does not comprise more than 


 


32

















 


30 per cent. of turnover of such entity
or business taken as a whole and represent production of more than 200,000
tonnes per annum; and


 


(iv)                              carrying
on any business contemplated by this Agreement and obligations under agreements
contemplated by this Agreement, provided that the restrictions in the 3 year
period from Completion set out in this clause 21 shall apply to the
Äänekoski PM2 Exclusive Marketing Agreement in the event that agreement is
terminated prior to 3 years from the Completion Date.


 


21.5                    In
the event that a member of the Sellers’ Group acquires an entity or business
which carries on a Coated Graphic Paper Business in excess of the turnover and
production limits set out in clause 21.4(iii), M-real shall be required
to sell or procure the sale of such Coated Graphic Paper Business within six
months of the acquisition thereof and, in respect of such disposal, the
Purchaser shall be granted a right of first refusal to acquire such Coated
Graphic Paper Business provided that any acquisition by the Purchaser shall be
at the same price and on materially similar terms as any third party would be
prepared to agree to.


 


21.6                    The
restrictions in the three year period from Completion set out in this clause
21 shall not apply to restrict:


 


(i)                                   any
business whatsoever carried out by Zanders at its Gohrsmühle Mill or by Hallein
AG at its Hallein Mill in accordance with any of the Transaction Documents in
respect of any production at such mills which is not sold by the Relevant
Purchasers;


 


(ii)                                any
production at the Gohrsmühle Mill or the Hallein Mill in the 4 months following
Completion which is not sold by the Relevant Purchasers; and


 


(iii)                             any
business carried out by the Sellers’ Group which relates to the Excluded SA
Assets.


 


 


22.          NON-SOLICITATION


 


22.1       The
Relevant Sellers undertake to the Relevant Purchasers that they will not, and
shall procure that each member of the Sellers’ Group will not, within 12 months
after the Completion Date solicit or entice away from the employment of any
member of the Group, or engage or employ (directly or indirectly, in any
capacity whatsoever) any Senior Employee (save where such solicitation or
enticement is as a result of an advertisement or advertisements not
specifically targeted at such persons or as a result of an unsolicited approach
to M-real or any other member of the Sellers’ Group from such person).


 


22.2       The
Relevant Purchasers undertake to the Relevant Sellers that they will not, and
shall procure that each member of the Purchaser’s Group will not, within 12
months after the Completion Date solicit or entice away from the employment of
any member of the Sellers’ Group or engage or employ (directly or indirectly,
in any capacity whatsoever) any Senior Employee (save with the Seller’s prior
consent (not to be unreasonably withheld or delayed) or save where such
solicitation or enticement is as a result of an advertisement or advertisements
not specifically targeted at such persons or as a result of an unsolicited
approach to the Purchaser or any other member of the Purchaser’s Group from
such person).


 


33

















 


23.                             EMPLOYEES


 


23.1                    The parties anticipate that
mandatory provisions of applicable legislation relating to the transfer of
undertakings will apply to the sale of the Mill Business and the contracts of
employment (and all rights and obligations thereunder including where relevant
pension obligations) of the Business Employees will upon Completion, to the
extent provided for in the said applicable legislation, transfer to the Relevant
Purchasers.


 


23.2                    Subject
to clauses 23.3 and 23.4, and notwithstanding mandatory
provisions of applicable legislation relating to the transfer of undertakings,
if the contract of employment of any Business Employee terminates or is found
or alleged not to have effect after Completion as if made with the Purchaser or
another member of the Purchaser’s Group as a consequence of the sale and
purchase of the Mill Business and other matters contemplated under this
Agreement, the Purchaser and the Relevant Sellers agree that:


 


(i)                                   the
Relevant Purchasers (on behalf of the relevant member of the Purchaser’s
Group), in consultation with the Relevant Sellers, may, within five Business
Days of being so requested by the Relevant Seller, make (or procure that another
member of the Relevant Purchaser’s Group makes) to such a Business Employee an
offer in writing to employ him under a new contract of employment; and


 


(ii)                                the
offer to be made will be such that it is consistent with the terms and
conditions the said Business Employee would have enjoyed had he or she
transferred as originally anticipated under the mandatory provisions of
applicable legislation.


 


23.3                    Without prejudice to clause
23.7, the Relevant Sellers shall indemnify the Relevant Purchasers against any
claim in respect of:


 


(i)                                   the employment of any Business
Employee during the period before the Completion Date;


 


(ii)                                any termination of the
employment of any Business Employee by any member of the Sellers’ Group before
the Completion Date;


 


(iii)                             any failure by any member of the
Sellers’ Group to comply with its obligations under applicable legislation to
provide information or to consult, in connection with the transfer and/or other
matters contemplated by this Agreement, in relation to the Business Employees.


 


23.4                    The
Relevant Purchasers shall indemnify the Relevant Sellers against any claim in
respect of:


 


(i)                                   the
employment of any Business Employee during the period after the Completion Date
including, without limitation, any changes to terms and conditions of
employment by the Relevant Purchaser;


 


(ii)                                subject
to paragraph 23.5, any termination of the employment of any Business
Employee by a Relevant Purchaser after the Completion Date; and


 


(iii)                             any
failure by a Relevant Purchaser to comply with its obligations under applicable
legislation to provide information with respect to the measures, in connection
with the 


 


34

















 


transfer, which a Relevant Purchaser
will take, if any, in relation to any Business Employees who will become
employees of the Purchaser’s Group after Completion.


 


23.5                    If for any reason the contract
of employment of any person who is not an Employee is found or alleged to have
effect after the date of this Agreement as if made with a Relevant Purchaser or
another member of the Purchaser’s Group, as a consequence of the sale and
purchase of the Business Assets and other matters contemplated under this
Agreement, the Relevant Purchaser and Relevant Sellers agree that:


 


(i)                                   the
Relevant Sellers will, within 5 Business Days of being so requested by the
Relevant Purchaser, either make to that person an offer in writing to employ
him under a new contract of employment or notify the Relevant Purchaser that it
will not make such an offer; and


 


(ii)                                any
such offer made will be such that none of the terms and conditions of the new
contract will differ from the corresponding terms of that individual’s contract
of employment immediately before Completion.


 


23.6                    Once the offer referred to in clause
23.5 has been made or the Relevant Seller has confirmed that it will not
make any such offer (or after the expiry of five Business Days after it has
been requested), the Relevant Purchaser shall terminate (or procure the
relevant member of the Purchaser’s Group so terminates) the employment of the
person concerned and, so long as notification of that termination is made
within three months of the Relevant Purchaser becoming aware of the finding or
allegation referred to in clause 23.5, the Relevant Sellers will pay to
the Relevant Purchasers such amount as is required to indemnify the Relevant
Purchasers or the relevant member of the Purchaser’s Group against the cost of
that person’s employment, the termination of that employment and any
liabilities or costs relating to that person which transfer to the Relevant
Purchaser or a member of the Purchaser’s Group under applicable
legislation.   The Relevant Purchaser or
member of the Purchaser’s Group shall use all reasonable endeavours to minimise
the cost of terminating such person’s employment as are consistent with local
law.


 


23.7                    All
wages, salaries, incentive payments, holiday pay, and other periodic outgoings
(including any Employment Taxes for which the employer is required to account
in respect of such payments) in respect of the Business Employees to the extent
that they are due and payable (in accordance with the usual practice of the
Graphic Paper Business):


 


(i)                                   on
or before the Completion Date shall be borne by the Relevant Sellers or the
relevant member of the Sellers’ Group; and


 


(ii)                                after
the Completion Date shall be borne by the Relevant Purchasers or the relevant
member of the Purchaser’s Group,


 


provided
that any bonuses (including, for the avoidance of doubt, MIS Payments and
thirteenth cheques) which relate to a period:


 


(a)                               on
or before the Completion Date shall be borne by the Relevant Sellers or the
relevant member of the Sellers’ Group; and


 


(b)                               after
the Completion Date shall be borne by the Relevant Purchasers or the relevant
member of the Purchaser’s Group.


 


35

















 


23.8                    For the avoidance of doubt, responsibility for any
Employment Taxes relating to wages, salaries, incentive payments, holiday pay,
other outgoings and bonuses mentioned in clause 23.7 shall be allocated
in accordance with the principles set out in paragraph 3.2 of the Tax
Indemnity.


 


24.                             FURTHER UNDERTAKINGS


 


24.1                    M-real
and Sappi have a definitive plan to sell and transfer the Coaters to Sappi,
subject to and in accordance with applicable legal and contractual requirements
in the relevant jurisdictions, including any applicable labour law requirements
or (in Germany) agreements with works’ council.


 


24.2                    Notwithstanding
clause 24.1, any transfer of the Coaters and the Know-How Business shall
be subject to the following principles:


 


(i)                                   the
Sellers shall (or shall procure that the relevant employing entity shall) take
all lawful steps necessary to ensure that no employee transfers to any member
of the Purchaser’s Group, pursuant to the terms of any legislation relating to
the transfer of undertakings and the acquisition (if any) of the Coaters and/or
the Know-How Business;


 


(ii)                                notwithstanding
clause 24.2(i), and for the avoidance of any doubt, clauses 23.5(i) and
(ii) and 23.6 of this Agreement shall apply to any employee
who transfers, or alleges that he/she transferred, to any member of the
Purchaser’s Group contrary to clause 24.2(i) above (and such
employee shall not be considered to be an “Employee” for the purposes of that
clause).


 


24.3                    With
effect as of the Completion Date, the relevant parties agree to use reasonable
endeavours to terminate any cash pooling arrangement in place prior to
Completion.


 


24.4                    The
parties anticipate that the sale and transfer of the Hallein Coater hereunder
to the Relevant Purchaser will not constitute a transfer of business in terms
of section 38 of the Austrian Company’s Act (Unternehmensgesetzbuch; “UGB”).  If the sale
and transfer of the Hallein Coater hereunder to the Relevant Purchaser should
be found to constitute a transfer of business in terms of section 38 UGB the
parties agree as follows:


 


(i)                                   the
Relevant Purchaser shall not assume any liabilities from Hallein AG under
section 38 UGB resulting from the transfer of the Hallein Coater to the
Relevant Purchaser;


 


(ii)                                the
Relevant Seller shall, to the extent legally permissible, register the
exclusion of liability set forth in sub-clause (i) immediately
after Completion with the competent commercial register or otherwise notify
creditors thereof in accordance with section 38 paragraph 4 UGB. The Relevant
Seller shall indemnify the Relevant Purchaser from any damages resulting out of
or in connection with a breach of the registration/publicity obligations set
forth in this clause 24.4(ii);


 


(iii)                             the
Relevant Seller agrees to pay the Relevant Purchaser an amount equal to the
amount of any liability of Hallein AG for which the Relevant Purchaser is or
becomes liable  by operation
of section 38 UGB.


 


36

















 


25.                             SELLERS’ MARKS


 


25.1                    If
any materials are delivered or supplied to the Purchasers under this Agreement
bearing the Sellers’ Marks, the Purchasers are authorised by the Relevant
Sellers to sell or otherwise dispose of those materials or to use that material
for a period of 6 months immediately following Completion.  After the expiry of this period, the Relevant Purchasers shall
immediately destroy or remove or obliterate the Sellers’ Marks from the
materials (including, but without limitation, other materials
sales literature and stationery or buildings, signage or vehicles bearing any
of the Sellers’ Marks).


 


25.2                    Without
prejudice to the trade mark rights of the Sellers’ Group, the Relevant
Purchaser shall procure that for:


 


(i)                                   a
minimum period of three years following Completion; and


 


(ii)                                thereafter
for so long as any member of the Sellers’ Group continues to retain an interest
in the Sellers’ Marks,


 


no member of the Purchaser’s Group
shall use (including, without limitation, use as a domain name or part of a
domain name) any Sellers’ Marks or any confusingly similar name or mark in any
business which competes with the business of the Sellers’ Group.


 


25.3                    The
Relevant Purchasers acknowledge and agree that, subject to clause 26.1,
nothing in this Agreement shall transfer or licence, or shall operate as an
agreement to transfer or licence, any right, title or interest in or to the use
of Sellers’ Marks or any associated logo or device which any member of the
Sellers’ Group owns, or any confusingly similar name or mark.  Following Completion, the Relevant Purchasers
shall not, and shall procure that no member of the Purchaser’s Group shall,
hold itself out as being part of or in any way connected with any Relevant
Seller and/or the Sellers’ Group.


 


26.                             INTELLECTUAL PROPERTY


 


26.1                    If
any of the Group Companies owns after Completion any Intellectual Property or
rights in Business Information which in the year prior to Completion was used
exclusively in the business of the Sellers’ Group, the Relevant Purchasers
shall procure that such Intellectual Property and/or rights in Business
Information are transferred to a company nominated by the Relevant Sellers for
nominal consideration as soon as practicable after becoming aware of the
ownership of such rights.


 


26.2                    If
any of the Sellers’ Group own after Completion any Intellectual Property or
rights in Business Information which in the year prior to Completion was used
exclusively in the business of the Group or the Business (excluding the Sellers’
Marks), the Relevant Sellers shall procure that such Intellectual Property
and/or rights in Business Information are transferred to a company nominated by
the Relevant Purchasers for nominal consideration as soon as practicable after
becoming aware of the ownership of such rights.


 


26.3                    The
Relevant Purchasers hereby grant and shall procure the grant by each relevant
member of the Purchaser’s Group to the Relevant Sellers, with effect from
Completion, a non-exclusive, perpetual, worldwide, assignable (but with no right
to grant sub-licences), royalty-free licence of all Intellectual Property (as
acquired in this transaction, but excluding trade marks, trade names 


 


37

















 


and logos except in accordance with clause
26.6) and rights in Business Information owned by the Relevant Purchasers
or a member of the Purchaser’s Group after Completion in so far as such licence
is reasonably necessary for the business of the Sellers’ Group.  For the avoidance of doubt, this excludes Intellectual
Property and rights in Business Information related to coated wood-free paper,
except in accordance with the Transaction Documents.


 


26.4                      The
Relevant Sellers hereby grant, and shall procure the grant by each relevant
member of the Sellers’ Group to the Relevant Purchaser, with effect from
Completion, a non-exclusive, perpetual, worldwide, assignable (but with no
right to grant sub-licences) royalty-free licence of all Intellectual Property
and rights in Business Information owned by the Relevant Sellers or a member of
the Sellers’ Group insofar as such licence is reasonably necessary for the
business of the Companies or the Business (excluding the Sellers’ Marks).


 


26.5                      Each
of the Relevant Purchasers and Relevant Sellers agree that, and the Relevant
Sellers shall procure that, (save for any licences intended to continue in
accordance with the terms of the Transitional Services Agreement) all licences
of any Intellectual Property or rights in Business Information:


 


(i)                                   owned
by any of the Group Companies or to be owned by the Relevant Purchasers or
their nominees pursuant to this Agreement (or any associated Transaction
Documents) and licensed to any member of the Sellers’ Group; or


 


(ii)                                owned
by the Sellers’ Group or to be owned by the Relevant Sellers or their nominees
pursuant to this Agreement (or any associated Transaction Documents) and
licensed to any member of the Purchaser’s Group,


 


(other than licences
granted pursuant to any Transaction Document) terminate at Completion.


 


26.6                      The
Relevant Purchasers agree to grant to each of the Relevant Sellers, with effect
from Completion, non-exclusive, royalty-free licences (with no right to grant
sub-licences) of the:


 


(i)                                   marks
GALERIE VISION and GALERIE
IMAGE for use on board products similar to those currently produced
on the Äänekoski Board Machine by the Seller’s Group for a period of 12 months
following Completion;


 


(ii)                                mark
GALERIE ART on and in relation to the
wood-free coated Äänekoski PM2 Goods produced at the Äänekoski Mill, as that
business was carried on (in terms of scale and scope) at Completion, such goods
to be distributed exclusively through the Relevant Purchasers during the life
of the Äänekoski Transitional Agreement and, post termination of that
agreement, the licence to include the right to offer for sale, distribute and
sell the Äänekoski PM2 Goods;


 


(iii)                             marks
ERA SILK and ERA GLOSS
on and in relation to coated paper products for a transition period, expiring
at such time as the Relevant Purchasers are able to transfer production of this
product to its own paper machines; and


 


(iv)                              mark
ERA on and in relation to uncoated
paper products as currently produced by the Seller’s Group,


 


such licences to be on reasonable
commercial terms and to be executed prior to Completion.


 


38

















 


27.                             INSURANCE


 


The Relevant Purchasers acknowledge and
agree that upon Completion all insurance cover provided in relation to the
Business and the assets of the Group pursuant to the Sellers’ Group Insurance
Policies shall cease.


 


28.                             BOOKS AND RECORDS


 


28.1                      On
the Completion Date the Relevant Sellers shall deliver to, or hold to the order
of, the Relevant Purchasers originals of all the Books and Records which
constitute Business Assets excluding:


 


(i)                                   those
Books and Records which any member of the Sellers’ Group is required by law to
retain; and


 


(ii)                                all
Books and Records of the Relevant Sellers which contain legally privileged
information which is confidential to the Sellers,


 


all of which shall be retained by the
Sellers.


 


28.2                      The
Relevant Purchasers acknowledge that the Relevant Sellers will wish to inspect
and/or copy the Books and Records delivered to the Relevant Purchasers under
this Agreement, and the books and records and accounts of the Group Companies,
for the purpose of dealing with any report, return, statement audit, filing or
other requirement under any applicable law or regulation, its Tax affairs or
any third party claim or otherwise required in respect of the Sellers’ Business
and, accordingly, the Relevant Purchasers shall, upon having given reasonable
notice by the Relevant Sellers and subject to the Relevant Sellers giving such
undertaking as to confidentiality as the Relevant Purchasers shall reasonably
require, make such Books and Records, and such books and records and accounts
of the Group Companies, available to the Relevant Sellers (or their
professional advisers) for inspection (during Working Hours) and copying (at
the Relevant Sellers’ expense) in each case only to the extent necessary for
such purpose until the later of:


 


(i)                                   six
years from Completion; or


 


(ii)                                final
settlement with the Tax Authorities of any claims relating to Tax for which the
Sellers might be liable under this Agreement.


 


28.3                      In
respect of any Books and Records not delivered to the Relevant Purchasers or
any accounting or Tax records which contain information which relates in part
(but not exclusively) to the Business or which relate exclusively to the
Business but do not constitute Business Assets, the Relevant Sellers shall,
upon having been given reasonable notice by the Relevant Purchasers or their
agents, make that part of such Books and Records (including accounting or Tax
records which do relate to the Business) available to the Relevant Purchasers
or their agents for inspection (during Working Hours) and copying (at the
Relevant Purchasers expense) for a period of six years from Completion but
excluding any to the extent that they contain legally privileged information
which is confidential to the Relevant Sellers.


 


39














 


29.         SET-OFF


 


Any payment to be made by any party
under this Agreement shall be made in full without any set-off, restriction,
condition or deduction for or on account of any counterclaim.


 


30.         EFFECT OF
COMPLETION


 


Save as otherwise provided herein, any
provision of this Agreement or of any other document referred to herein which
is capable of being performed after but which has not been performed at or
before Completion and all Warranties contained in, or entered into pursuant to,
this Agreement shall remain in full force and effect notwithstanding
Completion.


 


31.         REMEDIES AND
WAIVERS


 


31.1                    Except as provided in Schedule 5,
no delay or omission on the part of either party to this Agreement in
exercising any right, power or remedy provided by law or under this Agreement
or any other documents referred to in it shall impair such right, power or
remedy or operate as a waiver thereof.


 


31.2                    Except as provided in Schedule 5,
the single or partial exercise of any right, power or remedy provided by law or
under this Agreement shall not preclude any other or further exercise thereof
or the exercise of any other right, power or remedy except where expressly
stated herein.


 


31.3                    Except as otherwise expressly provided
in this Agreement, the rights, powers and remedies provided in this Agreement
are cumulative and not exclusive of any rights, powers and remedies provided by
law.


 


32.         ASSIGNMENT


 


32.1                   Obligations under this Agreement shall
not be transferable.


 


32.2                   The benefits of this Agreement shall
not be assignable except that any party may, upon giving written notice to the
others, assign the benefit of this Agreement to a member of the Sellers’ Group
or the Purchaser’s Group, as the case may be, (a “Permitted
Assignee”) provided that such assignment shall be without cost
to, and shall not result in any increased liability, or any reduction in the
rights, of, any of the other parties and further provided that if such
Permitted Assignee shall subsequently cease to be a member of the Purchaser’s
Group or the Sellers’ Group, as the case may be, the original assigning party
shall procure that prior to the Permitted Assignee ceasing to be a member of
the Purchaser’s Group or the Sellers’ Group, as the case may be, it shall
assign so much of the benefit of this Agreement as has been assigned to it to
the party by whom such rights were originally assigned or (upon giving further
written notice to the other parties) to another member of the Purchaser’s Group
or the Sellers’ Group, as the case maybe. 
Any purported assignment in contravention of this clause shall be void.


 


33.         FURTHER
ASSURANCE


 


33.1                   Without prejudice to any restriction or
limitation on the extent of any party’s obligations under this Agreement, and
except in relation to the Business Intellectual Property, each of the parties
shall from time to time so far as each is reasonably able do or procure the
doing of all such acts and/or execute or procure the execution of all such
documents in a form reasonably satisfactory to the 


 


40

















 


party concerned as they may reasonably
consider necessary to transfer the Shares and the Business Assets to the
Relevant Purchasers or otherwise to give the other party the full benefit of
this Agreement.


 


33.2                   The Relevant Sellers undertake after
Completion and at the request of the Relevant Purchasers to execute or procure
the execution of all such documents as may reasonably be necessary to secure
the vesting in the Relevant Purchasers (or a member of the Purchaser’s Group)
of the Business Intellectual Property, provided that the Relevant Purchasers
undertake to the Relevant Sellers that they will be responsible for preparing
all such documents and provided further that the Relevant Purchasers shall be
responsible for all costs and expenses in respect of such vesting.


 


34.         ENTIRE
AGREEMENT


 


34.1                   This Agreement and
any other documents entered into pursuant to this Agreement (including, for the
avoidance of doubt, any local transfer agreements) constitute the whole and
only agreement between the parties relating to the sale and purchase of the
Business Assets and the Shares and, save if and only to the extent expressly
repeated in this Agreement, supersedes and extinguishes any prior drafts,
agreements, undertakings, representations, warranties and arrangements of any
nature whatsoever, whether or not in writing, relating thereto.


 


34.2                   Each party
acknowledges that in entering into this Agreement and any other documents
entered into pursuant to this Agreement it is not relying on and has not been
induced to enter into this Agreement or any other such document on the basis of
any Assurance made or given by any other party or any other person, whether or
not in writing, prior to the date hereof, which is not expressly set out in
this Agreement or any other such document or, to the extent that it has been,
it has (in the absence of fraud) no rights or remedies in relation thereto.


 


34.3                   This Agreement may
only be varied by a document signed by each of the parties and expressed to be
a variation to this Agreement.


 


34.4                   To the extent that any provision of any
agreement entered into for the purposes of transferring Business Assets and
Shares located in a particular jurisdiction or country is inconsistent with any
provision of this Agreement, the provisions of this Agreement shall prevail.


 


35.         RIGHTS OF THIRD
PARTIES


 


35.1                   Save as contemplated
by clause 35.2 , the parties to this Agreement do not intend that any
term of this Agreement should be enforceable, by virtue of the Contracts
(Rights of Third Parties) Act 1999, by any person who is not a party to this
Agreement.


 


35.2                   The provisions of clauses
17.6 and 20.4 are intended to be enforceable by each such person by
virtue of the Contracts (Rights of Third Parties) Act 1999.


 


35.3                   This Agreement may be
amended or varied in any way and at any time by the parties to this Agreement
without the consent of any person referred to in clause 35.2.


 


36.         NOTICES


 


36.1                   Any notice or other
communication given or made under or in connection with the matters contemplated
by this Agreement shall be in writing. 
Telexes and faxes are not permitted.


 


41

















 


36.2                   Any such notice or
other communication shall be addressed as provided in clause 36.3 and,
if so addressed, shall be deemed to have been duly given or made as follows:


 


(i)                                   if sent by personal delivery, upon
delivery at the address of the relevant party; or


 


(ii)                                if sent by courier, two Business Days
after the date of posting,


 


PROVIDED THAT
any notice or other communication given or made to M-real shall be deemed to be
given or made to each of the other Relevant Sellers and any notice or other
communication given or made to Sappi shall be deemed to be given or made to the
other Relevant Purchasers and
if, in accordance with the above provisions, any such notice or other
communication would otherwise be deemed to be given or made outside Working
Hours, such notice or other communication shall be deemed to be given or made
at the start of Working Hours on the next Business Day.


 


36.3                   The relevant addressee and address of
each party for the purposes of this Agreement, subject to clause 36.4,
are:


 


	
  Name of Party

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
  M-real Corporation  

   

  For the attn. of: Matti Mörsky with a
  copy to Esa Kaikkonen

  	
   

  	
  Revontulentie 6 

  02100 Espoo, 

  Finland 

   

  P.O. Box 20, 

  FIN-02020 Metsä, 

  Finland

   

  
	
  Sappi Limited  

   

  For the attn of: Robert Hope with a
  copy to Ria Sanz

  	
   

  	
  Sappi House 

  48 Ameshoff Street 

  Braamfontein 

  Johannesburg 

  South Africa

  



 


36.4                   A party may notify
any other party to this Agreement of a change to its name, relevant addressee
or address for the purposes of clause 36.3 PROVIDED THAT such
notification shall only be effective on:


 


(i)                                 the date specified in the notification
as the date on which the change is to take place; or


 


(ii)                              if no date is specified or the date
specified is less than five  Business
Days after the date on which notice is given, the date falling five Business
Days after notice of any such change has been given.


 


36.5                   For the avoidance of
doubt, the parties agree that the provisions of this clause 36 shall not
apply in relation to the service of any written, summons, order, judgment or
other document relating to or in connection with any Proceedings.


 


42

















 


37.         ANNOUNCEMENTS


 


37.1                   Subject to clause
37.2, no announcement concerning the sale or purchase of the Shares and the
Business Assets or any ancillary matter (other than the Sappi Circular and the
Press Announcements and the announcement by Sappi of the outcome of the
extraordinary general meeting to which the Sappi Circular relates) shall be
made by any party without the prior written approval of each other party, such
approval not to be unreasonably withheld or delayed.


 


37.2                   Any party may make an
announcement concerning the sale or purchase of the Shares and the Business
Assets or any ancillary matter if required by:


 


(i)                                the law of any relevant jurisdiction;


 


(ii)                             any securities exchange or regulatory
or governmental body to which any party is subject or submits, wherever
situated (including, without limitation, the Finnish Stock Exchange, the JSE,
the UK Listing Authority, the London Stock Exchange, the European Commission,
any Competition Authority and any Tax Authority), whether or not the
requirement has the force of law,


 


in which case the party concerned shall
take all such steps as may be reasonable and practicable in the circumstances
to agree the contents of such announcement with the other party before making
such announcement and PROVIDED THAT any such announcement shall be made only
after notice to each other party.


 


37.3                   The restrictions
contained in this clause 37 shall continue to apply after the
termination of this Agreement without limit in time.


 


38.         CONFIDENTIALITY


 


38.1                   Without prejudice to the
Confidentiality Agreement and subject to clause 38.2 and clause 37,
each party shall treat as strictly confidential all information received or
obtained as a result of entering into or performing this Agreement which
relates to:


 


(i)                                 the provisions or the subject matter of
this Agreement or any document referred to herein;


 


(ii)                              the negotiations relating to this
Agreement or any document referred to herein;


 


(iii)                          (in the case of the Relevant
Purchasers) the Sellers’ Group, (in the case of the Relevant Sellers only) the
Purchaser’s Group and the business carried on by each member of each of them
respectively.


 


38.2                   Any party may
disclose information which would otherwise be confidential if and to the
extent:


 


(i)                                 required by the law of any relevant
jurisdiction or for the purpose of any judicial proceedings;


 


(ii)                              required by any securities exchange or
regulatory or governmental body to which any party is subject or submits,
wherever situated, including (without limitation) the Finnish Stock Exchange,
the JSE, the UK Listing Authority, the London Stock Exchange, the 


 


43

















 


European
Commission, any Competition Authority and any Tax Authority, whether or not the
requirement for information has the force of law;


 


(iii)                          that the information is disclosed on a
strictly confidential basis to the professional advisers, auditors and/or
bankers of that party;


 


(iv)                         that the information has come into the
public domain through no fault of that party;


 


(v)                            that the other party has given prior
written approval to the disclosure, such approval not to be unreasonably
withheld or delayed;


 


(vi)                          it does so to a member of the Sellers’
Group (in the case of the Relevant Sellers) or a member of the Purchaser’s
Group (in the case of the Relevant Purchasers) which accepts restrictions in
the terms of this clause; or


 


(vii)                      required to enable that party to
enforce its rights under this Agreement,


 


PROVIDED THAT any
such information disclosed pursuant to paragraphs (i) or (ii) shall
be disclosed only after notice to the other party.


 


38.3                   Confidential
information shall only be used for the purposes of the negotiations or
performance of obligations under this Agreement and not for any other purpose
whatsoever.


 


38.4                   Confidential
information which may reasonably be considered as competitively sensitive shall
only be exchanged subject to strict confidentiality rules so as to ensure
that such exchange is in full compliance of anti-trust laws including for the
avoidance of doubt Article 81 EC.  Without prejudice to the generality of the
foregoing, exchanges of competitively sensitive information may be restricted
where appropriate only to external advisors on an external counsel basis.


 


38.5                   The restrictions
contained in this clause shall continue to apply after the termination of this
Agreement without limit in time.


 


39.         COSTS AND
EXPENSES


 


39.1                   Save as otherwise
stated in this clause 39 and in any other provision of this Agreement,
M-real and Sappi shall pay their own costs and expenses in relation to the
negotiations leading up to the sale of the Shares and the Business Assets and
to the preparation, execution and carrying into effect of this Agreement and
all other documents entered into pursuant to it.


 


39.2                   Subject to a maximum payment of €1,000,000
by Sappi, Sappi agrees that it shall bear 50 per cent. of the costs of
PricewaterhouseCoopers in relation to the preparation of the Carve-Out
Accounts.


 


39.3                   Without prejudice to clause
39.1, and notwithstanding the provisions of Schedule 14, all merger
control authority costs, stamp, transfer (including property transfer taxes),
registration, and other similar taxes, duties and charges (including, for the
avoidance of doubt, stamp duty pursuant to the Austrian Stamp Duty Act (Gebührengesetz) as interpreted under the Stamp Duty
Guidelines of the Austrian Ministry of Finance (Gebührenrichtlinien)),
costs and all notarial fees payable in connection with the sale or purchase of
the Shares, and the Business Assets under this Agreement and all other documents
entered into pursuant to it (including, for the avoidance of 


 


44

















 


doubt, any
issue or transfer of the Vendor Loans, the Consideration Shares or provision of
the M-real Vendor Loan Note in accordance with this Agreement) shall be paid by
the Relevant Purchasers (or the relevant Group Companies, as the case may be)
and shall not be recoverable from the Sellers under any provision of this
Agreement (including, without limitation, any provision of Schedule 14).


 


40.         INDUCEMENT FEE


 


If Completion does not occur only
because of a failure to satisfy the conditions set out in paragraph 2 of
Schedule 2, the Purchaser shall by way of compensation pay or procure
the payment to M-real of a sum of €2,000,000 (the “Inducement
Fee”).


 


41.         COUNTERPARTS


 


41.1                   This Agreement may be
executed in any number of counterparts, and by the parties on separate
counterparts, but shall not be effective until each party has executed at least
one counterpart.


 


41.2                   Each counterpart shall
constitute an original of this Agreement, but all the counterparts shall
together constitute but one and the same instrument.


 


42.         INVALIDITY


 


If at any time any
provision of this Agreement is or becomes illegal, invalid or unenforceable in
any respect under the law of any jurisdiction, that shall not affect or impair:


 


(i)                                the legality, validity or
enforceability in that jurisdiction of any other provision of this Agreement;
or


 


(ii)                             the legality, validity or
enforceability under the law of any other jurisdiction of that or any other
provision of this Agreement.


 


43.         HUSUM
PM8 COATER CALL OPTION


 


43.1                   Subject to clause 43.2, the
Relevant Purchasers shall have an option (the “Option”)
of purchasing the Husum PM8 Coater from the Relevant Seller for the amount in clause
43.2 below (together in each case with an amount equal to any VAT properly
chargeable in connection therewith, against delivery of an appropriate VAT
invoice) (the “Purchase Price”) on the terms and
subject to this clause 43.


 


43.2                   Without prejudice to clause 43.8,
the Purchase Price shall be adjusted in the following situations:


 


(i)                                 if
Sappi exercises the Option in the period following six months from the
Completion Date but before the end of the period ending 27 months after the
Completion Date, the Purchase Price shall be €20,000,000;


 


(ii)                              if
Sappi exercises the Option in the period after 27 months from the Completion
Date to 31 September, 2011 (inclusive) the Purchase Price shall be €49,000,000;


 


(iii)                          if
Sappi exercises the Option in the period from and including 1st October 2011 to and including 31 December 2011,
the Purchase Price shall be €48,000,000; and


 


45

















 


(iv)                           if
Sappi exercises the Option after 31 December, 2011 the Purchase Price as
reduced  pursuant to paragraph (iii) above,
shall further be reduced by an amount of €325,000 per month (and pro rata for
any part thereof)starting with the month commencing 1 January, 2012.


 


43.3                   The duration of the Option will lapse
upon the expiry of five years following the Completion Date and is exercisable
in whole but not in part by notice in writing from the Relevant Purchaser to
the Relevant Seller given at any time during the period from and including the
date on which the Relevant Sellers notify the Relevant Purchasers of a proposed
sale, transfer or disposition of Husum Mill’s PM8 to a third party (the “Third Party”) (which notification shall be given promptly
upon indicative terms to sell Husum Mill’s PM8 having been discussed with the
Third Party) to and including the date falling thirty days thereafter.


 


43.4                   Upon exercise of the Option, the sale
and purchase of the Husum PM8 Coater shall be conditional upon the completion
of the sale of Husum Mill’s PM8 to the Third Party whereupon (subject to clause
43.6 below) the Relevant Seller shall, subject to obtaining any security it
reasonably requires in relation to any deferred consideration in respect of the
sale, sell, or procure the sale, and the Relevant Purchaser shall purchase, or
procure the purchase, of the Husum PM8 Coater.


 


43.5                   The consideration for the sale and
purchase of the Husum PM8 Coater shall be paid not later than 27 months
following Completion unless the provisions of clause 43.8 apply in which
event the consideration shall be paid on the completion of the sale referred to
in that clause if earlier. Upon the transfer of the Husum PM8 Coater the
Relevant Seller shall deliver to the Relevant Purchaser duly executed transfers
in respect of the Husum PM8 Coater, together with the relevant certificates or
other documents of title.


 


43.6                   Upon exercise of the Option the
Relevant Seller shall sell the Husum PM8 Coater with full title guarantee, free
from encumbrances and with all rights then or subsequently attaching to it and
the Relevant Seller shall execute and deliver other documents and take other
steps at the reasonable request and cost of the Relevant Purchaser following
completion where this is required to vest the Husum PM8 Coater in the Relevant
Purchaser and otherwise to give it the full benefit of this clause 43.
While the Option remains exercisable, then save as arising by operation of law
in the ordinary course of business, the Relevant Seller shall not encumber or
dispose of the Husum PM8 Coater or any interest in it except in accordance with
this clause 43.


 


43.7                   The Relevant Seller undertakes not to
agree to sell, transfer or otherwise dispose of all or any part of the Husum
Mill or the Husum Mill’s PM8 in the first six months following Completion.


 


43.8                   If Sappi sells the Husum PM8 Coater
within a year of completing the sale and purchase thereof, M-real shall be
entitled to 50 per cent. of the excess of the sale proceeds over and above the
Purchase Price (plus any costs associated with the sale and purchase) paid by
the Relevant Purchaser for the Husum PM8 Coater.


 


44.         SOUTH AFRICA
OPTION


 


44.1                   The Relevant Purchaser shall have an
option to purchase the Excluded SA Assets and the SA Customer Lists from the
Relevant Seller (the “SA Option”) and
the Relevant Sellers shall have the right to require that the Relevant
Purchasers purchase the Excluded SA Assets and the SA 


 


46

















 


Customer Lists from the Relevant Seller
(the “SA Put”), in each case on the terms of
this clause 44.


 


44.2                   The SA Option or the SA Put may be
exercised by the relevant party at any time following the thirtieth Business
Day after Completion.


 


44.3                   Consideration payable by the Relevant
Purchaser to the Relevant Seller upon completion of the SA Option or the SA Put,
as the case may be, shall be €983,754 (together with an amount equal to any VAT
properly chargeable in connection therewith, against delivery of an appropriate
VAT invoice).


 


44.4                   The SA Option and the SA Put shall be
exercisable in whole but not in part by notice in writing from the Relevant
Purchaser to the Relevant Seller (in the case of the SA Option) or from the
Relevant Seller to the Relevant Purchaser (in the case of the SA Put) and once
exercised, completion of the SA Option or the SA Put, as the case may be, shall
be conditional only upon receipt of any necessary regulatory approvals and
clearances.


 


44.5                   Upon exercise of the SA Option or the
SA Put, as the case may be, the transfer of the Excluded SA Assets and the SA
Customer Lists shall take place mutatis mutandis
on the terms of this Agreement and the Relevant Seller shall execute and
deliver such documents and take such steps at the reasonable request and cost
of the Relevant Purchaser following Completion where this is required to vest
the Excluded SA Assets and the SA Customer Lists in the Relevant Purchaser and
otherwise to give it the full benefit of this clause 44.


 


44.6                   Other than in the ordinary course of
business, the Relevant Seller shall not encumber or dispose of the Excluded SA
Assets and the SA Customer Lists or any interest in any of them except in
accordance with this clause 44.


 


45.         KANGAS PROPERTY
OPTION


 


45.1                   In consideration of the payment by
M-real to Sappi of €1, Sappi grants to M-real the option to acquire the Kangas
Property in the event of a permanent cessation of manufacturing paper at the
Kangas Mill (a “Permanent Cessation”) for a
purchase price and subject to the terms and conditions of this clause 45
and subject to terms and conditions of any property transfer deed to be entered
into by the parties (the “Kangas Property Option”).


 


45.2                   Sappi shall serve notice on M-real
of the Permanent Cessation as soon as reasonably practicable after the
cessation, however not later than within three months after the Permanent Cessation.
At any time
thereafter, M-real may serve notice on Sappi indicating that M-real desires to
exercise the Kangas Property Option.


 


45.3                   Should M-real serve notice pursuant
to clause 45.2 to exercise the Kangas Property Option for the purpose of
acquiring the Kangas Property for further commercial or industrial use, the
purchase price to be paid by M-real for the Kangas Property shall be the
average of the three separate and independent valuations of the Kangas Property
as outlined below (together
with an amount equal to any VAT properly chargeable in connection therewith,
against delivery of an appropriate VAT invoice). M-real and Sappi agree that for the
purpose of ascertaining the purchase price to be paid for the Kangas Property
each party will carry out the following valuations (each of which shall be
addressed to M-real and Sappi in accordance with the details 


 


47

















 


set out in clause 36) within
20 Business Days of the notice served by M-real pursuant to clause 45.2:


 


(i)                                 Sappi shall commission two separate and independent
valuations of the Kangas Property; and


 


(ii)                              M-real shall commission one independent valuation of
the Kangas Property,


 


provided that in each case the
valuation shall be carried out with reference to use of the Kangas Property for
commercial or industrial use.


 


45.4                   Once the purchase price is
determined pursuant to clause 45.3, the transfer of the Kangas Property
shall be completed within 30 Business Days of this determination.


 


45.5                   If the Kangas Property Option is
exercised and the transfer of the Kangas Property completed pursuant to clauses
45.3 and 45.4, M-real agrees that if it should redevelop the Kangas
Property or any part of it  for
residential purposes within five years from the date of acquiring it, Sappi
shall be entitled to receive an equal share of any redevelopment profits less,
for the avoidance of doubt, the sum paid by M-real to acquire the Kangas
Property (plus interest at the Agreed Rate thereon), payable within one month
of the redeveloped site being disposed of by way of sale, lease or licence as a
whole or in parts.


 


45.6      Should M-real exercise the Kangas
Property Option for the purpose of redeveloping the Kangas Property for
non-industrial use, Sappi shall be entitled to:


 


(i)                                receive
the book value of the Kangas Property (as at the Completion Date); and


 


(ii)                             upon
the redevelopment of the Kangas Property or any part of it by M-real for
non-industrial use, an equal share in any redevelopment profits less, for the
avoidance of doubt, the sum paid by M-real to acquire the Kangas Property (plus
interest at the Agreed Rate thereon), payable within one month of the
redeveloped site being disposed of by way of sale, lease or licence as a whole
or in parts,


 


and
the transfer of the Kangas Property shall be completed within 30 Business Days
of the notice served pursuant to clause 45.2. M-real and Sappi agree
that they shall in good faith discuss how best to enforce the transfer of the
Kangas Property.


 


45.7                   M-real and Sappi shall discuss in good
faith what constitutes redevelopment profits for the purposes of clauses
45.5 or 45.6(ii) in the event of any such residential
redevelopment and shall if necessary employ the services of an independent
expert to help them determine the same.


 


45.8                   Sappi acknowledges that M-real is
entering into this Agreement in reliance on the Kangas Property Option in the
event a Permanent Cessation occurs. Notwithstanding Schedule 5 of this
Agreement, M-real and Sappi acknowledge and agree that in the event Sappi would
be in breach of its obligation to transfer the Kangas Property to M-real as set
out in this clause 45, Sappi shall indemnify and hold M-real harmless
against all damage, loss, liability or expense (including, without limitation,
reasonable expenses of investigation and attorneys’ fees) suffered by M-real as
a result of the breach of the Kangas Property Option. Any such compensation shall also fully reflect the difference as at the
date set out in clause 45.2 between:


 


48














 


(i)            the value of M-real’s share
of the anticipated redevelopment profits taking into account any relevant
breach and considering such facts and circumstances as may have been relevant
to the determination of the value of the Kangas Property Option for M-real; and


 


(ii)           the book value of the Kangas Property.


 


45.9       Any amounts due under clause 45.8
shall be payable by Sappi to M-real within one month following M-real’s demand
and shall be placed in immediately available funds at a bank account nominated
by M-real.


 


46.          GUARANTEE


 


46.1       M-real’s
Guarantee


 


(i)            M-real
unconditionally and irrevocably guarantees to the Relevant Purchasers (to the
extent they are a beneficiary of an obligation of a Relevant Seller) the due
and punctual performance and observance by each of the Relevant Sellers of all
their obligations, commitments, undertakings, Warranties and indemnities under
or pursuant to this Agreement and the Transaction Documents (the “Sellers’ Guaranteed Obligations”) , to the extent of any
limit on the liability of M-real and the Relevant Sellers under this Agreement.


 


(ii)           If
and whenever any of the Relevant Sellers defaults for any reason whatsoever in
the performance of any of the Sellers’ Guaranteed Obligations, M-real shall
forthwith upon demand unconditionally perform (or procure performance of) and
satisfy (or procure the satisfaction of) the Sellers’ Guaranteed Obligations in
regard to which such default has been made in the manner prescribed by this
Agreement and under any Transaction Document and so that the same benefits
shall be conferred on the Relevant Purchasers as they would have received if
the Sellers’ Guaranteed Obligations had been duly performed and satisfied by
the Relevant Sellers.


 


(iii)          This
guarantee is to be a continuing guarantee and accordingly is to remain in force
until all Sellers’ Guaranteed Obligations shall have been performed or
satisfied. This guarantee is in addition to and without prejudice to and not in
substitution for any rights or security which the Relevant Purchasers may now
or hereafter have or hold for the performance and observance of the Sellers’
Guaranteed Obligations.


 


(iv)           As
a separate and independent obligation, M-real agrees that any of the Sellers’
Guaranteed Obligations (including, without limitation, any moneys payable)
which may not be enforceable against or recoverable from any of the Relevant
Sellers by reason of any legal limitation, disability or incapacity on or of
any of the Relevant Sellers or any other fact or circumstances (other than any
limitation imposed by this Agreement or under any Transaction Document) shall
nevertheless be enforceable against and recoverable from M-real as though the
same had been incurred by M-real and M-real was the sole or principal obligor
in respect thereof and shall be performed or paid by M-real on demand.


 


(v)            The
liability of M-real under this clause 46.1:


 


49

















 


(a)           shall not be released or diminished by
any variation of the Sellers’ Guaranteed Obligations or any forbearance,
neglect or delay in seeking performance of the Sellers’ Guaranteed Obligations
or any granting of time for such performance; and


 


(b)           shall not be affected or impaired by
reason of any other fact or event which in the absence of this provision would
or might constitute or afford a legal or equitable discharge or release or a
defence to a guarantor.


 


46.2       The
Sappi’s Guarantee


 


(i)            Sappi
unconditionally and irrevocably guarantees to the Relevant Sellers the due and
punctual performance and observance by each of the Relevant Purchasers of all
their obligations, commitments, undertakings, warranties and indemnities under
or pursuant to this Agreement and any Transaction Document (the “Purchasers’ Guaranteed Obligations”) to the extent of any
limit on the liability of Sappi and the Relevant Purchasers under this
Agreement or any Transaction Document.


 


(ii)           If
and whenever any of the Relevant Purchasers defaults for any reason whatsoever
in the performance of any of the Purchasers’ Guaranteed Obligations, the Sappi
shall forthwith upon demand unconditionally perform (or procure performance of)
and satisfy (or procure the satisfaction of) the Purchasers’ Guaranteed
Obligations in regard to which such default has been made in the manner
prescribed by this Agreement or any Transaction Document and so that the same
benefits shall be conferred on the Relevant Sellers as they would have received
if the Purchasers’ Guaranteed Obligations had been duly performed and satisfied
by the Relevant Purchaser.


 


(iii)          This
guarantee is to be a continuing guarantee and accordingly is to remain in force
until all the Purchasers’ Guaranteed Obligations shall have been performed or
satisfied. This guarantee is in addition to and without prejudice to and not in
substitution for any rights or security which the Relevant Sellers may now or
hereafter have or hold for the performance and observance of the Purchasers’
Guaranteed Obligations.


 


(iv)           As
a separate and independent obligation the Sappi agrees that any of the
Purchasers’ Guaranteed Obligations (including, without limitation, any moneys
payable) which may not be enforceable against or recoverable from any of the
Relevant Purchasers by reason of any legal limitation, disability or incapacity
on or of any of the Relevant Purchasers or any other fact or circumstances
(other than any limitation imposed by this Agreement or any Transaction
Document) shall nevertheless be enforceable against and recoverable from Sappi
as though the same had been incurred by Sappi and Sappi were the sole or
principal obligor in respect thereof and shall be performed or paid by Sappi on
demand.


 


(v)            The
liability of Sappi under this clause 46.2:


 


(a)           shall not be released or diminished by
any variation of the Purchasers’ Guaranteed Obligations or any forbearance,
neglect or delay in seeking performance of the Purchasers’ Guaranteed
Obligations or any granting of time for such performance; and


 


50

















 


(b)           shall not be affected or impaired by
reason of any other fact or event which in the absence of this provision would
or might constitute or afford a legal or equitable discharge or release or a
defence to a guarantor.


 


47.          INDEMNITIES ON AN AFTER-TAX BASIS


 


47.1       All
references in this agreement to “indemnify” and “indemnifying” shall be
construed as references to “indemnify” and “indemnifying” on an after-Tax
basis.


 


47.2       For
the purposes of clause 47.1, “after-Tax basis” means that to the extent
that the amount payable pursuant to such indemnity (the “Payment”)
is subject to a deduction or withholding required by law in respect of Tax or
is chargeable to any Tax in the hands of the recipient it shall be increased so
as to ensure that, after taking into account:


 


(i)            the Tax chargeable on such amount
(including on the increased amount); and


 


(ii)           any Tax credit, repayment or other Tax
benefit which is available to the indemnified party or the recipient of the
Payment solely as a result of the matter giving rise to the Payment Obligation
or as a result of receiving the Payment (which amount of Tax and Tax credit,
repayment or other Tax benefit is to be determined by the auditors of the
recipient at the shared expense of both parties and is to be certified as such
to the party making the Payment),


 


the recipient of the Payment is in the
same position as it would have been in if the matter giving rise to the
obligation to make the Payment had not occurred.


 


47.3       If
any party to this Agreement assigns the benefit in whole or in part of this
Agreement, the liability of any other party to make an increased payment in
accordance with clause 47.2 shall be limited to that (if any) which it
would have been liable to make if no such assignment had taken place.


 


48.          LANGUAGE


 


48.1       Each
notice, demand, request, statement, instrument, certificate, or other
communication under or in connection with this Agreement shall be:


 


(i)            in
English; or


 


(ii)           if
not in English, accompanied by an English translation made by a translator, and
certified by an officer of the party giving the notice to be accurate.


 


48.2       The
receiving party shall be entitled to assume the accuracy of and rely upon any
English translation of any document provided pursuant to clause 48.1(ii).


 


49.          GOVERNING LAW


 


This Agreement
shall be governed by and construed in accordance with English law.


 


51

















 


50.          JURISDICTION


 


50.1       Each of the parties to this Agreement
irrevocably agrees that the courts of England are to have exclusive
jurisdiction to settle any disputes which may arise out of or in connection
with this Agreement and that accordingly any Proceedings may only be brought in
such courts.


 


50.2       Each party irrevocably waives (and
irrevocably agrees not to raise) any objection which it may have now or
hereafter to the laying of the venue of any proceedings in any such court as is
referred to in clause 50.1 and any claim of forum non
conveniens and further irrevocably agrees that a judgment in any
Proceedings brought in any court referred to in this clause shall (provided that
there is no appeal pending or open) be conclusive and binding upon such party.


 


51.          AGENTS FOR SERVICE


 


51.1       The Relevant Purchasers irrevocably
agree that any notice or document may be sufficiently and effectively served on
them in connection with Proceedings in England and Wales by service on Sappi
(UK) Limited, Blackburn Mill, Feniscowles, Blackburn, Lancashire BB2 5HX, if no
replacement agent has been appointed and notified to the Relevant Sellers
pursuant to clause 51.2 below, or on the replacement agent if one has
been so appointed and notified to the Relevant Sellers. Any notice or document
served pursuant to this clause 51.1 shall be marked for the attention
of:


 


(i)            Mr Willy Heckers or such other address within England or
Wales as may be notified to the Relevant Sellers by the Relevant Purchasers; or


 


(ii)           such
other person as is appointed as agent for service pursuant to clause 51.2
below at the address notified pursuant to clause 51.2 below.


 


51.2       If the agent referred to in clause
51.1 above (or any replacement agent appointed pursuant to this clause) at
any time ceases for any reason to act as such, the Relevant Purchasers shall
appoint a replacement agent to accept service having an address for service in
England or Wales and shall notify the Relevant Sellers of the name and address
of the replacement agent; failing such appointment and notification, the
Relevant Sellers shall be entitled by notice to the Relevant Purchaser to
appoint such a replacement agent to act on the Relevant Purchasers behalf
PROVIDED THAT in cases where service is effected upon a replacement agent
appointed by the Relevant Sellers in accordance with this clause 51.2 a
copy of the relevant notice or document shall at the same time be forwarded to
the last known business address of the Relevant Purchasers.


 


51.3       Each of the Relevant Sellers
irrevocably agree that any notice or document may be sufficiently and
effectively served on them in connection with Proceedings in England and Wales
by service on the Company Secretary of M-real UK Services Limited,
Sittingbourne, Kent, ME10 3ET, if no replacement agent has been appointed and
notified to the Purchase pursuant to clause 51.4 below, or on the
replacement agent if one has been so appointed and notified to the Purchaser.
Any notice or document served pursuant to this clause 51.3 shall be
marked for the attention of:


 


(i)            Mr David Scudder or such other address within England or
Wales as may be notified to the Relevant Purchasers by the Relevant Sellers; or


 


52

















 


(ii)           such other person as is appointed as agent for service
pursuant to clause 51.4 below at the address notified pursuant to clause
51.4 below.


 


51.4       If the agent referred to in clause
51.3 above (or any replacement agent appointed pursuant to this clause) at
any time ceases for any reason to act as such, the Relevant Sellers shall
appoint a replacement agent to accept service having an address for service in
England or Wales and shall notify the Relevant Purchasers of the name and
address of the replacement agent; failing such appointment and notification,
the Relevant Purchasers shall be entitled by notice to the Relevant Sellers to
appoint such a replacement agent to act on the Relevant Sellers behalf PROVIDED
THAT in cases where service is effected upon a replacement agent appointed by
the Relevant Purchasers in accordance with this clause 51.4 a copy of
the relevant notice or document shall at the same time be forwarded to the last
known business address of the Relevant Sellers.


 


51.5       The
agent for the receipt of service of process of a party referred to in this clause
51 as that party’s “Process Agent”.


 


51.6       Any Service Document shall be deemed to
have been duly served on a party if marked for the attention of that party’s
Process Agent at the addresses specified in clauses 51.1 and 51.3
or in accordance with clauses 51.2 and 51.4 and:


 


(i)            left at the specified or last known business address (as the
case may be); or


 


(ii)           sent
to the specified or last known business address (as the case may be) by first
class post or air mail.


 


In the case of (i), the Service
Document shall be deemed to have been duly served when it is left. In the case
of (ii), the Service Document shall be deemed to have been served two clear
Business Days after the date of posting.


 


53














 


SCHEDULE 1


 


(INTERPRETATION)


 


1.    In this Agreement and the Schedules to it:


 


	
  “Äänekoski Board Machine”

  	
   

  	
  Means
  the paper machine referred to as the Äänekoski board machine located at M-real’s Äänekoski Mill in Finland;

  
	
   

  	
   

  	
   

  
	
  “Äänekoski Mill”

  	
   

  	
  means
  the paper mill operated by M-real at 44101 Äänekoski, Finland;

  
	
   

  	
   

  	
   

  
	
  “Äänekoski
  Mill’s PM2”

  	
   

  	
  means
  the paper machine referred to as “PM2” located at M-real’s Äänekoski
  Mill in Finland;

  
	
   

  	
   

  	
   

  
	
  “Äänekoski
  PM2 Goods”

  	
   

  	
  Means
  the coated graphics paper products produced on Äänekoski
  Mill’s PM2 as at the date of Completion;

  
	
   

  	
   

  	
   

  
	
  “Äänekoski PM2 Exclusive Marketing Agreement”

  	
   

  	
  means
  the agreement in the Agreed Form listed as Attachment 16 to this
  Agreement to be entered into between M-real and Sappi Europe SA on
  Completion;

  
	
   

  	
   

  	
   

  
	
  “Äänekoski Transitional Agreement”

  	
   

  	
  means
  the transitional agreement between Sappi Europe S.A. and M-Real Corporation
  relating to the Äänekoski Mill;

  
	
   

  	
   

  	
   

  
	
  “Accounting Principles and Policies”

  	
   

  	
  means
  the accounting practices of M-real as consistently applied and M-real’s IFRS
  based accounting policies, principles, bases and methodologies;

  
	
   

  	
   

  	
   

  
	
  “Account”

  	
   

  	
  has
  the meaning given to it in clause 11.2(iii);

  
	
   

  	
   

  	
   

  
	
  “Accounts”

  	
   

  	
  means
  in respect of each member of the Group, the audited statutory accounts of
  that member of the Group for the accounting period ended on the Statutory
  Accounts Date and drawn up in accordance with generally accepted accounting
  principles applicable to that member of the Group;

  
	
   

  	
   

  	
   

  
	
  “Accounts Date”

  	
   

  	
  means 30 June, 2008;

  
	
   

  	
   

  	
   

  
	
  “Adjustment Payment”

  	
   

  	
  has the meaning given to it Schedule
  6;

  
	
   

  	
   

  	
   

  
	
  “Agreed Form”

  	
   

  	
  in relation to any document means
  such document in the form initialled for the purposes of identification only
  by and on behalf of the Relevant Purchasers and the Relevant Sellers;

  
	
   

  	
   

  	
   

  
	
  “Agreed Rate”

  	
   

  	
  means 1.5 per cent. above the base
  rate from time to time of the European Central Bank;

  
	
   

  	
   

  	
   

  
	
  “Assumed Liabilities”

  	
   

  	
  has the meaning given to it in clause
  15.2;

  
	
   

  	
   

  	
   

  
	
  “Assurance”

  	
   

  	
  means any warranty,
  representation, statement, assurance, covenant, agreement, undertaking,
  indemnity, guarantee or commitment of any nature whatsoever;

  
	
   

  	
   

  	
   

  
	
  “Biberist”

  	
   

  	
  means M-real Biberist, a company
  incorporated in Switzerland with registered number CH-251.3.000.460-7 and
  whose registered office is at Fabrikstrasse 4, CH 4562, Biberist, 

  



 


54

















 


	
   

  	
   

  	
  Switzerland;

  
	
   

  	
   

  	
   

  
	
  “Biberist Mill”

  	
   

  	
  means the paper mill operated by
  Biberist at Fabrikstrasse 4, CH-4562 Biberist, Switzerland;

  
	
   

  	
   

  	
   

  
	
  “Biberist Retained Earnings”

  	
   

  	
  has the meaning given to it in clause
  19.8;

  
	
   

  	
   

  	
   

  
	
  “Biberist Shares”

  	
   

  	
  means the shares of CHF 1,000 each
  representing the entire issued share
  capital of Biberist details of which are set out in Schedule 8;

  
	
   

  	
   

  	
   

  
	
  “Books and Records”

  	
   

  	
  means all books and records
  containing Business Information to the extent relating to the Mill Business,
  the Coaters and the Know-How Business or on which any Business Information
  relating to the Mill Business, the Coaters and the Know-How Business is
  recorded, including, without limitation, all documents and other material
  (including all forms of computer or machine readable material);

  
	
   

  	
   

  	
   

  
	
  “Business”

  	
   

  	
  means the business comprising the
  Business Assets;

  
	
   

  	
   

  	
   

  
	
  “Business Assets”

  	
   

  	
  means those assets set out in clause
  2.1(i) – (x) of this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Business Contracts”

  	
   

  	
  means:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)            all the contracts, arrangements,
  undertakings, agreements and engagements entered into on or prior to
  Completion by or on behalf of any of the Relevant Sellers relating
  exclusively or predominantly to the Mill Business (including the Energy Plant
  Contracts to the extent they are transferred pursuant to clause 14.9
  of this Agreement) or relating in part to the Mill Business, (but then only
  to the extent that the same do so relate) to which M-real or another member
  of the Sellers’ Group is (itself or through an agent) a party or the benefit
  of which is held in trust for or has been assigned to M-real or the relevant
  member of the Sellers’ Group as at Completion; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)           the order books relating exclusively
  to the Coaters and the Know-How Business,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  but excluding:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (a)          any employment contract of any
  Business Employee; and  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (b)          any contract the benefit of which
  is to be used by any member of the Sellers’ Group

  



 


55

















 


	
   

  	
   

  	
  to provide services under the
  Transaction Documents;

  
	
   

  	
   

  	
   

  
	
  “Business Days”

  	
   

  	
  means a day (other than a Saturday
  or a Sunday) on which banks are open for business in Frankfurt am Main,
  Helsinki, Johannesburg, London and Zurich (other than solely trading or
  settlement in Euros);

  
	
   

  	
   

  	
   

  
	
  “Business Employees”

  	
   

  	
  means the employees that are
  predominantly engaged in the Mill Business as set out in Attachment 8
  to this Agreement, subject to changes in the ordinary course among such individual
  employees listed but at all times subject to the provisions of this
  Agreement;

  
	
   

  	
   

  	
   

  
	
  “Business Goodwill”

  	
   

  	
  means all the goodwill:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)            in
  relation to the Mill Business and the Know-How Business; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)           in
  relation to the Coaters,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and
  in each case to the extent it relates to the Business Assets other than the
  Business Goodwill;

  
	
   

  	
   

  	
   

  
	
  “Business Information”

  	
   

  	
  means all written information and know -how relating
  exclusively to the Mill Business, the Coaters and the Know-How Business
  (including but not limited to all test results, reports, particulars of
  suppliers, recipes, market forecasts and particulars of customers to the
  extent relating to the Mill Business, Coaters and Know-How Business which is
  proprietary to M-real or another member of the Sellers’ Group;

  
	
   

  	
   

  	
   

  
	
  “Business Intellectual Property”

  	
   

  	
  means:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)            the trade mark registrations and
  applications for trade mark registration listed in Part A of Schedule
  11 and including, for the avoidance of doubt, the GALERIE Marks;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)           the patents and patent
  applications listed in Part B of Schedule 11;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)          the registered design listed in Part D
  of Schedule 11;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  save for the Sellers’ Marks, all
  other Intellectual Property owned by members of the Sellers’ Group which at
  or immediately before Completion is/are used exclusively or predominantly in
  the Mill Business; the Coaters and/or the Know-How Business;

  
	
   

  	
   

  	
   

  
	
  “Business Intellectual Property

  	
   

  	
  means the assignments of the
  registered Business Intellectual Property in the Agreed Form listed as Attachment
  9 to this

  



 


56

















 


	
  Assignments”

  	
   

  	
  Agreement to be entered into at
  Completion pursuant to paragraph 1A (iv) of Schedule 3, as
  referred to in clause 2.5;

  
	
   

  	
   

  	
   

  
	
  “Business Merchant Rebates”

  	
   

  	
  means
  sums owed in respect of the Mill Business by the Relevant Sellers’ to their
  customers as a result of specified annual purchase targets having been met
  for the relevant year ended 31 December;

  
	
   

  	
   

  	
   

  
	
  “Business Plant and Machinery”

  	
   

  	
  means:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)            in relation to the Mill Business
  all the plant and machinery and equipment, loose tools, fittings, furniture,
  partitioning used or to be used exclusively or predominantly in relation to
  the Mill Business at
  Completion;

   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)           the Mill Business Vehicles; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)          the Coaters, fittings and spare parts used or to be used exclusively in
  relation to the Coaters at
  Completion;

  
	
   

  	
   

  	
   

  
	
  “Business Properties”

  	
   

  	
  means the Kangas Property and the
  Kirkniemi Property, details of which are set out in Part A of Schedule
  9;

  
	
   

  	
   

  	
   

  
	
  “Business Properties Transfer Deed”

  	
   

  	
  means the agreement in the Agreed Form listed as Attachment 18
  to this Agreement to be entered into between M-real and Sappi Finland I Oy;

  
	
   

  	
   

  	
   

  
	
  “Business Purchaser”

  	
   

  	
  means, in relation to each of the
  Business Assets referred to in column (2) of Part 2 of Schedule
  13 the company whose name or corporate form is set out opposite that
  Business Asset in column (3);

  
	
   

  	
   

  	
   

  
	
  “Business Receivables”

  	
   

  	
  means all debts or outstanding
  payments due from any third party receivable or owed to any of the Business
  Sellers (excluding outstanding payments due from any members of the Seller’s
  Group) relating exclusively to the Mill Business or relating to part of the
  Mill Business (but then only to the extent the same do relate) as at or at
  any time prior to Completion whether or not yet due or payable (including,
  without limitation, trade debts, accrued income, prepayments, retrospective
  rebates and overpayments) but excluding (in each case) any amounts in respect
  of Finnish VAT falling within clause 2.1(d) (“Excluded Assets”) and also excluding (in each case) any
  amount due pursuant to Supplier Rebates to the extent they relate to the Mill
  Business and “Business Receivable”
  shall be construed accordingly;

  
	
   

  	
   

  	
   

  
	
  “Business Seller”

  	
   

  	
  means,
  in relation to each of the Business Assets referred to in column (2) of
  Part 2 of Schedule 13, the company whose name is set out opposite
  that Business Asset in column (1);

  
	
   

  	
   

  	
   

  
	
  “Business Stocks”

  	
   

  	
  means all stocks of raw materials,
  work-in-progress, finished goods, and other stock-in-trade, packaging, spares
  and other

  



 


57

















 


	
   

  	
   

  	
  goods to the extent related to the
  Mill Business at Completion;

  
	
   

  	
   

  	
   

  
	
  “Carve-Out Accounts”

  	
   

  	
  means the consolidated reviewed
  accounts of the Group Companies and the Mill Business in the Agreed
  Form for the three and a half year period ended on the Accounts Date;

  
	
   

  	
   

  	
   

  
	
  “Chemische Werke Zell-Wildshausen GmbH”

  	
   

  	
  means Chemische Werke Zell-Wildshausen
  GmbH, a company incorporated in Germany at the local court of Aschaffenburg,
  with registered number 10207 and whose registered office is at Obernburger
  Strasse 1-9, D-63811 Stockstadt, Germany;

  
	
   

  	
   

  	
   

  
	
  “CHP Lease”

  	
   

  	
  means
  the lease agreement in respect of the CHP Plant entered into between M-real
  and Fortum pursuant to the Energy Plant Contracts which expires on 31
  October, 2012;

  
	
   

  	
   

  	
   

  
	
  “CHP Outstanding Lease Payments”

  	
   

  	
  means
  the monthly instalments pursuant to the CHP Lease payable by M-real (excluding
  any interest but including the CHP Plant redemption value of €5,015,057)
  which are outstanding up and until 31 October, 2012 and as accounted for in
  the Carve-Out Accounts and set out in Attachment 33;

  
	
   

  	
   

  	
   

  
	
  “CHP Plant”

  	
   

  	
  means
  the natural gas fuelled power plant situated at the Kirkniemi Mill,
  consisting of the following main components: steam boiler, gas
  turbine, flue gas heat recovery boiler, steam turbine with
  associated auxiliaries and buildings housing main components;

  
	
   

  	
   

  	
   

  
	
  “CN Papiervertriebs GmbH”

  	
   

  	
  means CN Papiervertriebs GmbH, a company
  incorporated in Germany with registered number HRB 11184, Amtsgericht Bonn
  and whose registered office is at Metternicher Str. 20, 53919 Weilerswist,
  Germany;

  
	
   

  	
   

  	
   

  
	
  “CN Shares”

  	
   

  	
  means the entire issued share
  capital of CN
  Papiervertriebs GmbH, details of which are set out
  in Schedule 8;

  
	
   

  	
   

  	
   

  
	
  “Claims”

  	
   

  	
  save
  as the term is used in Schedule 14 means all rights and claims of any
  of the Business Sellers arising at any time whether before or after
  Completion in relation to any of the Business Assets or any Assumed Liability
  (but excluding any rights or claims under insurance policies) and “Claim” means any one of them;

  
	
   

  	
   

  	
   

  
	
  “Coated Graphic Paper Business”

  	
   

  	
  means
  a business that engages in the production or sale of coated wood-free paper
  or coated wood-containing paper other than coated speciality paper,
  paperboard and paper that is cast coated or coated only on one side;

  
	
   

  	
   

  	
   

  
	
  “Coater Number 2”

  	
   

  	
  means the coater number two owned by
  Zanders at its Gohrsmühle Mill in Germany;

  
	
   

  	
   

  	
   

  
	
  “Coater Number 3”

  	
   

  	
  means the coater number three owned
  by Zanders at its
  Gohrsmühle Mill in Germany;

  
	
   

  	
   

  	
   

  
	
  “Coaters”

  	
   

  	
  means the Gohrsmühle Coaters and the
  Hallein Coater;

  
	
   

  	
   

  	
   

  
	
  “Commercial Arrangements
  Term

  	
   

  	
  means the term sheet dated the same
  day as this Agreement detailing certain commercial terms agreed between M-real
  and

  



 


58

















 


	
  Sheet”

  	
   

  	
  Sappi listed as Attachment 26
  to this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Companies”

  	
   

  	
  means the German Companies and the
  Swiss Company;

  
	
   

  	
   

  	
   

  
	
  “Companies Act 2006”

  	
   

  	
  the Companies Act 2006, as amended
  or re-enacted;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  “Company CO2 Obligation”

  	
   

  	
  has
  the meaning given to it in Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Company Employees”

  	
   

  	
  means the employees of each of the
  Group Companies at Completion;

  
	
   

  	
   

  	
   

  
	
  “Company Merchant Rebates”

  	
   

  	
  means
  sums owed by the Companies or any one of them to their customers as a result
  of specified annual purchase targets having been met for the relevant year
  ended 31 December;

  
	
   

  	
   

  	
   

  
	
  “Company Properties”

  	
   

  	
  means the Immovable Properties
  specified in Part B of Schedule 9;

  
	
   

  	
   

  	
   

  
	
  “Competition Authority”

  	
   

  	
  means any supra-national,
  national, state, municipal or local government (including any subdivision,
  court, administrative agency or commission or other authority thereof) or any
  governmental, quasi-governmental, statutory, regulatory or investigative body
  or court, or private body exercising any regulatory authority or other
  governmental or quasi- governmental authority, including the European Union
  and the European Commission and any other entity in any jurisdiction
  responsible or having powers for the enforcement of competition laws and for
  investigating, approving or objecting to, mergers;

  
	
   

  	
   

  	
   

  
	
  “Completion”

  	
   

  	
  means the completion of the sale
  and purchase of the Business Assets and the Shares under this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Completion Date”

  	
   

  	
  means the first day that:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)            falls on the end of a month; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)           follows the fifth Business
  Day after M-real and Sappi have informed each other of the fulfilment of all
  conditions to Completion pursuant to Schedule 2; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)          coincides with or follows the end of the business year
  of Stockstadt GmbH that has been shortened in accordance with clause 4.6
  of this Agreement, as the case may be;

  
	
   

  	
   

  	
   

  	
   

  
	
  “Completion Statements”

  	
   

  	
  means the completion
  statements to be drawn up in accordance with Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Completion Time”

  	
   

  	
  has the meaning given to it
  in Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Completion Time Net Working Capital”

  	
   

  	
  has
  the meaning given to it in Schedule 6;

  



 


59

















 


	
  “Confidentially Agreement”

  	
   

  	
  means
  the confidentiality agreement entered into between M-real and Sappi dated 15
  May, 2008 as amended from time to time;

  
	
   

  	
   

  	
   

  
	
  “Consideration”

  	
   

  	
  means
  the Initial Consideration and the Estimated Inter-Group Debt paid by the
  Relevant Purchasers to the Relevant Sellers in accordance with clause 7
  and as adjusted, if applicable, in accordance with clause 8;

  
	
   

  	
   

  	
   

  
	
  “Consideration Shares”

  	
   

  	
  means 6,982,105  Sappi Shares to be issued as fully paid to M-real (or
  to M-real’s nominee(s)) pursuant to this Agreement at the Consideration Share
  Price;

  
	
   

  	
   

  	
   

  
	
  “Consideration Share Price”

  	
   

  	
  means €7.161 per Sappi Share as adjusted
  pursuant to Schedule 16;

  
	
   

  	
   

  	
   

  
	
  “Current Market Price”

  	
   

  	
  means, for the purposes of Schedule 16, in
  respect of a Sappi Share at a particular date, the volume weighted average
  share price of Sappi Shares as published by, or derived from the relevant
  quotations published by, the Johannesburg Stock Exchange for the five
  consecutive dealing days ending on the dealing day immediately preceding such
  date; provided that if at any time during the said five day period the Sappi
  Shares shall have been quoted ex dividend and during some other part of that
  period the Sappi Shares shall have been quoted cum then:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)            if the Sappi Shares to be issued do not rank for the
  dividend in question, the prices on the dates on which the Sappi Shares shall
  have been quoted cum-dividend shall for the purpose of this definition be
  deemed to be the amount thereof reduced by an amount equal to the amount of
  that dividend per Sappi Share; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)           if the Sappi Shares to be issued do rank for the
  dividend in question, the prices on the dates on which the Sappi Shares shall
  have been quoted ex-dividend shall for the purpose of this definition be
  deemed to be the amount thereof increased by such similar amount;

  
	
   

  	
   

  	
   

  
	
  “Data Room”

  	
   

  	
  means
  data room containing those documents listed in the Data Room List;

  
	
   

  	
   

  	
   

  
	
  “Data Room List”

  	
   

  	
  means
  the index of the documents that were in the Data Room forming Attachment
  6 of this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Deutsche Holding”

  	
   

  	
  means M-real Deutsche Holding
  GmbH, a company
  incorporated in Germany and registered in Germany at the local court with
  number 1960 and whose registered office is at An der Gohrsmühle 51465
  Bergisch Gladbach, Germany;

  



 


60














 


	
  “Disclosure Letter”

  	
   

  	
  means
  the letter dated with the same date as this Agreement written by M-real to
  the Relevant Purchasers for the purposes of paragraph 10 of Schedule
  5;

  
	
   

  	
   

  	
   

  
	
  “Diverse Energy Issues Term Sheet”

  	
   

  	
  means
  the term sheet listed as Attachment 27 to this Agreement dated the
  same day as this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Employees”

  	
   

  	
  means the
  individuals who are:

   

  (i)         Company
  Employees; or

   

  (ii)         Business Employees,

   

  in
  each case as at Completion, save that in the Warranties, “Employees”
  shall mean only those individuals who are so employed at the date of this
  Agreement;

  
	
   

  	
   

  	
   

  
	
  “Employment Taxes”

  	
   

  	
  has the meaning given to it in Schedule
  14 (Tax Indemnity);

  
	
   

  	
   

  	
   

  
	
  “Encumbrance”

  	
   

  	
  means any claim, charge, mortgage, lien, option, equity,
  power of sale, hypothecation, usufruct, retention of title, right of
  pre-emption, right of first refusal or other third party rights or security
  interest of any kind or an agreement, arrangement or obligation to create any
  of the foregoing;

  
	
   

  	
   

  	
   

  
	
  “Energy Plant Contracts”

  	
   

  	
  means all contracts and arrangements
  between M-real and Fortum in relation to Kirkniemi Mill’s energy supply and
  ownership of energy production assets;

  
	
   

  	
   

  	
   

  
	
  “Enterprise Value”

  	
   

  	
  has the meaning given to it in Schedule
  6;

  
	
   

  	
   

  	
   

  
	
  “Environment”

  	
   

  	
  has the meaning given to it in paragraph
  17 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  “Environment Authority”

  	
   

  	
  has the meaning given to it in paragraph
  17 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  “Environmental Claim”

  	
   

  	
  has the meaning given to it in paragraph
  1 of Schedule 15;

  
	
   

  	
   

  	
   

  
	
  “Environmental Indemnity”

  	
   

  	
  means the indemnity at paragraph 2
  of Schedule 15;

  
	
   

  	
   

  	
   

  
	
  “Environmental Laws”

  	
   

  	
  has the meaning given to it in paragraph
  17 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  “Environmental Matters”

  	
   

  	
  has the meaning given to it in paragraph
  17 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  “Environmental Permits”

  	
   

  	
  has the meaning given to it in paragraph
  17 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  “Environmental Warranties”

  	
   

  	
  means warranties
  set out at paragraph 17 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  “Estimated Business Net
  Debt”

  	
   

  	
  has the meaning given to it in Schedule
  6;

  
	
   

  	
   

  	
   

  
	
  “Estimated Inter-Group Debt”

  	
   

  	
  has the meaning given to it in Schedule
  6;

  
	
   

  	
   

  	
   

  
	
  “Estimated Inter-Group
  Receivables”

  	
   

  	
  has the meaning given to it in Schedule
  6;

  
	
   

  	
   

  	
   

  
	
  “Estimated Net Debt”

  	
   

  	
  has the meaning given to it in Schedule
  6;

  
	
   

  	
   

  	
   

  
	
  “Exchange Rate”

  	
   

  	
  means, with respect to any amount in
  any particular local currency required to be converted into Euros at such
  rate as 

  



 


61

















 


	
   

  	
   

  	
  set out in paragraph 2(xiii)
  of Schedule 1, the spot rate of exchange (the closing mid point)
  for that currency into Euros on such date as quoted by the European Central
  Bank daily on its website (www.ecb.int) after 2.15 pm European Central Bank
  time or at the closest previous Business Day;

  
	
   

  	
   

  	
   

  
	
  “Excluded Assets”

  	
   

  	
  means those assets set out in clause
  2.1(a) – (g) of this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Excluded SA Assets”

  	
   

  	
  means those assets described in clause
  2.1(b) of this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Final Consideration”

  	
   

  	
  has the
  meaning given to it in Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Financing”

  	
   

  	
  means
  any offering of debt or equity securities by Sappi or any of its affiliates
  (including the Rights Issue), the proceeds of which are used, in whole or in
  part, to pay amounts outstanding or payable under this Agreement or under any
  loan or other agreement entered into pursuant to or in connection with this
  Agreement;

  
	
   

  	
   

  	
   

  
	
  “Finnish Stock Exchange”

  	
   

  	
  means
  the OMX Nordic Exchange Helsinki Ltd;

  
	
   

  	
   

  	
   

  
	
  “Finnish VAT Act”

  	
   

  	
  has the
  meaning given to it in clause 11.2(i);

  
	
   

  	
   

  	
   

  
	
  “Fortum”

  	
   

  	
  means
  Fortum Oy, a company incorporated in
  Finland whose registered office is at PL 1, 0048 Fortum, Finland (registered in Finland with
  No. 1463611-4), and references in this Agreement to Fortum shall
  include, where necessary, its subsidiaries and holding
  companies from time to time, as appropriate;

  
	
   

  	
   

  	
   

  
	
  “GALERIE Marks”

  	
   

  	
  means, subject
  to Completion, the Intellectual Property identified in Part C of Schedule
  11 and any registrations of the “GALERIE
  Art” trade mark that the Relevant Purchasers acquire in accordance
  with their undertaking in the Trade Mark Licences;

  
	
   

  	
   

  	
   

  
	
  “German Companies”

  	
   

  	
  means CN Papiervertriebs GmbH and Stockstadt
  GmbH;

  
	
   

  	
   

  	
   

  
	
  “German Pension Liabilities”

  	
   

  	
  has the meaning given to it in Schedule
  6;

  
	
   

  	
   

  	
   

  
	
  “German Shares”

  	
   

  	
  means
  the CN Shares,
  and the Stockstadt Shares;

  
	
   

  	
   

  	
   

  
	
  “German Share Transfer Agreement”

  	
   

  	
  means
  the agreement in the Agreed Form listed as Attachment 22 to this
  Agreement to be entered into between Deutsche Holding and Sappi Deutschland
  Holding GmbH on Completion;

  
	
   

  	
   

  	
   

  
	
  “German Subsidiary”

  	
   

  	
  means Chemische Werke
  Zell-Wildshausen GmbH;

  
	
   

  	
   

  	
   

  
	
  “Gohrsmühle Coaters”

  	
   

  	
  means
  Coater Number 2 and Coater Number 3;

  
	
   

  	
   

  	
   

  
	
  “Gohrsmühle Mill”

  	
   

  	
  means
  the paper mill operated by Zanders at Postfach 200960, An der Gohrsmühle,
  D-51439 Bergisch Gladbach, Germany;

  



 


62

















 


	
  “Graphic Paper Business”

  	
   

  	
  means the
  Business and the business of the Group, taken as a whole;

  
	
   

  	
   

  	
   

  
	
  “Group” or “Group Companies”

  	
   

  	
  means
  the Companies and the German Subsidiary and “Group Company” means any of them as the context so
  requires;

  
	
   

  	
   

  	
   

  
	
  “Hallein AG”

  	
   

  	
  means M-real Hallein A.G., a company incorporated in Austria
  with registered number FN 18407m and whose registered office is at
  Salzachtalstrasse 88, A-5400 Hallein, Austria;

  
	
   

  	
   

  	
   

  
	
  “Hallein Coater”

  	
   

  	
  means
  the coater owned by Hallein AG
  at its Hallein Mill in Austria;

  
	
   

  	
   

  	
   

  
	
  “Hallein Coater Asset Sale and Transfer
  Agreement”

  	
   

  	
  means
  the agreement in substantially the form listed as Attachment 23 to
  this Agreement to be entered into between Hallein AG and Sappi Netherlands BV
  on Completion;

  
	
   

  	
   

  	
   

  
	
  “Hallein Mill”

  	
   

  	
  means
  the paper mill operated by Hallein AG at Salzachtalstr. 88, A-5400 Hallein,
  Austria;

  
	
   

  	
   

  	
   

  
	
  “Husum Mill”

  	
   

  	
  means
  the paper mill operated by M-real Sverige AB at SE-89035 Husum, Sweden;

  
	
   

  	
   

  	
   

  
	
  “Husum Mill’s PM8”

  	
   

  	
  means
  the paper machine referred to as “PM8” located at M-real’s Husum Mill in
  Sweden;

  
	
   

  	
   

  	
   

  
	
  “Husum PM8 Coater”

  	
   

  	
  means
  the off-line coater and the off-line multi nip calendar but excluding the
  winder serving the Husum Mill’s PM8;

  
	
   

  	
   

  	
   

  
	
  “Husum Mill PM8 Exclusive Marketing Agreement”

  	
   

  	
  means
  the agreement in the Agreed Form listed as Attachment 15 to this
  Agreement to be entered into between M-real Sverige AB and Sappi Europe SA on
  Completion;

  
	
   

  	
   

  	
   

  
	
  “IFRS”

  	
   

  	
  international
  accounting standards within the meaning of Regulation (EC) No 1606/2002 of 19
  July, 2002 on the application of international accounting standards to the
  extent applicable to the relevant financial statements;

  
	
   

  	
   

  	
   

  
	
  “Immovable Property”

  	
   

  	
  means
  freehold and leasehold land and buildings or other immovable property in any
  part of the world;

  
	
   

  	
   

  	
   

  
	
  “Inducement Fee”

  	
   

  	
  has the
  meaning given to it in clause 40;

  
	
   

  	
   

  	
   

  
	
  “Initial Consideration”

  	
   

  	
  has the
  meaning given to it in Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Intellectual Property”

  	
   

  	
  means
  patents, inventions, trade marks, service marks, trade names, brands, get-up,
  logos, rights in designs, copyrights, and database rights (whether or not any
  of these is registered and including applications for registration of any
  such thing) and all rights or forms of protection of a similar nature or
  having equivalent or similar effect to any of these which may subsist
  anywhere in the world;

  
	
   

  	
   

  	
   

  
	
  “Inter-Group Debt”

  	
   

  	
  has the
  meaning given to it in Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Inter-Group Debt Adjustment Payment”

  	
   

  	
  has the
  meaning given to it in Schedule 6;

  



 


63

















 


	
  “Inter-Group Net Debt”

  	
   

  	
  has the
  meaning given to it in Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Inter-Group Receivables”

  	
   

  	
  has the
  meaning given to it in Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Inter-Group Receivables Adjustment Payment”

  	
   

  	
  has the
  meaning given to it in Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “IT Systems”

  	
   

  	
  means
  software, hardware, data networks and voice networks but excluding networks
  or telecommunications systems generally available to the public;

  
	
   

  	
   

  	
   

  
	
  “Johannesburg Stock Exchange” or “JSE”

  	
   

  	
  means
  the JSE Limited, a company incorporated in South Africa and licensed as an
  exchange under the Securities Services Act, 2004 (as amended);

  
	
   

  	
   

  	
   

  
	
  “Kangas Asset Transfer Agreement”

  	
   

  	
  means
  the agreement in the Agreed Form listed as Attachment 20 to this
  Agreement to entered into between M-real and Sappi Finland I Oy on
  Completion;

  
	
   

  	
   

  	
   

  
	
  “Kangas Mill”

  	
   

  	
  means
  the paper mill operated by M-real at Kympinkatu 3, FI-40351 Jyväskylä,
  Finland;

  
	
   

  	
   

  	
   

  
	
  “Kangas PM2”

  	
   

  	
  means
  the paper machine referred to as “PM2” located at M-real’s Kangas Mill in
  Finland;

  
	
   

  	
   

  	
   

  
	
  “Kangas PM2 Property”

  	
   

  	
  means
  the Immovable Property housing the Kangas PM2;

  
	
   

  	
   

  	
   

  
	
  “Kangas PM2 Property Lease”

  	
   

  	
  means
  the agreement in the Agreed Form listed as Attachment 19 to this
  Agreement to be entered into between M-real and Sappi Finland I Oy on
  Completion;

  
	
   

  	
   

  	
   

  
	
  “Kangas Property”

  	
   

  	
  means
  the Immovable Property of the Kangas Mill, details of which are set out in Part A
  of Schedule 9;

  
	
   

  	
   

  	
   

  
	
  “Kangas Property Option”

  	
   

  	
  has the
  meaning given to it in clause 45.1;

  
	
   

  	
   

  	
   

  
	
  “Kirkniemi Asset Transfer Agreement”

  	
   

  	
  means
  the agreement in the Agreed Form listed as Attachment 21 to this
  Agreement to be entered into between M-real and Sappi Finland I Oy on
  Completion;

  
	
   

  	
   

  	
   

  
	
  “Kirkniemi Discharge Compensation”

  	
   

  	
  has the
  meaning given to it in clause 19.9(ii);

  
	
   

  	
   

  	
   

  
	
  “Kirkniemi Mill”

  	
   

  	
  means
  the paper mill operated by M-real at FI-08800, Lohja, Finland;

  
	
   

  	
   

  	
   

  
	
  “Kirkniemi Property”

  	
   

  	
  means
  the Immovable Property of the Kirkniemi Mill, details of which are set out in
  Part A of Schedule 9;

  
	
   

  	
   

  	
   

  
	
  “Kirkniemi Trade Receivables”

  	
   

  	
  means all outstanding payments due
  from any third party customer receivable in relation to the graphic paper
  business carried out from the Kirkniemi Mill in Finland and in each case
  including such part of such amounts as relate to VAT and “Kirkniemi
  Trade Receivable” shall be construed accordingly;

  



 


64

















 


	
  “Kirkniemi Trade Receivables Cap”

  	
   

  	
  has the
  meaning given to it in clause 8.4;

  
	
   

  	
   

  	
   

  
	
  “Know-How Business”

  	
   

  	
  means:

   

  (i)            Husum
  Mill’s PM8 in Sweden; and

   

  (ii)           Äänekoski Mill’s
  PM2 in Finland;

  
	
   

  	
   

  	
   

  
	
  “Lock-Up Agreement”

  	
   

  	
  means
  the agreement in the Agreed Form to be entered into by M-real and Sappi
  on the Completion Date which sets out certain restrictions on the disposal of
  the Consideration Shares and listed as Attachment 12 to this
  Agreement;

  
	
   

  	
   

  	
   

  
	
  “London Stock Exchange”

  	
   

  	
  means
  London Stock Exchange plc;

  
	
   

  	
   

  	
   

  
	
  “Long-term Energy Agreements”

  	
   

  	
  means the agreements in the Agreed Form listed as Attachment 17
  to this Agreement to be entered into between M-real and Sappi Europe SA on
  Completion;

  
	
   

  	
   

  	
   

  
	
  “Long-term Pulp Supply
  Agreements”

  	
   

  	
  means
  the agreements in the Agreed Form listed as Attachment 14 to this
  Agreement to be entered into:

   

  (i)            between M-real, M-real Sverige AB and Sappi Europe SA;
  and

   

  (ii)           between
  Oy Metsä-Botnia AB and Sappi Europe SA,  on Completion;

  
	
   

  	
   

  	
   

  
	
  “Long-term Wood Supply Agreement”

  	
   

  	
  means
  the agreement in the Agreed Form listed as Attachment 13 to this
  Agreement to be entered into between Metsäliitto Co-operative and Sappi
  Europe SA on Completion;

  
	
   

  	
   

  	
   

  
	
  “Losses”

  	
   

  	
  means
  all losses, liabilities, costs (including without limitation legal costs and
  experts’ and consultants’ fees), charges, expenses, actions, proceedings,
  claims and demands;

  
	
   

  	
   

  	
   

  
	
  “M-real Sverige
  AB”

  	
   

  	
  means
  M-real Sverige AB, a company incorporated in Sweden with registered
  number 556585-8866 and whose registered office is at Örnsköldsvik, S-890 35
  Husum, Sweden;

  
	
   

  	
   

  	
   

  
	
  “M-real Vendor
  Loan Note”

  	
   

  	
  means
  the €250,000,000 loan note to be issued by Sappi Papier Holding GmbH
  (Austria) to M-real on the Completion Date;

  
	
   

  	
   

  	
   

  
	
  “Material Contract”

  	
   

  	
  means any Business Contract
  and any contract entered into by any member of the Group:

   

  (i)            calling for payments by any party
  thereto in excess of €2,000,000 in any one year;

   

  (ii)           that is a material agreement relating to Intellectual
  Property;

  



 


65

















 


	
   

  	
   

  	
  (iii)          which restricts M-real or the
  relevant member of the Sellers’ Group in any material respect from carrying
  on its respective part of the Graphic Paper Business anywhere in the world;

   

  (iv)           which is a joint venture agreement or
  arrangement under which M-real or the relevant member of the Sellers’ Group
  is to participate with any other person in any business;

   

  (v)            which
  has an unexpired term of two or more years or cannot be terminated on less
  than two years’ notice; or

   

  (vi)           that
  is a material contract and, so far as the Sellers are aware, which can be
  terminated by any other party in the event of a change of control of the
  relevant member of the Group,

   

  other than (in either case):

   

  (a)           any contract with any Employee;

   

  (b)           purchase or sale orders for stock placed in accordance
  with the normal practice of the Graphic Paper Business (including purchase
  and sale orders in respect of which the counterparty is a member of the
  Sellers’ Group); and

   

  (c)           any leases or tenancy arrangements under which Property
  is occupied;

  
	
   

  	
   

  	
   

  
	
  “Merchant Rebates”

  	
   

  	
  means
  the Business Merchant Rebates and the Company Merchant Rebates;

  
	
   

  	
   

  	
   

  
	
  “Merchant Rebate Adjustment”

  	
   

  	
  has the
  meaning given to it in clause 8.11;

  
	
   

  	
   

  	
   

  
	
  “Merger Regulation”

  	
   

  	
  means
  Council Regulation (EC) 139/2004;

  
	
   

  	
   

  	
   

  
	
  “Metsäliitto
  Co-operative”

  	
   

  	
  means
  Metsäliitto Co-operative, a co-operative society incorporated in Finland with
  registered number 0116300-4 and whose registered office is at Revontulentie
  6, FI-02100 Espoo, Finland;

  
	
   

  	
   

  	
   

  
	
  “Mill Business”

  	
   

  	
  means the graphic paper business of M-real carried out
  from:  

  



 


66

















 


	
   

  	
   

  	
  (i)         the
  Kangas Mill in Finland; and

   

  (ii)         the
  Kirkniemi Mill in Finland;

  
	
   

  	
   

  	
   

  
	
  “Mill Business Assets”

  	
   

  	
  has the meaning given to it in clause 11.2(i);

  
	
   

  	
   

  	
   

  
	
  “Mill Business Efficiency Programme”

  	
   

  	
  means the redundancy programme of M-real covering the whole
  Mill Business at its Kirkniemi Mill concerning a reduction in headcount
  of 57 (announced on 14 February, 2007) and at its Kangas Mill concerning the
  closure of the Kangas PM2 and a reduction in headcount of 82 (announced on 13
  November, 2007);

  
	
   

  	
   

  	
   

  
	
  “Mill Business Vehicles”

  	
   

  	
  means
  those vehicles listed in Attachment 32 used exclusively in relation to
  the Mill Business;

  
	
   

  	
   

  	
   

  
	
  “MIS Payments”

  	
   

  	
  means
  payments due to certain M-real employees pursuant to M-real’s management
  incentive scheme;

  
	
   

  	
   

  	
   

  
	
  “Net Working Capital Adjustment”

  	
   

  	
  has the meaning given to it in Schedule
  6;

  
	
   

  	
   

  	
   

  
	
  “NL Holding”

  	
   

  	
  means M-real NL Holding B.V., a company incorporated in the
  Netherlands with registered number 02334705 and whose registered office is at
  Van Boshuizenstraat 12, NL-1083 BA Amsterdam, P.O. Box 75652, N.L.-1070
  AR Amsterdam, the Netherlands;

  
	
   

  	
   

  	
   

  
	
  “Option”

  	
   

  	
  has the meaning given to it in clause
  43.1;

  
	
   

  	
   

  	
   

  
	
  “Other Stockstadt”

  	
   

  	
  has the meaning given to it in Schedule
  6;

  
	
   

  	
   

  	
   

  
	
  “Oy
  Metsä-Botnia AB”

  	
   

  	
  means Oy
  Metsä-Botnia AB,  a
  company incorporated in Finland with registered number 0791416-3 and whose
  registered office is Revontulentie 6, FI-02100
  Espoo, Finland;

  
	
   

  	
   

  	
   

  
	
  “Permanent Cessation”

  	
   

  	
  has the meaning given to it in clause
  45.1;

  
	
   

  	
   

  	
   

  
	
  “Permitted Assignee”

  	
   

  	
  has the meaning given to it in clause
  32.2;

  
	
   

  	
   

  	
   

  
	
  “Permitted Encumbrances”

  	
   

  	
  means
  security interests arising in the ordinary course of business or by operation
  of law, security interests arising under sales contracts with title retention
  provisions, equipment leases with third parties entered into in the ordinary
  course of business, security interests for Taxes and other governmental
  charges which are not due and payable or which may thereafter be paid without
  penalty and mortgages, charges, pledges, liens or other forms of security or
  encumbrance or equity which secure debt and other imperfections in title and
  encumbrances, if any, which do not in any case individually or in aggregate
  materially impair the continued use and operation of the assets to which they
  relate in the context of the Graphic Paper Business;

  
	
   

  	
   

  	
   

  
	
  “Pre-sale Reorganisation”

  	
   

  	
  means:

   

  (i)            the transfer of Hallein AG by Stockstadt GmbH to
  another entity in the Sellers’ Group

  



 


67

















 


	
   

  	
   

  	
  prior to the Completion Date; and

   

  (ii)           the transfer of the SA Customer Lists by the Companies to another
  entity in the Sellers’ Group prior to the Completion Date;

  
	
   

  	
   

  	
   

  
	
  “Pre-sale Reorganisation Liabilities”

  	
   

  	
  means
  any liabilities of Stockstadt GmbH in respect of the transfer of Hallein AG
  to another entity in the Sellers’ Group prior to the Completion Date;

  
	
   

  	
   

  	
   

  
	
  “Proceedings”

  	
   

  	
  means
  any proceeding, suit or action arising out of or in connection with this
  Agreement;

  
	
   

  	
   

  	
   

  
	
  “Proceeds of Rights Issue”

  	
   

  	
  means
  the aggregate proceeds raised by Sappi in the Rights Issue being €400,000,000
  after the deduction of the fees, expenses and costs of the Rights Issue;

  
	
   

  	
   

  	
   

  
	
  “Process Agent”

  	
   

  	
  has the
  meaning given to it in clause 51.5;

  
	
   

  	
   

  	
   

  
	
  “Profit and Loss Pooling Agreement”

  	
   

  	
  means the agreement on the transfer of profit and loss (Gewinnabführungs- und Verlustübernahmevertrag)
  of 11 May, 2001 (as amended on 23 December, 2002) between Deutsche Holding
  and Stockstadt GmbH;

  
	
   

  	
   

  	
   

  
	
  “Properties”

  	
   

  	
  means
  the Business Properties and the Company Properties;

  
	
   

  	
   

  	
   

  
	
  “Property Owner”

  	
   

  	
  means,
  in respect of a Property, the entity listed as its owner in Schedule 9;

  
	
   

  	
   

  	
   

  
	
  “Purchase Price”

  	
   

  	
  has the
  meaning given to it in clause 43.1;

  
	
   

  	
   

  	
   

  
	
  “Purchasers’ Completion Documents”

  	
   

  	
  has the
  meaning given to it in clause 18.1(i);

  
	
   

  	
   

  	
   

  
	
  “Purchasers’ Guaranteed Obligations”

  	
   

  	
  has the
  meaning given to it in clause 46.2(i);

  
	
   

  	
   

  	
   

  
	
  “Purchaser’s Group”

  	
   

  	
  means
  Sappi and its subsidiaries and holding companies from time to time, as
  appropriate (including, for the avoidance of doubt, following Completion,
  each member of the Group);

  
	
   

  	
   

  	
   

  
	
  “Rand” or “ZAR”

  	
   

  	
  means
  the lawful currency for the time being of South Africa;

  
	
   

  	
   

  	
   

  
	
  “Relief”

  	
   

  	
  means
  any relief, loss, allowance, exemption, set-off, or credit in respect of Tax,
  or deduction in computing profits for Tax purposes;

  
	
   

  	
   

  	
   

  
	
  “Resigning Board Member”

  	
   

  	
  means the members of any supervisory board or
  advisory board or similar corporate body of each of the Group Companies who
  will resign on Completion and as indicated against their respective names in Schedule 7,
  notification of which will be delivered to the Relevant Purchasers at
  Completion;

  
	
   

  	
   

  	
   

  
	
  “Resigning Director”

  	
   

  	
  means
  the directors of each of the Group Companies who will resign on Completion
  and as indicated against their respective names in Schedule 7,
  notification of which will be delivered to 

  



 


68














 


	
   

  	
   

  	
  the Relevant Purchasers at Completion;

  
	
   

  	
   

  	
   

  
	
  “Rights
  Issue”

  	
   

  	
  means the rights issue contemplated by the Standby
  Underwriting Agreement;

  
	
   

  	
   

  	
   

  
	
  “SA
  Customer Lists”

  	
   

  	
  means any customer lists held by the Companies or
  any one of them to the extent that they relate to customers of the Companies
  in South Africa;

  
	
   

  	
   

  	
   

  
	
  “SA
  Option”

  	
   

  	
  has the meaning given to it in clause 44.1;

  
	
   

  	
   

  	
   

  
	
  “SA Put”

  	
   

  	
  has the meaning given to it in clause 44.1;

  
	
   

  	
   

  	
   

  
	
  “Sappi
  Circular”

  	
   

  	
  has the meaning given to it in clause 4.2;

  
	
   

  	
   

  	
   

  
	
  “Sappi
  Deutschland Holding GmbH”

  	
   

  	
  means Sappi Deutschland Holding GmbH, a company
  incorporated in Germany and registered in Germany at the local court with
  number HRB 110
  140, and whose registered office
  at Mühlenmasch
  1, 31061 Alfeld, Germany;

  
	
   

  	
   

  	
   

  
	
  “Sappi
  Europe SA”

  	
   

  	
  means Sappi Europe SA, a company incorporated in
  Belgium with registered number  BE
  0449.654.386 and whose registered office is at Chaussée de la Hulpe, B-
  1170 Brussels, Belgium;

  
	
   

  	
   

  	
   

  
	
  “Sappi
  Finland I Oy”

  	
   

  	
  means Sappi Finland I Oy,  a
  company incorporated in Finland with registered number 2219145-0 and whose
  registered office is at c/o Hannes Snellman, Eteläranta 8, 00130, Helsinki,
  Finland;

  
	
   

  	
   

  	
   

  
	
  “Sappi
  Netherlands BV”

  	
   

  	
  means Sappi Netherlands BV,  a
  company incorporated in the Netherlands with registered number 14631721 and
  whose registered office is at Biesenweg 16, 6211 AA Maastricht, the
  Netherlands;

  
	
   

  	
   

  	
   

  
	
  “Sappi Papier
  Holding GmbH (Austria)”

  	
   

  	
  means Sappi Papier Holding
  GmbH (Austria),  a
  company incorporated in Austria with registered number FN 167931 h, and
  whose registered office is at  Brucker Strasse 21, 8101 Gratkorn Austria;

  
	
   

  	
   

  	
   

  
	
  “Sappi
  Shares”

  	
   

  	
  means the ordinary shares of one Rand each in the
  share capital of Sappi;

  
	
   

  	
   

  	
   

  
	
  “Securities
  Act”

  	
   

  	
  means the US Securities Act of 1933, as amended;

  
	
   

  	
   

  	
   

  
	
  “Sellers’
  Business”

  	
   

  	
  means the business of the Sellers’ Group, but
  excluding a Coated Graphic Paper Business, as at Completion;

  
	
   

  	
   

  	
   

  
	
  “Sellers’
  Completion Documents”

  	
   

  	
  has the meaning given to it in paragraph 1(A) of
  Schedule 4;

  
	
   

  	
   

  	
   

  
	
  “Sellers’
  Guaranteed Obligations”

  	
   

  	
  has the meaning given to it in clause 46.1 (i);

  
	
   

  	
   

  	
   

  
	
  “Sellers’
  Group”

  	
   

  	
  means the Sellers and their respective
  subsidiaries and holding companies (and, for the avoidance of doubt, with
  effect from the Completion Date excluding the Group);

  
	
   

  	
   

  	
   

  
	
  “Sellers’ Group Insurance
  Policies”

  	
   

  	
  means insurance policies taken out by members of
  the Sellers’ Group and “Sellers’ Group
  Insurance Policy”  shall be

  



 


69

















 


	
   

  	
   

  	
  construed accordingly;

  
	
   

  	
   

  	
   

  
	
  “Sellers’
  Marks”

  	
   

  	
  means “M-REAL”, “METSÄ-SERLA”
  and all related logos and trade marks owned or used by the Sellers’ Group
  used in connection with those marks;

  
	
   

  	
   

  	
   

  
	
  “Sellers’
  Solicitors”

  	
   

  	
  means Slaughter and May of One Bunhill Row,
  London, EC1Y 8YY;

  
	
   

  	
   

  	
   

  
	
  “Senior
  Employees”

  	
   

  	
  has the meaning given to it in paragraph 20(A) of
  Schedule 4 and “Senior Employee”
  shall be construed accordingly;

  
	
   

  	
   

  	
   

  
	
  “Service
  Document”

  	
   

  	
  means a claim form, summons, order, judgement or
  other document issued in connection with any Proceedings;

  
	
   

  	
   

  	
   

  
	
  “Share
  Purchaser”

  	
   

  	
  means, in relation to each of the
  Companies referred to in column (2) of Part A of Schedule
  13 the company whose name is set out opposite that Company in column (4);

  
	
   

  	
   

  	
   

  
	
  “Share
  Sellers”

  	
   

  	
  means Deutsche Holding and NL Holding;

  
	
   

  	
   

  	
   

  
	
  “Shares”

  	
   

  	
  means the
  CN Shares, the Stockstadt Shares and the Biberist Shares;

  
	
   

  	
   

  	
   

  
	
  “Significant
  Adverse Change”

  	
   

  	
  means a change, event or circumstance which or up to 3 separate changes,
  events and circumstances which, in aggregate:

   

  (i)            cause or would be reasonably likely to cause production volumes of
  graphic paper in respect of the Biberist Mill, Kangas Mill, Kirkniemi Mill,
  and Stockstadt Mill to cease or be reduced by 200,000 tonnes (in aggregate)
  over a period of 12 months from the date of such change, event or circumstance;
  or

   

  (ii)           lead or would be reasonably likely to lead to a liability in respect
  of the Graphic Paper Business as a whole, which would have to be settled in
  cash, having a net present value in excess of €110,000,000 from the date of
  such change, event or circumstance;

  
	
   

  	
   

  	
   

  
	
  “South
  Africa”

  	
   

  	
  means the
  Republic of South Africa;

  
	
   

  	
   

  	
   

  
	
  “Standby
  Underwriting Agreement”

  	
   

  	
  means the agreement dated the same
  day as this Agreement between Sappi and Citigroup Global Markets Limited and
  J.P. Morgan Securities Ltd listed as Attachment 29 to this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Statutory
  Accounts Date”

  	
   

  	
  means 31
  December, 2007;

  
	
   

  	
   

  	
   

  
	
  “Stockstadt
  GmbH”

  	
   

  	
  means M-real Stockstadt GmbH, a company
  incorporated in Germany with registered number HRB 8118 and whose 

  



 


70

















 


	
   

  	
   

  	
  registered office is at Obernburger Strasse 1-9,
  D-63811 Stockstadt, Germany;

  
	
   

  	
   

  	
   

  
	
  “Stockstadt
  Lease”

  	
   

  	
  means the lease agreement between
  Stockstadt GmbH and Molsindra Vermietungsgesellschaft mbH & Co.
  Objekt Stockstadt KG, dated 28 December, 2001, relating to Stockstadt
  GmbH’s coater;

  
	
   

  	
   

  	
   

  
	
  “Stockstadt
  Loans”

  	
   

  	
  means the shareholder loan agreements pursuant to
  which Deutsche Holding extended (i) a long term loan and (ii) 13
  short term loans which shall be valued at the Completion Time for the
  purposes of Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Stockstadt
  Mill”

  	
   

  	
  means the paper mill operated by Stockstadt GmbH
  at Obernburger Strasse 1-9, D-63811 Stockstadt, Germany;

  
	
   

  	
   

  	
   

  
	
  “Stockstadt
  Shares”

  	
   

  	
  means the entire issued share capital of
  Stockstadt GmbH details of which are set out in Schedule 8;

  
	
   

  	
   

  	
   

  
	
  “Submission”

  	
   

  	
  means any submission, filing, notification,
  briefing paper, proposal, letter, response to a request for information or
  other written communication to the European Commission or any Competition
  Authority (including, for the avoidance of doubt, the Form CO);

  
	
   

  	
   

  	
   

  
	
  “Supplier
  Rebates”

  	
   

  	
  means sums owed to the Mill Business, the Coaters,
  Stockstadt GmbH and Biberist by their suppliers as a result of specified annual
  delivery targets having been met in respect of the period up to the
  Completion Time;

  
	
   

  	
   

  	
   

  
	
  “Swiss
  Company”

  	
   

  	
  means Biberist;

  
	
   

  	
   

  	
   

  
	
  “Take or
  Pay Obligation”

  	
   

  	
  has the meaning given to it Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Target
  Net Working Capital”

  	
   

  	
  has the meaning given to it in Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Tax” or
  “Taxation”

  	
   

  	
  has the meaning given to it in the Tax
  Indemnity;

  
	
   

  	
   

  	
   

  
	
  “Tax
  Authority”

  	
   

  	
  means any taxing, revenue or other authority of
  any jurisdiction competent to impose or collect any Tax liability;

  
	
   

  	
   

  	
   

  
	
  “Tax
  Claim”

  	
   

  	
  means a Tax Warranty Claim or a Tax Indemnity
  Claim;

  
	
   

  	
   

  	
   

  
	
  “Tax
  Indemnity”

  	
   

  	
  means the indemnity in respect of Tax as set out
  in Schedule 14;

  
	
   

  	
   

  	
   

  
	
  “Tax
  Indemnity Claim”

  	
   

  	
  means a claim by the Relevant Purchasers or any of
  them under the Tax Indemnity;

  
	
   

  	
   

  	
   

  
	
  “Tax Warranties”

  	
   

  	
  means the warranties set out at paragraph
  22 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  “Tax
  Warranty Claim”

  	
   

  	
  means a claim for breach of any of
  the Tax Warranties;

  
	
   

  	
   

  	
   

  
	
  “Termination
  Date”

  	
   

  	
  means:

   

  (i)            28 February, 2009 if the announcement of the full
  terms of the Rights Issues has not

  



 


71

















 


	
   

  	
   

  	
  been made by midnight on
  that date; or

   

  (ii)           if the announcement in paragraph (i) above
  has been made on or before, 28 February, 2009, 30 April, 2009 if the Rights
  Issue has not closed and settled by that date;

  
	
   

  	
   

  	
   

  
	
  “Third
  Party Consents”

  	
   

  	
  means all consents, approvals, authorisations or
  waivers required from third parties (other than those required by the
  relevant regulatory or anti-trust authority) for the transfer, assignment or novation
  of any Business Contract in favour of a Relevant Purchaser (or member of the
  Purchaser’s Group) and “Third Party
  Consent” shall be construed accordingly;

  
	
   

  	
   

  	
   

  
	
  “Thosca Holz Option Letter”

  	
   

  	
  means the letter from Metsäliitto Co-operative to
  Sappi set out at Attachment 28 dated the same day as this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Trade
  Mark Licences”

  	
   

  	
  means licences of certain GALERIE Marks to be
  entered into on Completion pursuant to clause 26.6;

  
	
   

  	
   

  	
   

  
	
  “Transaction
  Documents”

  	
   

  	
  means this Agreement together with the Agreed
  Form documents listed as Attachments 1 to 33 to this
  Agreement;

  
	
   

  	
   

  	
   

  
	
  “Transitional
  Services Agreement”

  	
   

  	
  means the transitional services agreement between
  the certain Relevant Sellers and certain Relevant Purchasers to be entered
  into on Completion;

  
	
   

  	
   

  	
   

  
	
  “Transitional
  Services Term Sheet”

  	
   

  	
  means the list of terms on which M-real and Sappi
  intend to base the Transitional Services Agreement, as set out in Attachment
  11 and dated the same day as this Agreement;

  
	
   

  	
   

  	
   

  
	
  “UGB”

  	
   

  	
  has the meaning given to it in clause 24.4;

  
	
   

  	
   

  	
   

  
	
  “UK
  Listing Authority”

  	
   

  	
  means the Financial Services Authority, acting in
  its capacity as the competent authority for the purposes of Part VI of
  the Financial Services and Markets Act 2000 including;

  
	
   

  	
   

  	
   

  
	
  “United
  States” or “US”

  	
   

  	
  means the United States of America and its
  territories and dependencies;

  
	
   

  	
   

  	
   

  
	
  “VAT”

  	
   

  	
  means value added tax as implemented in the
  European Union pursuant to Council Directive 2006/112/EC on the common system
  of value added tax and legislation supplemental thereto or any similar tax in
  any jurisdiction outside the European Union;

  
	
   

  	
   

  	
   

  
	
  “Vendor
  Loans”

  	
   

  	
  means the Euro denominated loan notes to be issued
  by the Relevant Purchasers to M-real in accordance with the allocation of
  Enterprise Value set out in Part 2 of Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Warranties”

  	
   

  	
  means the warranties set out in Schedule 4
  and “Warranty” shall be
  construed accordingly;

  
	
   

  	
   

  	
   

  
	
  “Working
  hours”

  	
   

  	
  means 9.00 a.m. to 5.00 p.m. on a
  Business Day; and

  
	
   

  	
   

  	
   

  
	
  “Zanders”

  	
   

  	
  means
  M-real Zanders GmbH, company incorporated in Germany
  and registered in Germany at the local court with

  



 


72

















 


	
   

  	
   

  	
  number
  HRB 51420 and whose registered office is at An der Gohrsmühle 51465 Bergisch
  Gladbach, Germany.

  



 


2.            In
this Agreement, and the Schedules to it, unless otherwise specified: -


 


(i)            references to clauses, Schedules and
Attachments are to clauses of, and Schedules and Attachments to, this
Agreement;


 


(ii)           a reference to a paragraph is to a
paragraph of the clause or Schedule (as the case may be) in which such
reference appears and to a sub-paragraph is to a sub-paragraph of the paragraph
in which such reference appears;


 


(iii)          a reference to any statute or statutory
provision shall be construed as a reference to the same as it may have been, or
may from time to time be, amended, modified or re-enacted except to the extent
that any amendment or modification made after the date of this Agreement would
increase or alter the liability of any party under this Agreement;


 


(iv)           references to a “company” shall be
construed so as to include any company, corporation or other body corporate,
wherever and however incorporated or established;


 


(v)            references to a “person” shall be
construed so as to include any individual, firm, company, government, state or
agency of a state or any joint venture, association or partnership (whether or
not having separate legal personality);


 


(vi)           expressions “holding company”, “subsidiary”
and “wholly-owned subsidiary” shall have the meaning given in the Companies Act
2006;


 


(vii)          references to writing shall include any
modes of reproducing words in a legible and non-transitory form but shall
exclude electronic mail;


 


(viii)         references to times of the day are to
London time;


 


(ix)          headings are for convenience only and do
not affect the interpretation of this Agreement;


 


(x)           references to any English legal term for
any action, remedy, method of judicial proceeding, legal document, legal
status, court, official, or any legal concept or thing shall in respect of any
jurisdiction other than England be deemed to include what most nearly
approximates in that jurisdiction to the English legal term;


 


(xi)          references in any Warranty or in this Schedule
1 to any monetary sum expressed in Euros shall, where such sum is referable
in whole or in part to a particular jurisdiction, be deemed to be a reference
to an equivalent amount in the local currency of that jurisdiction translated
at the prevailing exchange rate applicable to that amount of Euros by reference
to middle market rates quoted by National Westminster Bank plc immediately
before close of business in London on the date of this Agreement or, if such
day is not a Business Day, on the Business Day immediately preceding such day;


 


73

















 


(xii)                           (a)           Without prejudice to (b),
(c), (d) and (e) below, references in any clause of this Agreement or
Warranty to the Sellers’ awareness or any other similar phrase shall be deemed
to be a reference to following persons: Matti Mörsky, Esa Kaikkonen and Miika
Arola;


 


(b)           References to the Sellers’
awareness or any other similar phrase shall be deemed to be a reference to
Seppo Parvi in the following Warranties only:


 


·      Arrangements with the
Sellers’ Group, the Business and the members of the Group; Solvency, Accounts
and Carve-Out Accounts, Events Since the Accounts Date, Financial Obligations,
Intellectual Property and IT and Insurance set out in paragraphs 3, 5,
9, 10, 11, 18 and 19 respectively of Schedule 4;


 


(c)           References to the Sellers’
awareness or any other similar phrase shall be deemed to be a reference to Mika
Paljakka in the following Warranties only:


 


·      Employment and Pensions
set out in paragraphs 20 and 21 respectively of Schedule 4;


 


(d)           References to the Sellers’
awareness or any other similar phrase shall be deemed to be a reference to
Soili Hietanen in the following Warranties only:


 


·      Ownership of Assets,
Sufficiency of Assets, Books and Records and Licences set out in paragraphs
6, 7, 8, and 13 respectively of Schedule 4;


 


(e)           References to the Sellers’
awareness or any other similar phrase shall be deemed to be a reference to
Jarmo Salonen in the following Warranties only:


 


·      Arrangements with the
Sellers’ Group, the Business and the members of the Group and Licences set out
in paragraphs 3, and 13 respectively of Schedule 4;


 


(xiii)                        where any amount in any local currency is
required to be converted into Euros for the purposes of calculating any of the “Adjustment Payment”, “Business Merchant
Rebates”, “Business Merchant Rebates as at 30 June, 2008”, “Business Net Debt”,
“Company CO2 Obligations”, “Company Merchant Rebates”, “Company Merchant
Rebates as at 30 June, 2008”, “Completion Time Business Net Debt”, “Completion Time Inter-Group Debt”, “Completion
Time Inter-Group Receivables”, “Completion Time Net Debt”,
“Completion Time Net Working Capital”, “Enterprise Value”, “Estimated Business Net
Debt”,  “Estimated Inter-Group
Debt”, “Estimated Inter-Group
Receivables”, “Estimated Net Debt”,
“Final Consideration”, “Final Payment”, “German Pension
Liabilities”,  “Initial Consideration”,
“Inter-Group Debt”, “Inter-Group Net Debt”, “Inter-Group Debt  Adjustment Payment”, “Inter-Group Receivables”, “Inter-Group
Receivables Adjustment Payment”, “Merchant Rebates”, “Net Debt”, “Net Working Capital”, “Net Working Capital
Adjustment”, “Other Net Debt”, “Other Stockstadt”, “Specific Business Net Debt
Items”, “Take or Pay Obligation” and “Target Net
Working Capital” expressed in Euros, such amount shall be translated
into Euros at the Exchange Rate for that local currency on the date which is
two Business Days prior to the Completion Date, save that any amount


 


74

















 


required to be translated
into Euros for the purpose of calculating any estimated figure shall be
translated into Euros for that local currency on the date which is two Business
Days prior to the date that the estimate is provided;


 


(xiv)        where it is necessary to determine whether
a monetary limit or threshold set out in Schedule 5 has been
reached or exceeded (as the case may be) and the value of the relevant claim or
any of the relevant claims or any part of the relevant threshold is expressed
in a currency other than Euros, the value of each such claim or the relevant
threshold, as the case may be, shall be translated into Euros at the prevailing
exchange rate applicable to that amount of that non-Euro currency by reference
to middle-market rates quoted by National Westminster Bank plc immediately
before close of business in London on the date of receipt by the Sellers of
written notification from the Relevant Purchasers in accordance with paragraph 2
of Schedule 5 of the existence of such claim or, if such day is not
a Business Day, on the Business Day immediately preceding such day;


 


(xv)         References to “Euros”,
or “€” are to the lawful currency of the
member states of the European Union that have adopted the single currency in
accordance with the Treaty Establishing the European Community, as amended by
the Treaty on European Union.


 


75














 


SCHEDULE 2


 


(CONDITIONS TO COMPLETION)


 


1.            The passing of the
following resolutions at a general meeting of the members of Sappi and the
registration of the resolution referred to in (iii) below:


 


(i)            an
ordinary resolution approving the acquisition of, and the payment for, the
Business Assets and the Shares as specified in this Agreement;


 


(ii)           an
ordinary resolution approving the allotment and issue of the Consideration
Shares, as a specific authority, in accordance with this Agreement, and an
ordinary resolution placing the authorised but issued share capital of Sappi,
after the increase to be effected by the resolution referred to in paragraph
1 (iii) below, under the control of the directors with authority to
allot and issue all or part thereof for the purpose of the Rights Issue;


 


(iii)          a
special resolution approving the increase in Sappi’s share capital (plus the
registration of that resolution) to the level required for the (i) allotment
and issue of the Consideration Shares and (ii) the Rights Issue.


 


2.            The European
Commission having:


 


(i)            issued
a decision under Article 6(1)(b) or Article 6(2) of the
Merger Regulation, or being deemed to have done so under Article 10(6) of
the Merger Regulation, declaring the purchase of the Shares and the Business
Assets pursuant to this Agreement compatible with the common market without imposing any conditions or
obligations that are not on terms reasonably satisfactory to the Purchaser;
or


 


(ii)           if
the European Commission initiates proceedings under Article 6(1)(c) of
the Merger Regulation, then, the European Commission having issued a decision
under Article 8(1) or Article 8(2) of the Merger
Regulation, or being deemed to have done so under Article 10(6) of
the Merger Regulation, declaring the purchase of the Shares and the Business
Assets pursuant to this Agreement compatible with the common market without imposing any conditions or
obligations that are not on terms reasonably satisfactory to the Purchaser;


 


If any aspect of the
transactions contemplated by this Agreement is referred to a competent
authority of a Member State or more than one such competent authority under Article 9
of the Merger Regulation, then confirmation having been received from each such
competent authority that the contemplated transactions may proceed in
accordance with this Agreement without imposing any conditions or obligations that
are not on terms reasonably satisfactory to the Purchaser or the relevant
waiting period having expired.


 


3.                                    In so far as the purchase of the Shares and the Business Assets
pursuant to this Agreement require clearance under mandatory merger control
laws in the United States and Turkey, filings having been made in respect of
the transactions contemplated by this Agreement and all approvals necessary in
respect of the transactions contemplated by this Agreement having been obtained
from the relevant Competition Authorities in the above-mentioned jurisdictions  without imposing any conditions
or obligations that are not on terms reasonably satisfactory to the


 


76

















 


Purchaser whether by lapse of time or by express
confirmation of the relevant Competition Authorities.


 


4.            The Treasury, as
regulating authority in terms of the Exchange Control Regulations 1961 (South Africa)
(“Regulations”) will have
granted, unconditionally, all necessary consents required under the Regulations
for the entering into and implementation of the Transaction Documents and the
Rights Issue in accordance with their terms, including, without limitation:


 


(i)            the
acquisition of, and payment for, the Business Assets and the Shares by Sappi
and the Relevant Purchasers on the terms and conditions of the Transaction
Documents (including, without being limited to, the issue of, and performance
of obligations under, the Vendor Loans and the M-real Vendor Loan Note);


 


(ii)           the
non-resident endorsement of all Consideration Shares or the equivalent or if
the Consideration Shares are in dematerialised form;


 


(iii)          payment
of the Inducement Fee;


 


(iv)           the
guarantee being given by Sappi under this Agreement;


 


(v)            the
entering into and implementation by Sappi and the Relevant Purchasers of all
their respective obligations under this Agreement and other Transaction
Documents requiring Treasury’s consent;


 


(vi)           the
Rights Issue and the entering into and implementation of all arrangements and
agreements to be entered into in connection with the Rights Issue, including
all underwriting agreements;


 


(vii)          apply
€400,000,000 of the funds raised pursuant to the Rights Issue in payment of a
portion of the Consideration and up to Euro €50,000,000 of such funds in
payment of underwriting fees and other costs of the transaction including, to
the extent shares are issued to South African residents, taking any funds
raised in South Africa from the issue of shares in terms of the Rights Issue
offshore for the purpose of making those payments.


 


5.            The fulfilment of
any obligation to provide information to, or consult with, or negotiate with,
or request advice from, or any decision of, any works council, trade union or
other body representing employees or the Employees themselves under German law
which obligations are described in Schedule 12 in which a failure to
fulfil such obligation would render this Agreement in its current form void or
inoperable.


 


6.            The
Pre-sale Reorganisation having been completed.


 


7.            The
approval of the JSE for the listing of the Consideration Shares on the JSE.


 


8.            The Rights Issue having closed and settled in accordance
with its terms.


 


77

















 


SCHEDULE 3


 


(COMPLETION ARRANGEMENTS)


 


1.            General


 


(A)          Sellers’ obligations


 


At Completion M-real or each Relevant
Seller, as the case may be, shall:


 


(i)            where
required by law, deliver to the Relevant Purchasers a copy of the minutes of a
duly held meeting of the directors of each Relevant Seller (or a duly
constituted committee thereof) authorising the execution by each Relevant
Seller of this Agreement and of the Sellers’ Completion Documents to which it
is a party and, in the case where such execution is authorised by a committee
of the board of directors of a Relevant Seller, a copy of the minutes of a duly
held meeting of the directors constituting such committee or the relevant
extract thereof (in each case such copy minutes being certified as correct by
the secretaries of the Relevant Sellers);


 


(ii)           where
required by the relevant articles of association or other corporate documents,
deliver to the Relevant Purchasers a copy of minutes of a duly held meeting of
the supervisory board or advisory board of each of Relevant Seller, authorising
the execution by each Relevant Seller of this Agreement and of the Sellers’
Completion Documents to which it is a party and any agreements entered into in
connection with this Agreement (in each case such copy minutes being certified
as correct by the secretaries of the Relevant Sellers);


 


(iii)          procure
that all land or title certificates, title deeds or other documents relating to
the Company Properties are either delivered to the Relevant Purchaser or held
to the order of the Relevant Purchaser at the offices of the relevant member of
the Group Companies or their solicitors;


 


(iv)           deliver
to the Relevant Purchasers the Business Intellectual Property Assignments duly
executed on behalf of the relevant members of the Sellers’ Group;


 


(v)            deliver
its statutory books to the Relevant Purchaser;


 


(vi)           immediately
upon fulfilment of the Relevant Purchaser’s obligations in paragraph 1(B)(iii) of
this Schedule 3, assign and transfer the Vendor Loans to Sappi
Limited;


 


(vii)          pay
to the respective Group Company, if any, an amount as is equal to such part of
the Inter-Group Receivables which is owed to such Group Company from the
Relevant Seller, in each case based on the Estimated Inter-Group Receivables
and provided that M-real shall pay the respective part of the Inter-Group
Receivables which is owed to any Group Company from any other member of the
Sellers’ Group who is not a Relevant Seller;


 


(viii)         if
M-real has complied with the provisions of clause 14.9 provide evidence
that M-real has so complied; and


 


78

















 


(ix)          procure
that legal opinion (s)  in respect of the Transaction Documents
in a form and from firms reasonably required by Sappi and all board minutes,
constitutions, other authorisations in respect of the same which Sappi
reasonably requires are delivered to Sappi . Sappi acknowledges that
as regards the legal opinion(s) it may have to obtain the necessary
comfort from its own counsel where M-real’s counsel is unwilling
to give such comfort.


 


(B)          Relevant Purchasers obligations


 


At Completion the Purchaser and/or the
Relevant Purchasers, as the case may be, shall:


 


(i)            deliver
to the Relevant Sellers or the Sellers’ Solicitors:


 


(a)           a copy of the minutes of a duly held
meeting of the directors of each Relevant Purchaser (or duly constituted
committees thereof) authorising or otherwise approving the execution and
implementation by each Relevant Purchaser of this Agreement and the Purchasers’
Completion Documents to which it is a party;


 


(b)           a copy of the minutes of a duly held
meeting of the directors of the Purchaser (or duly constituted committees
thereof) authorising or otherwise approving the allotment and issue to M-real
of the Consideration Shares and entry of the name of the M-real (or its
nominee) in the register of members of the Purchaser as the holder of the
Consideration Shares and, in the case where such execution is authorised or
otherwise approved by a committee of the board of directors of the Purchaser, a
copy of the minutes of a duly held meeting of the directors constituting such
committee or the relevant extract thereof, in each case such copy of the
minutes being certified as correct by the Chairman of the meeting recoded in
such minutes;


 


(c)           such waivers or consents as M-real may
require to enable M-real or its nominee(s) to be registered as the holder(s) of
the Consideration Shares;


 


(d)           the Trade Mark Licences duly executed
on behalf of the Relevant Purchasers;


 


(ii)           pay
or procure the payment of the applicable cash amount in Euro of the Initial
Consideration and Estimated Inter-Group Debt, if any, as relate to:


 


(a)           the Group Companies, the business of
the Kirkniemi Mill, the business of the Kangas Mill, the Kirkniemi Property,
the Kangas Property, the Know-How Business and the Hallein Coater in total by
wire transfer in immediately available funds for the same day value to M-real
at:


 


Bank: Nordea Pankki Suomi Oyj

Account Number: 233318-3669

IBAN: FI74 2333 1800 0036 69

BIC: NDEAFIHHXXX


 


(b)           the Gohrsmühle Coaters in total by wire
transfer in immediately available funds for the same day value to Zanders at:


 


79

















 


Bank: Citibank
Frankfurt

Account Number: 211696001

IBAN: DE41 5021 0900 0211 6960 01

BIC: CITIDEFFXXX


 


provided that an agreement is entered
into in respect to the sale and transfer of the Gohrsmühle Coaters.


 


(iii)          issue
the Vendor Loans to M-real;


 


(iv)          allot
and issue or procure the allotment and issue of the Consideration Shares to
M-real (or its nominee(s));


 


(v)           subject
to M-real having provided Sappi with written notice (not less than two Business
Days prior to the Completion Date) of the details of the person in whose name
the Consideration Shares should be registered as dematerialised Sappi Shares,
procure that M-real (or its nominee(s)) are entered in the Purchaser’s register
of members as the holder of the Consideration Shares;


 


(vi)           deliver
to M-real the M-real Vendor Loan Note;


 


(vii)          procure,
within 20 Business Days, all required resolutions to:


 


(a)          change
the corporate names of the Companies to alternative names which do not include
the Sellers’ Marks or any confusingly similar name;


 


(b)          procure
the prompt registration of the new names with the appropriate courts or
registries; and


 


(c)          provide
written proof to the Sellers that such changes of name have been effected; and


 


(d)          procure
that legal opinion (s)  in respect of the Transaction Documents in
a form and from firms reasonably required by M -real and all board
minutes, constitutions, other authorisations in respect of the same which
M-real reasonably requires are delivered to M-real . M-real
acknowledges that as regards the legal opinion(s) it may have to obtain
the necessary comfort from its own counsel where Sappi’s counsel
is unwilling to give such comfort.


 


2.            General provisions in relation to the
Business Assets


 


At Completion (or as soon as reasonably
practicable thereafter) the Relevant Sellers shall deliver to the Relevant
Purchasers all those Business Assets which are capable of transfer by delivery
(other than Books and Records which shall be delivered to the Relevant
Purchasers in accordance with clause 28).


 


80

















 


3.            Specific provisions in relation to the
Business Assets


 


(A)          Austria


 


On the Completion Date Hallein AG and
Sappi Netherlands BV shall execute the Hallein Coater Asset Sale and Transfer
Agreement in substantially the same form as listed in Attachment 23.


 


(B)          Finland


 


(i)            On
the Completion Date M-real and Sappi Finland I Oy shall execute the following
agreements:


 


(a)           the Kangas Asset Transfer Agreement
(attached hereto as Attachment 20);


 


(b)           the Kirkniemi Asset Transfer Agreement
(attached hereto as Attachment 21);


 


(c)           the Business Properties Transfer Deed
(attached hereto as Attachment 18); and


 


(d)           the Kangas PM2 Property Lease (attached
hereto as Attachment 19);


 


(ii)           M-real
and Sappi Finland I Oy shall execute and have duly notarised the Business
Properties Transfer Deed before a Finnish notary public to transfer the
Business Properties to Sappi Finland I Oy providing that the effectiveness of
such property transfer shall occur on the Completion Date at 10:00 a.m. UK
time.


 


(iii)          M-real
shall deliver to Sappi written confirmation that all the internal lease
arrangements in relation to the Business Properties between M-real and either
the Kangas Mill or the Kirkniemi Mill will have been terminated, confirming no
liabilities, obligations, claims or rights remain for either party under the
said arrangements and providing that the effectiveness of such termination
shall occur on the Completion Date at 10:00 a.m. UK time.


 


(iv)           M-real
shall deliver to Sappi, free and clear of any pledges, encumbrances and
liabilities, all the original mortgage certificates (Fin: panttikiirja)
evidencing the mortgages registered in the Business Properties, as well as a
certificate dated per the Completion Date confirming that no floating charges
encumber the Business Assets of the Mill Business located in Finland and that
no applications for such charges to be registered in relation to the said
Business Assets have been made.


 


(C)          Germany


 


Zanders and the Relevant Purchaser
shall, provided an agreement is entered into, execute an agreement in respect
of the sale and transfer of the relevant Business Assets located in Germany.


 


81

















 


4.            Specific provisions in relation to the
Companies and the Shares


 


(A)          German Shares


 


(i)            Deutsche
Holding and Sappi Deutschland Holding GmbH shall execute and have duly
notarised the German Share Transfer Agreement attached hereto as Attachment
22 before a German notary public to transfer the German Shares to Sappi
Deutschland Holding GmbH providing that the effectiveness of such share
transfer shall occur on the Completion Date at 24:00 German time.


 


(ii)           Each
of the German Companies shall deliver to Sappi Deutschland Holding GmbH at
Completion the resignations of each relevant Resigning Director and Resigning
Board Member, such resignations to take effect from Completion, including a
confirmation by the respective Resigning Director or Resigning Board Member
that such individual does not have any outstanding claims against any Group
Company, provided that Sappi Deutschland Holding GmbH hereby undertakes to
resolve on the discharge (Entlastung) of
the respective individual for the current business year in connection with the
approval of the annual accounts for the business including a period during
which these individuals held office.


 


(B)          Biberist Shares


 


(i)            NL
Holding and Sappi Netherlands BV shall execute the transfer of the Biberist
Shares to Sappi Netherlands BV by delivering to Sappi Netherlands BV at
Completion the Biberist share certificates representing all the Biberist
Shares. Such share certificates shall be either (i) duly endorsed in
favour of Sappi Netherlands BV and in the case of previous endorsements contain
a complete chain of endorsements beginning with the first holder of the share
certificates and ending with Sappi Netherlands BV or (ii) issued to NL
Holding as the first holder of the share certificates and be duly endorsed in
favour of t Sappi Netherlands BV.


 


(ii)           Biberist
shall deliver to Sappi Netherlands BV at Completion:


 


(a)           the resignations of each relevant
Resigning Director, such resignations to take effect from Completion and to
include a statement that the Resigning Director has no claims against Biberist
as a result of his/her function as director;


 


(b)           a copy of the board resolution
authorising: (i) the sale of the Biberist Shares and (ii) the entry
of Sappi Netherlands BV as the holder of the entire issued share capital of
Biberist with voting rights in the share register of Biberist;


 


(c)           a copy of the minutes of an
extraordinary shareholders’ meeting: (i) taking note of the resignation of
the Resigning Director, (ii) granting discharge to the Resigning Director
and (iii) electing any new board member nominated by Sappi Netherlands BV
no later than two Business Days prior to Completion; and


 


(d)           a copy of the updated share register of
Biberist showing Sappi Netherlands BV as the holder of the entire issued share
capital of Biberist with voting rights in the share register of Biberist;


 


82

















 


(iii)          Completion of the sale and purchase of the Biberist Shares
shall take place on the Completion Date at the offices of Bäer &
Karrer AG at Brandschenkestrasse 90, CH-8027 Zurich, Switzerland.


 


5.            Specific provisions in relation to the
Inter-Group Debt


 


At the Completion Time each of the
Relevant Sellers and Relevant Purchasers shall enter into, and M-real shall
procure that any relevant member of the Sellers’ Group who is not a Relevant
Seller shall enter into, agreements (with effect from the end of the Completion
Date) for the assignment of the receivables which comprise the Inter-Group Debt
(including interest accrued until Completion) in a form to be agreed between
the parties acting reasonably. The aforementioned assignment shall include the
Stockstadt Loans and the Relevant Seller shall deliver on the Completion Date
the consent by Stockstadt GmbH to such assignment.


 


6.            Execution of other Transaction
Documents


 


The Relevant Sellers and the Relevant
Purchasers shall execute the following documents to which it is a party on or
prior to Completion:


 


	
  (i)

  	
  Transitional Services Agreement;

  
	
   

  	
   

  
	
  (ii)

  	
  Lock-Up Agreement;

  
	
   

  	
   

  
	
  (iii)

  	
  Long-term Wood Supply Agreement;

  
	
   

  	
   

  
	
  (iv)

  	
  Long-term Pulp Supply Agreements;

  
	
   

  	
   

  
	
  (v)

  	
  Husum Mill PM8 Exclusive Marketing Agreement;

  
	
   

  	
   

  
	
  (vi)

  	
  Äänekoski PM2 Exclusive Marketing Agreement;

  
	
   

  	
   

  
	
  (vii)

  	
  Long-term Energy Agreements;

  
	
   

  	
   

  
	
  (viii)

  	
  Business Properties Transfer Deed;

  
	
   

  	
   

  
	
  (ix)

  	
  Kangas Asset Transfer Agreement;

  
	
   

  	
   

  
	
  (x)

  	
  Kirkniemi Asset Transfer Agreement;

  
	
   

  	
   

  
	
  (xi)

  	
  Kangas PM2 Property Lease;

  
	
   

  	
   

  
	
  (xii)

  	
  German Share Transfer Agreement;

  
	
   

  	
   

  
	
  (xiii)

  	
  Hallein Coater Asset Sale and Transfer Agreement;

  
	
   

  	
   

  
	
  (xiv)

  	
  Vendor Loans;

  
	
   

  	
   

  
	
  (xv)

  	
  M-real Vendor Loan Note;

  
	
   

  	
   

  
	
  (xvi)

  	
  Business Intellectual Property Assignments; and

  



 


83

















 


(xvii)       Trade
Mark Licences.


 


 


84














 


SCHEDULE 4


 


(THE WARRANTIES)


 


1.            Capacity of the Sellers


 


(A)          Each
of the Relevant Sellers has the requisite power and authority to enter into and
perform this Agreement and any other documents which are to be entered into
pursuant to this Agreement to which it is a party (the “Sellers’
Completion Documents”).


 


(B)          This
Agreement constitutes and the Sellers’ Completion Documents will, when executed
by the relevant Seller, constitute binding obligations of the relevant Seller
in accordance with the respective terms of each such document.


 


(C)          The
execution and delivery of, and the performance by each of the Relevant Sellers
of their respective obligations under this Agreement and the Sellers’
Completion Documents to which each is respectively a party will not:


 


(i)            result
in a breach of any provision of the memorandum or articles of association or
equivalent constitutional documents of the Relevant Sellers;


 


(ii)           result
in a breach of, or constitute a default under, any instrument to which the
relevant Seller is a party or by which the relevant Seller is bound and which
is material in the context of the transactions contemplated by this Agreement;
or


 


(iii)          so
far as the Relevant Sellers are aware, result in a breach of any existing
order, judgment or decree of any court or governmental agency to which the
Relevant Seller are a party or by which the Relevant Sellers are bound and
which is material in the context of the transactions contemplated by this
Agreement.


 


2.            Ownership of the Shares


 


(A)          Each
Share Seller is the sole legal and beneficial owner of those shares set
opposite its name in Schedule 8.


 


(B)          There
is no option, right to acquire, mortgage, charge, pledge, lien or other form of
security or Encumbrance or equity on, over or affecting the Shares or any of
them and there is no agreement or commitment entered into by any member of the
Sellers’ Group to give or create any of the foregoing.


 


(C)          The
Sellers are entitled to transfer or procure the transfer of the legal and
beneficial ownership in the Shares to the Relevant Purchasers on the terms set
out in this Agreement.


 


3.            Arrangements with the Sellers’ Group,
the Business and the members of the Group


 


No contract (other than purchase or
sale orders for stock placed in accordance with the normal practice of the
Business) exists between:


 


(i)            any
member of the Group and a Relevant Seller; and


 


85

















 


(ii)           any
member of the Sellers’ Group and any person who is a director of any member of
the Sellers’ Group,


 


which is not on arm’s length terms.


 


4.            Corporate Details


 


(A)          The
Shares comprise the whole of the issued and allotted share capital of each of
the Group Companies and all of them are fully paid up and free from any
additional payment obligations.


 


(B)          There
is no agreement or commitment outstanding entered into by any member of the
Sellers’ Group which calls for the allotment, issue or transfer of, or accords
to any person the right to call for the allotment or issue of, any shares
(including the Shares) or debentures in or securities of any member of the
Group.


 


(C)          The
information given in Schedule 7 is true and accurate.


 


(D)          Each
member of the Group is validly existing under the laws of the jurisdiction in
which it is incorporated.


 


(E)          No
member of the Group has any interest in the share capital of any company other
than the companies in the Group.


 


(F)           No
member of the Group acts or carries on business in partnership with any other
person (other than another member of the Group) nor is any of them a member
(otherwise than through the holding of share capital) of any corporate or
unincorporated body, undertaking or association (other than a trade
association) nor does any of them hold nor is any of them liable on any share
or security which is not fully paid up or which carries any liability.


 


5.            Solvency


 


(A)          Neither
M-real nor any member of the Group is insolvent under the laws of its
jurisdiction of incorporation, or unable to pay its debts.


 


(B)          No
order has been made and no resolution has been passed for the winding up of
M-real or any member of the Group and no petition has been presented for the
purpose of winding up M-real or any member of the Group.


 


(C)          No
administration order has been made and no petition or application for such an
order has been made or presented and no administrator has been appointed and no
procedure has been commenced with a view to the appointment of an administrator
in respect of any member of the Group.


 


(D)          No
receiver (which expression shall include an administrative receiver) has been
appointed in respect of M-real or any member of the Group or all or any of its
assets.


 


(E)          No
event analogous to those specified in sub-paragraphs (A) to (D) of
this paragraph 5 has occurred in relation to M-real or any member
of the Group in the respective jurisdiction of incorporation of such member.


 


86

















 


6.            Ownership of Assets


 


(A)          Each
of the Business Assets (other than the Business Intellectual Property and any
Business Stocks acquired in the ordinary course of business on terms that the
property does not pass until payment is made) is owned both legally and
beneficially by the Business Sellers (or another member of the Sellers’ Group)
and each of those assets capable of possession is in the possession of the
Business Sellers or another member of the Sellers’ Group and the Business
Sellers are able to transfer title of all of the Business Assets to the
Business Purchasers.


 


(B)          Each
of the assets of any member of the Group included in the Accounts or which has
been acquired by any member of the Group since the Accounts Date (other than
current assets sold, realised or applied in the normal course of business) is
owned both legally and beneficially by the relevant member of the Group and each
of those assets capable of possession is in the possession of the relevant
member of the Group or a member of the Sellers’ Group.


 


(C)          No
option, right to acquire, mortgage, charge, pledge, lien (other than a lien
arising by operation of law in the ordinary course of business) or other form
of security or encumbrance or equity on, over or affecting the whole or any
part of the Business Assets or the assets of any member of the Group is
outstanding, except as disclosed in Schedule 9 (other than any asset
acquired in the ordinary course of business on terms that the property does not
pass until payment is made) and there is no agreement or commitment entered
into by M-real (or other member of the Sellers’ Group) or any member of the
Group to give or create any and no claim has been made against M-real (or any
other member of the Sellers’ Group) or any member of the Group by any person to
be entitled to any.


 


7.            Sufficiency of Assets


 


(A)          So
far as the Relevant Sellers are aware, the rights and assets owned and used by
each member of the Group, together with the Mill Business Assets and the rights
to be conferred upon or acquired by the Relevant Purchasers under or pursuant
to the Transaction Documents, comprise in all material respects all the
properties, assets and rights which are used in carrying on the Mill Business
and the businesses of the Group as at the Completion Date save that no
representation or warranty is made in respect of the adequacy of the net
working capital of the Graphic Paper Business.


 


(B)          Where
any Business Asset is defined in this Agreement as being used exclusively in
relation to the Graphic Paper Business, no such Business Asset is used
predominantly in relation to the Graphic Paper Business.


 


8.            Books and Records


 


(A)          The
statutory books (including all registers and minute books) of each member of
the Group required to be kept under the law of its respective jurisdiction of
incorporation have been properly kept and contain a record of the matters which
should be dealt with in those books and no notice or written allegation that
any of them is incorrect or should be rectified has been received by any member
of the Group.


 


(B)          All
statutory books (including all registers and minute books) referred to in paragraph
(A) above which is/are the property of each member of the Group or
ought to be in its possession are in the possession of the relevant member of
the Group.


 


87

















 


(C)          The
copy of the memorandum and articles of association or other equivalent
constitutional documents of each member of the Group contained in the Data Room is
a complete and accurate copy.


 


(D)          All
returns and other documents relating to the Group required to be delivered to
any companies registry in any jurisdiction have been properly made and
delivered.


 


9.            Accounts and Carve-Out Accounts


 


(A)          The
Accounts of the German Companies were prepared in accordance with generally
accepted accounting principles and practices in Germany.


 


(B)          The
Accounts of Biberist were prepared in accordance with Swiss statutory
requirements.


 


(C)          The
Accounts:


 


(i)            were
properly prepared in a manner consistent in all material respects with that
adopted in the preparation of the Accounts in respect of the equivalent period
in the previous financial year; and


 


(ii)           show
a true and fair view of the assets and liabilities of the company to which they
relate at 31 December, 2007 and its profits (and losses) for the financial
period ended on that date.


 


(D)          The
audited Carve-Out Accounts for the year ended 31 December, 2007:


 


(i)            fairly
present, in all material respects, the financial position of the Graphic Paper
Business at that date and the results of the operations and cash flows of the
Graphic Paper Business for the year ended 31 December, 2007; and


 


(ii)           have
been prepared in accordance with IFRS.


 


(E)          The
unaudited Carve-Out Accounts for the years ended 31 December, 2005, 31
December, 2006 and for the six month period ended on 30 June, 2008, which were
prepared on a review basis by PricewaterhouseCoopers:


 


(i)            have
been prepared in accordance with relevant International Financial Reporting
Standards on a review basis only; and


 


(ii)           so
far as the Relevant Sellers are aware, on the basis that the Carve-Out Accounts
are prepared on a review basis only, 
there is nothing which causes them to believe that the historical
information in the Carve-Out accounts, is not fairly presented in all material
respects in accordance with relevant International Financial Reporting
Standards.


 


10.          Events
since the Accounts Date


 


Since the Accounts Date and other than
in relation to the Pre-sale Reorganisation:


 


(i)            there
has been no significant adverse change in the financial or trading position of
the Group and the Business;


 


88

















 


(ii)           the
Graphic Paper Business has been carried on in the ordinary and usual course
without any interruption or alteration in its nature, scope or manner;


 


(iii)          no
resolution of any member of the Group in general meeting has been passed other than
resolutions relating to the routine business of annual general meetings;


 


(iv)           no
member of the Group has allotted or issued or agreed to issue or granted an
option or other right to acquire any share capital;


 


(v)            no
member of the Group has redeemed or purchased or offered or agreed to redeem or
purchase any of its share capital; and


 


(vi)           there
have been no changes in accounting policies, principles, methods in respect of
the Graphic Paper Business.


 


11.          Financial
Obligations


 


(A)          Guarantees
etc


 


Other than in the ordinary and usual
course of business, there is no outstanding guarantee, indemnity, suretyship or
security (whether or not legally binding) given by any member of the Group (in
relation to the Graphic Paper Business).


 


(B)          Borrowing
Limits


 


The amounts borrowed by each member of
the Group under overdraft facilities do not exceed applicable overdraft limits
and such amounts borrowed by each member of the Group do not exceed any
limitation on its borrowings contained in its constitutional documents or in
any agreement or instrument binding upon it.


 


(C)          Off-Balance
Sheet Financing


 


No member of the Group has outstanding
any loan capital, nor has it factored, discounted or securitised any of its
receivables, nor has it engaged in any financing of a type which would not be
required to be shown or reflected in the Accounts.


 


12.          Contracts
and Commitments


 


(A)          The
Data Room contains a copy (or a summary of all material terms of) of each
outstanding contract or arrangement entered into by any member of the Group and
of each Business Contract which is a Material Contract;


 


(B)          No
member of the Group nor (in relation to the Graphic Paper Business) M-real (or
any other member of the Sellers’ Group) is in breach of any Material Contract
and, so far as the Sellers are aware, no other party to any Material Contract
is in breach of any such Material Contract which breach in any such case would
entitle the non-defaulting party to terminate such Material Contract.


 


89

















 


13.          Licences


 


(A)          All
governmental and quasi-governmental licences, consents, permissions and
approvals required for carrying on the Graphic Paper Business substantially in
the manner in which it is carried on as at the date hereof and was carried on
in the six months prior to the date hereof (the absence of which would have a
material adverse effect on the relevant part of the Graphic Paper Business to
which it relates) (other than Environmental Permits and licences in relation to
the Properties) have been obtained and no written notice has been received by
either of the Sellers or any member of the Group and, so far as the Sellers are
aware, there are no circumstances which indicate that any such licence,
consent, permission or approval is likely to be revoked or which may confer a
right of revocation.


 


(B)          None
of the licences or other matters referred to in paragraph (A) has
been breached.


 


14.          Litigation


 


(A)          No
member of the Group nor (in relation to the Business) M-real is engaged in any
litigation or arbitration, mediation, enquiry, investigation, enforcement,
administrative or criminal proceedings which is material to the Graphic Paper
Business taken as a whole, whether as claimant, defendant or otherwise other
than in respect of the collection of debts in the ordinary course of business.


 


(B)          So
far as the Relevant Sellers are aware, no such litigation or arbitration,
mediation, enquiry, investigation, enforcement, 
administrative or criminal proceedings as are referred to in sub-paragraph (A) are
pending or threatened in writing in the past two years.


 


(C)          So
far as the Relevant Sellers are aware, there are no investigations,
disciplinary proceedings likely to lead to any such litigation or arbitration,
mediation, enquiry, investigation, enforcement, administrative or criminal
proceedings as are referred to in sub-paragraph (A).


 


15.          Delinquent
and wrongful acts


 


(A)          So
far as the Sellers’ are aware, no member of the Group nor (in relation to the
Business) M-real has committed any criminal or illegal act in respect of the
Graphic Paper Business in the past two years.


 


(B)          No
member of the Group nor (in relation to the Business) M-real has received
notification that any investigation or inquiry is being or has been conducted
by any supranational, national or local authority or governmental agency in
respect of its respective business in this past two years.


 


16.          Properties


 


(A)          The
Company Properties referred to in paragraph B of Schedule 9 are
the only land and buildings owned, used or occupied by any member of the Group
or in respect of which any member of the Group has any estate, interest or
right.


 


(B)          The
Business Properties referred to in paragraph A of Schedule 9 are
the only Properties used or occupied for the purposes of the Business.


 


(C)          The
information set out in Schedule 9 is complete and accurate in all
material respects.


 


90

















 


(D)          In
relation to each of the Properties referred to in Schedule 9:


 


(i)            the
Property Owner is solely, legally and beneficially entitled to the Property,
except with respect to real estate Biberist nr. 776 which is owned by a simple
partnership (einfacheGesellschaft) including
inter alia, the Swiss Company;


 


(ii)           the
Property Owner has in its possession or under its control all of the title
deeds and documents necessary to prove its title;


 


(iii)          the
Property Owner holds the Property subject to the leases, underleases, tenancies
or licences particulars of which are set out in the Disclosure Letter.


 


(E)          Except
for Permitted Encumbrances and as disclosed in Part B of Schedule
9 (including the respective land register) by the title deeds and
documents, there are no mortgages or charges, legal or equitable, fixed or
floating, or other Encumbrances affecting the Properties.


 


(F)           There
are no agreements for sale, estate contracts, options or rights of pre-emption
affecting the Properties other than as:


 


(i)            disclosed
in the respective land register and supporting documents (Belege); or


 


(ii)           arising
under mandatory provisions of Swiss law.


 


(G)          The
Property Owners are not aware of any agreement, obligation or matter affecting
the Properties which, although not registered, is capable of registration as a
local land charge (or its equivalent in the relevant jurisdiction).


 


(H)          The
Property Owners have not received any written notice alleging breach of any
covenants, restrictions and other Encumbrances affecting any Property which
remains to be complied with.


 


(I)            The
current use of each of the Properties in relation to the Graphic Paper Business
is a permitted or lawful use under planning or zoning  legislation and there are no outstanding
enforcement notices, stop notices, breach of condition or similar notices.


 


(J)           The
Property Owners have received no compulsory purchase order, notice to treat or
notice of entry in respect of the Properties and so far as the Property Owners
are aware no proposals have been published for the compulsory acquisition of
the Properties.


 


(K)          In
relation to each of the Properties referred to in Schedule 9 which is
leasehold:


 


(i)            the
Property is held under the terms of the lease (the “Lease”)
briefly referred to in Schedule 9 and no collateral assurances,
undertakings or concessions have been made or given;


 


(ii)           there
are no rent reviews outstanding;


 


(iii)          the
Property Owner has received no notice alleging a breach of any covenant
contained in the Lease which remains outstanding; and


 


91














 


(iv)          the Property Owner has
paid all rent and other outgoings due and payable under the terms of the Lease.


 


(L)         Each of the Properties
benefits from the rights and easements necessary for its use and enjoyment for
its present purposes and there are no covenants or restrictions preventing the
use of the Properties for their present purposes in each case in relation to
the Graphic Paper Business.


 


(M)        There are no current
material legal proceedings concerning the Properties.


 


17.          Environment


 


In this paragraph 17:


 


	
  “Allowances”

  	
   

  	
  has the meaning given to it in Directive
  2003/87/EC of the European Parliament and of the Council of 13 October, 2003
  establishing a schedule for greenhouse gas emissions allowance trading and
  amending Council Directive 96/6/EC;

  
	
   

  	
   

  	
   

  
	
  “Compensations”

  	
   

  	
  means all payments to be made to the Swiss
  Company under the Carbon Dioxide Reduction Agreement (Reduktionsvertrag uber
  den Erweb von CO2 Emissionsreduktionen in
  Brennstoffbereich) among Stiftnung Klimarappen, Zurich, Switxerland, and the
  Swiss Company dated 14 May 2007

  
	
   

  	
   

  	
   

  
	
  “Environment”

  	
   

  	
  means all or any of the following, alone or
  in combination, any part of the air (including, without limitation, the air
  within buildings and the air within other natural or man-made structures
  above or below ground or above or below water), water (including water under
  or within land or in pipes, tanks, ditches or sewerage systems), soil and
  land and any ecological systems and living organisms supported by these
  media, including man;

  
	
   

  	
   

  	
   

  
	
  “Environmental
  Authority”

  	
   

  	
  means any legal person or body of persons
  (including any government or regional department or government or regional
  agency or court or tribunal) having jurisdiction to determine any matter
  arising under Environmental Law and/or relating to the Environment;

  
	
   

  	
   

  	
   

  
	
  “Environmental
  Laws”

  	
   

  	
  means all applicable statutes and other laws
  (including without limitation all codes of law, statutory instruments,
  treaties, regulations, directives, decisions, circulars, codes, guidance and
  by-laws) of any relevant jurisdiction which relate to or provide remedies in
  respect of Environmental Matters and are in force and legally binding in the
  relevant jurisdiction at or prior to Completion;

  
	
   

  	
   

  	
   

  
	
  “Environmental
  Matters”

  	
   

  	
  means:

  



 


92

















 


	
   

  	
   

  	
   

  	
  (i)            the release, spillage, deposit, escape, discharge, leak, emission,
  leaching, migration, disposal or otherwise the presence of Hazardous Material
  at the Properties or in the Environment; or 
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)           the creation of noise, vibration, radiation, common law or statutory
  nuisance or other impact on the Environment; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)          human health and safety including industrial disease; or 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iv)          other matters relating to the pollution, contamination or protection
  of the Environment including those in relation to the manufacturing,
  production, generation, storage, processing, treatment, keeping, handling,
  use (including as a building material), possession, supply, receipt, sale,
  distribution, purchase, import, export, disposal or transportation of
  Hazardous Material;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Environmental
  Permits”

  	
   

  	
  means any permit, licence, consent,
  certificate, approval, registration, notification or authorisation required
  by Environmental Laws in relation to the operation of the business of any
  member of the Group or the occupation or use of any Property;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Hazardous
  Material”

  	
   

  	
  means any substance (whether solid, liquid or
  gas) which alone or in combination with any other substance is capable of
  causing harm to man or to the Environment or any other organism supported by
  the Environment; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Relevant
  Period”

  	
   

  	
  means the period commencing four years before
  the relevant Closing and ending at the relevant Closing.

  
	
   

  	
   

  	
   

  	
   

  
	
  (A)

  	
  All
  material Environmental Permits have been obtained and are in full force and
  effect and, have been complied with in all material respects by each relevant
  member of the Group.

  
	
   

  	
   

  
	
  (B)

  	
  The
  Seller’s Group has operated the Graphic Paper Business throughout the
  Relevant Period in compliance in all material respects with Environmental
  Laws.

  
	
   

  	
   

  
	
  (C)

  	
  Except
  as disclosed in the Data Room, no member of the Group has received any
  written notice from the relevant Environmental Authority or other third party
  of any material claims, investigations, enforcement actions or other
  proceedings which are outstanding as at the date of this Agreement against or
  involving the Group under the Environmental Laws in respect of 

  



 


93

















 


Environmental
Matters and so far as the Sellers are aware, no such claims, investigations,
enforcement actions or proceedings are pending or have been threatened in
writing during the Relevant Period.


 


(D)          No member of the Group or Business Seller
has received written notice during the Relevant Period that either:


 


(i)            Environmental Authority is intending to
revoke, suspend, or materially vary or limit any Environmental Permits; or


 


(ii)           any amendment to any Environmental Permit
is required to enable the continued operation of the business of the Group.


 


(E)          No member of the Seller’s Group has sold,
given as security, pledged or mortgaged any rights to or over or interest in
Allowances or Compensations allocated or to be allocated in respect of
operating assets within the Graphic Paper Business in respect of compliance
year 2008 onwards.


 


(F)          So far as the Sellers are aware, no member
of the Sellers’ Group has disposed of, dumped, deposited, or buried any
Hazardous Materials at, on or under the Business Properties in breach of
Environmental Laws or permitted the continued presence of Hazardous Materials
at, on or under the Business Properties which action may reasonably be expected
to give rise to material liability under Environmental Laws.


 


(G)          So far as the Sellers are aware, no member of
the Group has received within the Relevant Period or is reasonably likely to
receive written notice alleging any material liability under Environmental Law
in respect of contamination at or emanating from any property formerly owned,
leased or occupied by a member of the Group.


 


(H)          So far as the Sellers are aware, copies of all material environmental
audits, reports, investigations or assessments externally prepared during the
Relevant Period that relate to the presence of Hazardous Materials at, on or
under the Properties and are within the ownership or control of the Sellers
Group have been provided in the Data Room.


 


18.          Intellectual
Property and IT Systems


 


(A)          All:


 


(i)            registered Business Intellectual Property,
and applications for registration therefor; and


 


(ii)           registered Intellectual Property, and
applications for registration therefor, owned by the Group Companies,


 


is legally and
beneficially owned by the Sellers’ Group or the Group Companies (as
applicable), and details of such registered Intellectual Property are referenced
in the Disclosure Letter or contained in the Data Room.


 


(B)          So far as the Relevant Sellers are aware,
no third party is infringing:


 


(i)            any Intellectual Property owned by any
Group Company; or


 


94

















 


(ii)           any Business Intellectual Property,


 


which
is material to the business of the Group Companies or the Business.


 


(C)          No Relevant Seller has received in the
last three years any written notice of any challenge or opposition to any of
the rights referred to in paragraph 18(A) of this Schedule.


 


(D)          The rights referred to in paragraph 18(A) are
not subject to any options, charges, material licences (other than the licences
referred to in paragraph 18(F) of this Schedule) or liens and so
far as the Relevant Sellers are aware, the rights referred to in paragraph
18(A) are not subject to any licences (other than those referred to in
paragraph 18(F) of this Schedule). 
So far as the Relevant Sellers are aware, the rights referred to in paragraph
18(B) are not subject to any options, charges, material licences
(other than the licences referred to in paragraph 18(F) of this
Schedule) or liens.


 


(E)          All renewal fees due as at the date of
this Agreement in respect of the rights referred to in paragraph 18(A) of
this Schedule have been paid and all administrative steps which are required
for the payment of all renewal fees due before or within 3 months following
Completion  have been taken.


 


(F)          Details of all material written licences
of Intellectual Property granted to, or by:


 


(i)            any Group Company; and


 


(ii)           the Relevant Sellers which are material to
the Business,


 


are
contained in the Data Room.


 


(G)          Neither the Relevant Sellers nor, so far
as the Relevant Sellers are aware, any Group Company has within the last two
years received written notice of any material breach or termination of any of
the licences referred to in paragraph 18(F) of this Schedule, no
material disputes have arisen in respect thereof and, so far as the Relevant
Sellers are aware, no party to any such licences is in breach in circumstances
which would entitle the non-defaulting party to terminate them.


 


(H)          So far as the Relevant Sellers are aware,
the activities of the Group Companies and the Business do not infringe the
Intellectual Property of any third party where such infringement would
adversely affect the business of the Group Companies or the Business and, so
far as the Relevant Sellers are aware, no written claims of any such
infringement of any such Intellectual Property have been received.


 


(I)            The Relevant Sellers have not received
written notice of any claims against any of the Group Companies or the Business
under any contract or under Section 40 of the Patents Act 1977 or any
equivalent provision of any foreign law providing for employee compensation or
ownership in respect of any patentable inventions made by employees of the
Group Companies or the Business and used in the business of the Group Companies
or the Business and so far as the Relevant Sellers are aware there is no factual
basis for any such claim by an employee and no employees have threatened to
make any such claims; so far as the Relevant Sellers are aware all patentable
inventions made by employees of the Group Companies or the Business and used in
the business of the Group Companies or the Business were made in the normal
course of the


 


95

















 


duties
of the employees concerned; where applicable appropriate measures were taken in
order to claim and effect the transfer of full title to the respective Group
Company.


 


(J)           So far as the Relevant Sellers are aware,
the rights and licences disclosed pursuant to paragraphs 18(A), (B) and
(F) respectively comprise all the rights and interests in
Intellectual Property reasonably necessary for the carrying on of the business
of all of the Group Companies and the Business in and to the extent which it is
presently conducted.


 


(K)          There are no material agreements relating
to IT Systems used by the Companies or in relation to the Business (other than
any agreement the benefit of which is intended to be used to provide
transitional services pursuant to the Transitional Services Agreement).


 


(L)           No notice alleging non compliance with the
Data Protection Legislation (including any enforcement notice, information
notice or transfer prohibition notice) has been received by any of the
Companies or the Business from any Data Protection Authority. There has been no
disruption to the commercial or operational activities of the Group which has
adversely affected the business of the Group in the nine months prior to the
date of this Agreement which has been caused by any failure, error, security
breach or breakdown of any material IT Systems.


 


(M)         So far as the Relevant Sellers are aware,
and save as in the ordinary course of business or to its employees or as
otherwise required by applicable law, no Company or member of the Sellers’
Group has disclosed any material Business Information to any third party other
than under an obligation of confidentiality, where such disclosure had a
material adverse effect on the business of the Companies or the Business.


 


19.          Insurance


 


(A)          Details of the Sellers’ Group Insurance
Policies in respect of the Graphic Paper Business are set out in the Data Room and,
so far as the Sellers are aware, no individual or related claim in respect of
the Graphic Paper Business for the amounts in excess of €2,000,000 are
outstanding thereunder.


 


(B)          So far as the Sellers are aware, all
premiums and any related insurance premium taxes have been duly paid or are due
to be paid in respect of all such Sellers’ Group.


 


(C)          Details of all claims made in respect of
the Sellers’ Group Insurance Policies during the period 1 January, 2007 ending
1 January, 2008 are contained in the Data Room.


 


(D)          Summary details of the Sellers’ Group
Insurance Policies are set out in the Data Room.


 


20.          Employment


 


(A)          A list of the names, jobs and full details
of the terms of employment (including the emoluments) of each of the Employees
who is entitled to emoluments at a rate, or (in the case of fluctuating
amounts) an average annual rate over the last three financial years, in excess
of €200,000 per annum (or its equivalent in local currency at exchange rates
prevailing at the date of this Agreement), and of every director of a Group
Company (together “Senior Employees”),
are set out in the Disclosure Letter.


 


96

















 


(B)          A list of the names, jobs, salaries and
copies of the pro forma terms of employment of Employees are contained in the
Data Room.


 


(C)          None of the Senior Employees has given
notice terminating his contract of employment nor is under notice of dismissal.
No litigation, arbitration or mediation, administration or criminal proceeding
has been commenced in connection with or arising from the employment of an
Employee and there is no obligation or amount due to or in respect of any of
the Employees in connection with or arising from his employment which is in
arrear or unsatisfied other than his normal salary for part of the month
current at the date of this Agreement.


 


(D)          Since the Accounts Date, no change has
been made in the emoluments or other terms of employment of any Senior Employee
except for increases in emoluments made in accordance with the Sellers’ Group
normal practice.


 


(E)          There is no dispute between any trade
union, works council or other representative body (whether such body is
formally recognised or not) existing, pending or (so far as the Sellers are
aware) threatened in writing which would be material to the Graphic Paper
Business.


 


(F)          Attachment 8  is an accurate list of
all the Business Employees as of the date of this Agreement and there is no
omission which makes it misleading.


 


(G)          There is no outstanding undischarged
liability to pay to any governmental or regulatory authority in any
jurisdiction any contribution, Taxation or other impost arising in connection
with the employment or engagement of personnel in the Graphic Paper Business.


 


(H)          The Data Room contains copies of all
material schemes, rules or policies providing for benefits to the
Employees, including in respect of pension or other retirement benefits, any
commission or sales-related bonus payments, and any share schemes.


 


(I)            Copies of any material collective
bargaining agreements or other material arrangements (whether binding or not)
with any employee representative body (whether such body is formally recognised
or not) in respect of the Employees (or any subset of them) are contained in
the Data Room.


 


(J)           The Business Employees are all
predominantly engaged in the Graphic Paper Business.


 


21.          Pensions


 


(A)          None of the
Business Employees enjoy any pension or other benefits in excess of those
provided by mandatory law, under the relevant collective bargaining agreement
or the Swiss pension fund regulations and accident agreements.


 


(B)          None of the
Companies has made any company pension commitment (other than any defined
contribution schemes) to any of its current or former employees, except for any
company pension commitments under the pension plans referred to in Disclosure
Letter. True and complete copies of all actuarial reports relating to such
pension commitments have been disclosed to the Relevant Purchasers prior to the
date hereof.


 


(C)          Except as
disclosed in Disclosure Letter the company pension commitments of the
Stockstadt GmbH and the German Subsidiary have at all times materially complied
and been duly managed and administered in accordance with all applicable laws,
regulations and requirements relevant to


 


97

















 


each company pension commitment. So far as the Sellers’ are aware,  the Disclosure Letter contains a true and
complete list of all threatened or pending labour disputes against any of the
German Companies or the German Subsidiary in connection with current or former
Employees relating to any company pension commitment.


 


22.          Tax


 


(A)          The Accounts and Tax


 


(i)            No Group Company has any outstanding
liability in excess of €500,000 (whether actual or contingent) for:


 


(a)          Tax
in any part of the world assessable or payable by reference to profits, gains,
income or distributions earned, received or paid or arising or deemed to arise
in any period ending on or before the Statutory Accounts Date; or


 


(b)          purchase,
value added, sales or other similar Tax in any part of the world referable to
transactions effected on or before the Statutory Accounts Date,


 


that is
not provided for in full or disclosed in the Accounts.


 


(ii)           The amount of the provisions and
liabilities for Tax in respect of each Group Company contained in the Accounts
was, at the Statutory Accounts Date, adequate and completely in accordance with
accounting practices generally accepted in Germany or, in the case of the Swiss
Company, Switzerland, and (in each case) commonly adopted by companies carrying
on businesses similar to those carried on by that Group Company.


 


(B)          Distributions


 


                Since the Statutory
Accounts Date, no Group Company has declared, made or paid any distribution or
deemed distribution.


 


(C)          Degrouping charges


 


                The entry into or
becoming unconditional of this Agreement or Completion will not result in any
profit or gain being deemed to accrue to any Group Company for Taxation
purposes.


 


(D)          Payroll taxes and national insurance


 


                Each Group Company has
properly operated the applicable payroll taxes and national insurance
contributions systems by making such deductions as are required by law from all
payments made or deemed to be or treated as made by it or on its behalf, and by
duly accounting to the appropriate Tax Authority for all sums so deducted and
for all other amounts for which it is required to account under the applicable
payroll taxes and national insurance contributions systems.


 


(E)          Tax returns, disputes, records and claims,
etc.


 


(i)            Each Group Company has made or caused to
be made all proper returns and notices required to be made, and has supplied or
caused to be supplied all information required


 


98

















 


to
be supplied, to any Tax Authority, and (a) all such returns, notices and
information were made or supplied on a proper basis and within the requisite
periods, and (b) none of them is currently the subject of any dispute with
or investigation by any Tax Authority, and (c) so far as any of the
Relevant Sellers are aware, none of them is likely to be the subject of any
material dispute with or non-routine investigation by any Tax Authority in the
future.


 


(ii)           There is no dispute or disagreement
outstanding nor is any contemplated at the date of this agreement with any Tax
Authority regarding liability or potential liability to any Tax (including in
each case penalties or interest) recoverable from any Group Company or
regarding the availability of any Relief from Tax to any Group Company and, so
far as M-real is aware, there are no circumstances which make it likely that
any such dispute or disagreement of a material nature will commence.


 


(iii)          Each Group Company has sufficient records
relating to past events, including any elections made, to calculate the Tax
liability or Relief which would arise on any disposal or on the realisation of
any asset owned at the Statutory Accounts Date by that Group Company or
acquired by that Group Company since that date but before Completion.


 


(iv)           There are set out in the Disclosure Letter
details of all consents, clearances, arrangements, agreements or elections
which have been obtained or made within the last 3 years in relation to the
Taxation affairs of any Group Company pursuant to which the relevant Group
Company is authorised not to comply with what would otherwise be its legal
obligations, and all material transactions have been carried out, to the extent
appropriate, in accordance with the terms of such consents, clearances,
agreements and/or elections.


 


(v)            Since the Statutory Accounts Date, so far
as the Relevant Sellers are aware, each Group Company has duly and punctually
paid all Tax which it has become liable to pay and in respect of which the due
date for payment has passed.


 


(vi)           No Group Company has been involved in any
scheme or arrangement a main purpose of which was the avoidance or reduction of
Tax and which: (a) in respect of the German Companies or the German
Subsidiary would be treated as involving the avoidance of Tax (Steuerhinterziehung) or a grossly negligent reduction of Tax
(leichtfertige Steuerverkürzung) for
German Tax purposes; or (b) in respect of the Swiss Company would be
treated as involving Tax avoidance (Steuerumgehung)
or Tax fraud (Steuerbetrug) within the meaning
given by Swiss Tax legislation and Swiss Federal Supreme Court decisions.


 


(F)          Tax Status


 


No Group
Company benefits from any preferential Tax regime, granted by law or by special
authorisation issued by any Tax Authority or by any other authority, which
could in whole or in part be affected by the signature of this Agreement or
Completion.


 


(G)          Stamp duty, registration tax and transfer
tax


 


All
documents which are required to be stamped or are subject to a registration or
transfer tax and which are in the possession of any Group Company or by virtue
of which any Group Company 


 


99

















 


has any
right have been duly stamped or such registration or transfer tax has been paid
in respect of such documents.


 


(H)          Value added tax


 


(i)            Each Group Company has
complied with any obligations to register for the purpose of VAT,  has complied in all material respects with
its obligations under any Tax legislation or regulations  relating to VAT, and has complied with the
terms of any specific agreement reached by that Group Company with any Tax
Authority in relation to VAT.


 


(ii)           Complete, correct and
up-to-date records, invoices and other documents required for the purposes of
any Tax legislation relating to VAT have been made, given, obtained and kept.


 


(iii)          There are set out in the
Disclosure Letter full particulars of any land in which a Group Company has an
interest or which is comprised in the Business Assets and, in each case, in
relation to which an election has been made to waive exemption from VAT.


 


(iv)           Since 31 December 2001,
no Group Company has at any time been a member of a group for VAT purposes
(other than a group all the other members of which were Group Companies).


 


(I)            Deductions and withholdings


 


Each
Group Company has made all deductions in respect, or on account, of any Tax
from any payments made by it which it is obliged to make and has accounted in
full to the appropriate Tax Authority for all amounts so deducted.


 


(J)           Residence


 


The
country which is given in Schedule 7 as the tax residence of any Group
Company is the only country whose Tax Authorities seek to charge Tax on the
worldwide profits or gains of that Group Company.  No Group Company has ever paid or been liable
to pay Tax on income, profits or gains to any Tax Authority in any other
country except that mentioned in Schedule 7.


 


(K)          Tax on Business Assets


 


None of the Business
Assets is subject to any charge, power of sale, mortgage or other form of
security in favour of any Tax Authority nor, so far as M-real is aware, are
there any circumstances which are likely to give rise to the same.


 


(L)           Non-Arm’s Length transactions


 


No Group
Company has, within the last six years, entered into any material transactions
or arrangements (including any material equity funding transaction or
arrangement) which were not on arm’s length terms in all material respects.


 


100














 


SCHEDULE 5


 


(LIMITATIONS ON LIABILITY)


 


1.            Limitations
on quantum and general


 


(A)          Subject to paragraph
(B), neither the Relevant Sellers nor the Relevant Purchasers nor any
member of the Relevant Sellers or the Relevant Purchasers Group shall be
entitled in any event to damages or other payment in respect of any claim or
claims under any of the Warranties, other than a Tax Warranty Claim or an
Environmental Claim, (or the warranties set out in clause 18 of this
Agreement, as applicable) in respect of any individual claim:


 


(i)        for less than €1,000,000; or


 


(ii)       unless and until the aggregate amount of all such
claims (taking no account of those referred to in (i) above) exceeds
€12,000,000, in which event the Sellers shall be liable for the whole amount of
such claim over and above an excess amount of €6,000,000.


 


(B)          Neither the Relevant Purchasers nor any
member of the Purchaser’s Group shall be entitled in any event to damages or
other payment in respect of any Tax Claim in respect of any individual claim
unless and until the aggregate amount of all such claims exceeds €500,000, in
which event the Sellers shall be liable for the whole amount and not just the
excess of such claim above that amount.


 


(C)          Neither the Relevant
Purchasers nor any member of the Purchaser’s Group shall be entitled in any
event any payment in respect of any Environmental Claim in respect of any
individual claim:


 


(i)        for less than €50,000; or


 


(ii)       unless and until the aggregate amount of all such
claims exceeds €500,000, in which event the Relevant Sellers shall be liable
for the whole amount and not just the excess of such claim above that amount.


 


(D)          The total aggregate
liability of the Relevant Sellers or the Relevant Purchasers, as the case may
be, in any event to damages or other payment in respect of any claim or claims
under any of the Warranties (or the warranties set out in clause 18 of
this Agreement, as applicable) in respect of any individual claim shall not in
any event exceed €200,000,000.


 


(E)          Save for any liability incurred under the
Husum Mill PM8 Exclusive Marketing Agreement or the Äänekoski PM2 Exclusive
Marketing Agreement, the total aggregate liability of the Relevant Sellers or
the Relevant Purchasers, as the case may be, under the Transaction Documents
shall not in any event exceed €275,000,000.


 


(F)           The caps and limits referred to in paragraphs
1(A), (B) and (C) and 2(i), as appropriate,
shall not apply to any claim by the Relevant Purchasers for a breach of paragraphs
1, 2, 4 and 6(A) of Schedule 4.


 


(G)          Neither the Relevant Sellers nor the
Relevant Purchasers nor any member of the Sellers’ Group or the Purchaser’s
Group shall be entitled to claim for any indirect or consequential loss or loss
of profit (save that the Relevant Sellers shall be able to claim for loss of
profit in respect of the 


 


101

















 


Kangas
Property Option) in respect of this Agreement but not, for the avoidance of
doubt, the other Transaction Documents which shall be governed by their own
terms.


 


(H)          The Relevant Sellers and the Relevant
Purchasers shall only be liable in respect of any claim if and to the extent
that such claim is admitted by the Relevant Seller or Relevant Purchaser, as
the case may be, or proven in a court of competent jurisdiction.


 


(I)            Nothing in this Agreement shall or shall
be deemed to relieve or abrogate the Relevant Purchaser or Relevant Seller (or
any member of the Purchaser’s or Sellers’ Group) of any common law or other duty
to mitigate any loss or damage including, without limitation, enforcing against
any person (other than the Relevant Sellers or Relevant Purchasers) any rights
any member of the Purchaser’s Group or Sellers’ Group has or may have in
respect of the fact, matter or circumstance giving rise to the claim.


 


(J)           The Relevant Purchaser (or the relevant
member of the Purchaser’s Group) shall give to the Relevant Sellers access to
all such information and documentation within the possession or control of the
Purchaser’s Group as the Relevant Seller may reasonably require to enable it to
satisfy itself as to whether any breach of the Warranties notified pursuant to paragraph
2 below shall have occurred.


 


(K)          As regards any Environmental Claim or Tax
Indemnity Claim the provisions of this Schedule 5 shall operate to limit
the liability of the Relevant Seller insofar as any provision of this Schedule
5 is expressed to be applicable to an Environmental Claim or Tax Indemnity
Claim respectively and the provisions of Schedules 14 and 15
shall further operate to limit the liabilities of the Relevant Sellers in
respect of an Environmental Claim or Tax Indemnity Claim respectively.


 


(L)           Each provision of this Schedule shall be
read and construed without prejudice to each of the other provisions of this
Schedule.


 


2.            Time
limits for bringing claims


 


No claim
shall be brought against the Relevant Sellers or the Relevant Purchasers in
respect of any of the Warranties (or the warranties set out in clause 18
of this Agreement, as the case may be) or under the Tax Indemnity or an
Environmental Claim unless the Relevant Purchasers or Relevant Sellers shall
have given to the Relevant Sellers or Relevant Purchasers, as the case may be,
written notice of such claim:


 


(i)        subject to sub-paragraph (ii) and (iii) below,
on or before the date falling 18 months after the Completion Date; or


 


(ii)       in respect of any Tax Claim, on or before the date
falling three months after the final tax audit (or if the relevant Tax
Authority issues an adjusted tax notice or other relevant final decision after
the tax audit, three months after issuance of such notice or other final
decision) for any of the Companies with respect to periods relevant for the
purposes of Tax which commence prior to Completion and for which the Sellers
might be liable has been completed (being the point when the tax audit can no
longer be re-opened by the relevant authorities) or, if the relevant Group
Company is not subject to a final tax audit, on or before the seventh anniversary
of the Completion Date; or


 


102

















 


(iii)      in respect of any Environmental Claim or claims under
the Environmental Warranties on or before the fifth anniversary of the
Completion Date,


 


PROVIDED THAT the liability of the Relevant Sellers or the Relevant
Purchasers, as the case may be, in respect of such claim shall absolutely
determine (if such claim has not been previously satisfied, settled or
withdrawn) if legal proceedings in respect of such claim shall not have been
commenced within six months of the service of such notice and for this purpose
proceedings shall not be deemed to have been commenced unless they shall have
been properly issued and validly served upon the Relevant Sellers or Relevant Purchasers,
as the case may be.


 


3.            Conduct
of Litigation


 


(A)          Upon the Relevant
Purchaser or any member of the Purchaser’s Group becoming aware of any claim,
action or demand against it or any other matter likely to give rise to any
claim in respect of any of the Warranties (other than a Tax Warranty Claim as
to which the procedure set out in paragraph 6 of the Tax Indemnity
shall apply) or otherwise under the Transaction Documents, the Relevant
Purchaser shall:


 


(i)              as soon as practicable notify the Relevant Sellers
thereof in writing;


 


(ii)             subject to the Relevant Sellers indemnifying the
Relevant Purchasers in a form reasonably satisfactory to the Relevant
Purchasers against any liabilities, loss, damages, payments, costs and expenses
which may reasonably be incurred thereby (but without implying any admission of
liability thereby), take such action and give such information and access to
personnel, premises, chattels, documents and records to the Relevant Sellers,
and their professional advisers as the Relevant Sellers may reasonably request
and the Relevant Sellers shall be entitled to require any member of the
Purchasers Group, to take such action and give such information and assistance
in order to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal
any claim in respect thereof or adjudication with respect thereto;


 


(iii)            at the request of the Relevant Sellers, allow the
Relevant Sellers (or the relevant one of them) to take the sole conduct of such
actions as the Relevant Sellers may deem appropriate in connection with any
such assessment or claim in the name of the Relevant Purchaser or any relevant
member of the Purchasers Group and in that connection the Relevant Purchaser
shall give or cause to be given to the Relevant Sellers all such assistance as
they may reasonably require in avoiding, disputing, resisting, settling,
compromising, defending or appealing any such claim and shall instruct such
solicitors or other professional advisers as the Relevant Sellers may nominate
to act on behalf of the Relevant Purchasers or any member of the
Purchasers  Group, as appropriate, but to
act in accordance with the Relevant Sellers instructions; and


 


(iv)            make no admission of liability, agreement, settlement
or compromise with any third party in relation to any such claim or
adjudication without the prior written consent of the Relevant Sellers.


 


(B)          The Relevant Sellers
shall be entitled at any stage and at their absolute discretion to settle any
such third party assessment or claim other than a third party assessment or
claim relating to Tax.


 


103

















 


4.            No
liability if loss is otherwise compensated for


 


(A)          No liability shall attach
to the Relevant Sellers or any member of the Sellers’ Group by reason of an Environmental
Claim or any breach of any of the Warranties or by reason of a Tax Indemnity
Claim to the extent that the same loss has been recovered by the Relevant
Purchaser or any other member of the Purchaser’s Group under any other Warranty
or term of this Agreement (including, without limitation, the Tax Indemnity and
Environmental Indemnity) or any other document entered into pursuant hereto and
accordingly the Relevant Purchasers and each other member of the Purchaser’s
Group may only recover once in respect of the same loss.


 


(B)          The Relevant Sellers and
each member of the Sellers’ Group shall not be liable for an Environmental
Claim or breach of any of the Warranties (other than the Tax Warranties which
shall be limited in accordance with the relevant provisions of the Tax
Indemnity) to the extent that the subject of the claim has been or is made good
or is otherwise compensated for.


 


(C)          In calculating the liability of the
Relevant Sellers or any member of the Sellers’ Group there shall be taken into
account the amount by which any Taxation for which any member of the Group or
the Relevant Purchaser is now or in the future accountable or liable to be
assessed is reduced or extinguished as a result of the matter giving rise to
such liability.


 


5.            Recovery
from Insurers and other Third Parties


 


(A)          If, in respect of any matter which would
give rise to a claim under the Warranties, the Tax Indemnity or an
Environmental Claim, any member of the Purchaser’s Group is entitled to claim
under any policy of insurance, then no such matter shall be the subject of a
claim under any such Warranties, the Tax Indemnity or an Environmental Claim
unless and until the appropriate member of the Purchaser’s Group shall have
made a claim against its insurers and used all reasonable endeavours to pursue
such claim and any such insurance claim shall then reduce by the amount which
may be recovered any such claims under any such Warranties, the Tax Indemnity
or an Environmental Claim.


 


(B)          Where the Relevant
Purchaser or any member of the Purchaser’s Group is at any time entitled to
recover from some other person any sum in respect of any matter giving rise to
a claim under the Warranties or an Environmental Claim (other than the Tax
Warranties as to which the procedure set out in paragraph 12 of the Tax
Indemnity shall apply), the Relevant Purchaser shall, and shall procure
that each member of the Purchaser’s Group concerned shall, take all reasonable
steps to enforce such recovery prior to taking action against the Relevant Sellers
(other than to notify the Relevant Sellers of such claim) or any other member
of the Sellers’ Group and, in the event that the Relevant Purchaser or any
member of the Purchaser’s Group shall recover any amount from such other
person, the amount of the claim against the Relevant Sellers or any other
member of the Sellers’ Group shall be reduced by the amount so recovered.


 


(C)          If the Relevant Sellers
or any other member of the Sellers’ Group pay at any time to the Relevant
Purchasers or any member of the Purchaser’s Group an amount pursuant to a claim
(other than a Tax Claim as to which the provisions of paragraph 12 of
the Tax Indemnity shall apply) in respect of the Warranties or an
Environmental Claim or under any provision of this Agreement and the Relevant
Purchasers or member of the Purchaser’s Group subsequently recovers from some
other person any sum in respect of any matter giving rise to such claim, the
Relevant Purchasers shall, and shall procure that the relevant member of the
Purchaser’s Group shall, repay to the Relevant Sellers the lesser of (i) the
amount paid by the Relevant Sellers (or the relevant one of


 


104

















 


them) to
the Relevant Purchasers or other member of the Purchaser’s Group and (ii) the
sum (including interest (if any)) recovered from such other person.


 


6.            Acts
of Purchaser


 


(A)          No claim shall lie against the Relevant
Sellers under or in relation to the Warranties (other than the Tax Warranties
as to which the relevant limitations in the Tax Indemnity shall apply) to the
extent that such claim is attributable to:


 


(i)            any voluntary act,
omission, transaction, or arrangement carried out by the Relevant Purchasers or
by a member of the Purchaser’s Group on or after Completion; or


 


(ii)           any admission of
liability after the date hereof by the Relevant Purchasers or on its behalf or
by persons deriving title from the Relevant Purchasers or by a member of the
Purchaser’s Group on or after Completion.


 


(B)          The Relevant Sellers
shall not be liable for any breach of any Warranty or an Environmental Claim
(other than the Tax Warranties as to which the relevant limitations in the Tax
Indemnity shall apply) which would not have arisen but for any reorganisation
or change in ownership of any member of the Purchaser’s Group after Completion
or change in any accounting basis on which any member of the Purchaser’s Group
values its assets or any accounting basis, method, policy or practice of any
member of the Purchaser’s Group which is different from that adopted or used in
the preparation of the Completion Statements.


 


7.            The
Accounts, Carve-Out Accounts and the Completion Statements


 


No
matter shall be the subject of a claim under the Warranties (other than the Tax
Warranties as to which the relevant limitations in the Tax Indemnity shall
apply) to the extent that allowance, provision or reserve in respect of such
matter shall have been made in the Accounts, the Carve-Out Accounts, the Net
Working Capital Adjustment, Adjustment Payment or the Completion Statements and
no matter shall be the subject of an Environmental Claim to the extent that
such allowance, provision or reserve in respect of such matter shall have been
made in the Accounts, Carve-Out Accounts, the Net Working Capital Adjustment,
Adjustment Payment or the Completion Statements.


 


8.            Retrospective
legislation


 


No
liability shall arise in respect of any breach of any of the Warranties (other
than the Tax Warranties as to which the relevant limitations in the Tax
Indemnity shall apply) or the warranties set out in clause 17 of this
Agreement  to the extent that liability
for such breach or such claim occurs or is increased directly or indirectly as
a result of any legislation not in force on or prior to the date of this
Agreement or as a result of the withdrawal of any agreement or arrangement
currently granted by or made with any governmental authority or as a result of
any change after the date of this Agreement of any generally accepted
interpretation or application of any legislation or the enforcement policy or
practice of the relevant authorities.


 


9.            Purchaser’s
knowledge


 


The
Relevant Sellers shall not be liable under the Warranties in relation to any
matter forming the basis of a claim of which the Relevant Purchasers were aware
on or before the date of this


 


105

















 


Agreement
including any such matter referred to in Data Room or in any due diligence
report prepared for the Relevant Purchasers if any Relevant Purchaser knew that
such matter would form the basis of a claim for breach of Warranty.


 


10.         Disclosure


 


The
Relevant Purchasers (or any member of the Purchaser’s Group) shall not be entitled
to claim that any fact, matter or circumstance causes any of the Warranties to
be breached to the extent that such fact, matter or circumstance is fairly
disclosed in the Disclosure Letter or in any document fairly disclosed in the
Data Room.


 


11.         Environment


 


No claim
shall lie against any Relevant Seller or any other member of the Sellers’ Group
under or in relation to the Environmental Warranties to the extent that such
claim is attributable to any remedial works or other corrective action which exceeds
the minimum necessary to comply with the requirements of the relevant
Environmental Authority under Environmental Laws.


 


12.         Claim to be a reduction of the Consideration


 


Any
payment made by any Relevant Seller or any other person in respect of any claim
under the Warranties, the Tax Indemnity or an Environmental Claim shall, so far
as permitted by law, be deemed to be a reduction of the Consideration.


 


106














 


SCHEDULE 6


 


(COMPLETION STATEMENTS)


 


PART 1             Definitions


 


	
  In this Schedule 6:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  “Adjustment Payment”

  	
   

  	
  means the Final Consideration less the Initial Consideration;

  
	
   

  	
   

  	
   

  
	
  “Business CO2 Obligation”

  	
   

  	
  means any obligation of the Mill Business to acquire CO2 allowances in respect of the period up to the
  Completion Time;

  
	
   

  	
   

  	
   

  
	
  “Business Merchant Rebates”

  	
   

  	
  has the meaning given to it in Schedule 1;

  
	
   

  	
   

  	
   

  
	
  “Business Merchant Rebates at 30 June, 2008”

  	
   

  	
  means the Business Merchant Rebates in such amount as is provided for
  in the Carve Out Accounts at 30 June, 2008;

  
	
   

  	
   

  	
   

  
	
  “Business Net Debt”

  	
   

  	
  means the Business Merchant Rebates at 30 June, 2008 and the Specific
  Business Net Debt Items;

  
	
   

  	
   

  	
   

  
	
  “Company CO2 Obligation”

  	
   

  	
  means any obligation of Stockstadt GmbH or Biberist to acquire CO2 allowances in respect of the period up to the
  Completion Time;

  
	
   

  	
   

  	
   

  
	
  “Company Merchant Rebates”

  	
   

  	
  has the meaning given to it in Schedule 1;

  
	
   

  	
   

  	
   

  
	
  “Company Merchant Rebates at 30 June, 2008”

  	
   

  	
  means the Company Merchant Rebates in such amount as is provided for
  in the Carve Out Accounts at 30 June, 2008;

  
	
   

  	
   

  	
   

  
	
  “Completion Time”

  	
   

  	
  means 23:59.59 on the
  Completion Date;

  
	
   

  	
   

  	
   

  
	
  “Completion Time Business Net Debt”

  	
   

  	
  at means the Business Net Debt as at the Completion Time;

  
	
   

  	
   

  	
   

  
	
  “Completion Time Inter-Group Debt”

  	
   

  	
  means the Inter-Group Debt as at the Completion Time;

  
	
   

  	
   

  	
   

  
	
  “Completion Time Inter-Group Receivables”

  	
   

  	
  means the Inter-Group Receivables as at the Completion Time;

  
	
   

  	
   

  	
   

  
	
  “Completion Time Net Debt”

  	
   

  	
  means the Net Debt as at the Completion Time;

  



 


107

















 


	
  “Completion Time Net Working Capital”

  	
   

  	
  means the Net Working Capital as at the Completion Time to be
  reported on the fourth Business Day after Completion;

  
	
   

  	
   

  	
   

  
	
  “Enterprise Value”

  	
   

  	
  means €749,016,246;

  
	
   

  	
   

  	
   

  
	
  “Estimated Inter-Group Debt”

  	
   

  	
  means the amount notified by M-real to the Purchaser 5 Business Days
  before the Completion Date as its good faith estimate of Inter-Group Debt on
  the Completion Time;

  
	
   

  	
   

  	
   

  
	
  “Estimated Inter-Group Receivables”

  	
   

  	
  means the amount notified by M-real to the Relevant Purchasers 5
  Business Days before the Completion Date as its good faith estimate of the
  Inter-Group Receivables as at the Completion Time;

  
	
   

  	
   

  	
   

  
	
  “Estimated Business Net Debt”

  	
   

  	
  means the amount notified by M-real to the Relevant Purchasers 5
  Business Days before the Completion Date as its good faith estimate of
  Business Net Debt as at the Completion Time;

  
	
   

  	
   

  	
   

  
	
  “Estimated Net Debt”

  	
   

  	
  means the amount notified by M-real to the Relevant Purchasers 5
  Business Days before the Completion Date as its good faith estimate of Net
  Debt as at the Completion Time;

  
	
   

  	
   

  	
   

  
	
  “Final Consideration”

  	
   

  	
  shall be the Euro amount of the sum of Z +  Z2 +  Z3+ Z4 + Z5 + G+  H + I + J+  K + L

   

  Where

   

  Z1  =        A – X1+ W1, 

   

  A being €100,000,000 (the enterprise value of Biberist), X1 the Completion Time Net Debt in
  respect of Biberist and W1 the Net Working Capital Adjustment in
  respect  of Biberist;

   

  Z2  =       B – X2+ W2, 

   

  B being €135,000,000 (the enterprise value of Stockstadt GmbH and the
  German Subsidiary), X2 the Completion Time Net Debt in respect of
  Stockstadt GmbH and the German Subsidiary and W2 the Net Working Capital Adjustment in respect of
  Stockstadt GmbH and the German Subsidiary; 

   

  Z3  =       C – X3+ W3, 

   

  C being €2,000,000 (the enterprise value of CN

  



 


108

















 


	
   

  	
   

  	
  Papiervertriebs GmbH), X3 being the Completion Time Net Debt
  in respect of CN Papiervertriebs GmbH and W3 the Net Working Capital Adjustment in respect of CN
  Papiervertriebs GmbH;

   

  Z4  =        E - X4+ W4, 

   

  E being €50,000,000 (the enterprise value of the Mill Business at
  Kangas), X4 being the Completion Time Business Net Debt
  in respect of the Mill Business at Kangas and W4 the Net Working Capital Adjustment in respect of
  the Mill Business at Kangas;

   

  Z5  =        F- X5 + W5 

   

  F being €450,000,000 (the enterprise value of the Mill Business at
  Kirkniemi) and X5 being the Completion Time Business Net Debt in
  respect of the Mill Business at Kirkniemi W5 the Net Working Capital Adjustment in respect of
  the Mill Business at Kirkniemi; 

   

  G  =       €1,500,000 (the enterprise value
  of the Kangas Property); 

   

  H  =        €2,100,000 (the enterprise value
  of the Kirkniemi Property); 

   

  I  =          €2,000,000 (the enterprise value
  of the Gohrsmühle Coaters); 

   

  J  =         €2,000,000 (the enterprise value of
  the Hallein Coater); 

   

  K  =        €4,416,246 (the enterprise value
  of the Know- How Business); 

   

  L  =        €20,000,000 unless M-real has
  failed to comply with its obligations in clause 14.9, at the time of
  the determination of the Completion Statements in which case L = €0, 

   

  and where W1, W2, W3 , W4 and W5 are determined on the basis that W1= 17%, W2= 21%, W3= 0%, W4 = 15% and W5 =47%, respectively of the Net
  Working Capital Adjustment;

  



 


109

















 


	
  “German Pension Liabilities”

  	
   

  	
  means the IAS value of the pension and post retirement benefits of
  the German Companies and the German Subsidiary at the Completion Time in each
  case on the basis of the actuarial assumptions and judgements used in the
  actuarial valuation for the year ended 31 December, 2007 to determine the
  German Pension Liabilities in the Carve-Out Accounts (set out in Attachment
  3), provided that for the purpose of the determination of the Initial
  Consideration the German Pension Liabilities shall be equal to €38,268,000;

  
	
   

  	
   

  	
   

  
	
  “Initial Consideration”

  	
   

  	
  means the Euro amount equal to the sum of Y+ Y2 + Y3 + Y4+ Y5+ G + H + I + J + K + L 

   

  Where: 

   

  Y1  =        A – X1, 

   

  A being €100,000,000 (the enterprise value of Biberist) and X1 the Estimated Net Debt in respect of Biberist on
  the Completion Date; 

   

  Y2  =      B – X2, 

   

  B being €135,000,000 (the enterprise value of Stockstadt GmbH and the
  German Subsidiary) and X2 the Estimated Net Debt in respect of Stockstadt
  GmbH and the German Subsidiary on the Completion Date; 

   

  Y3  =      C – X3, 

   

  C being €2,000,000 (the enterprise value of CN Papiervertriebs GmbH)
  and X3 the Estimated Net Debt in respect of CN
  Papiervertriebs GmbH on the Completion Date; 

   

  Y4  =      E – X4, 

   

  E being €50,000,000 (the enterprise value of the Mill Business at
  Kangas) and X4 being the Estimated Business Net Debt in respect if
  the Mill Business at Kangas; 

   

  Y5  =      F – X5, 

   

  F being €450,000,000 (the enterprise value of the Mill Business at
  Kirkniemi) and X5 being the Estimated Business Net Debt in respect if
  the Mill 

  



 


110

















 


	
   

  	
   

  	
  Business at Kirkniemi; 

   

  G =         €1,500,000 (the enterprise value
  of the Kangas Property); 

   

  H =         €2,100,000 (the enterprise value
  of the Kirkniemi Property); 

   

  I =           €2,000,000 (the enterprise value
  of the Gohrsmühle Coaters); 

   

  J=           €2,000,000 (the enterprise value
  of the Hallein Coater); 

   

  K =         €4,416,246 (the enterprise value
  of the Know-How Business); and 

   

  L =          € 20,000,000, unless M-real would
  reasonably have been likely to fail to comply with its obligations in clause
  14.9 on the Completion Date, in which case, L = €0;

  
	
   

  	
   

  	
   

  
	
  “Hyperion Account Numbers”

  	
   

  	
  means account numbers in the Sellers’ Group Hyperion Enterprise
  consolidation and reporting system, which is used for consolidating unaudited
  monthly reporting packages for the purposes of management accounting;

  
	
   

  	
   

  	
   

  
	
  “Inter-Group Debt”

  	
   

  	
  means all interest bearing liabilities, including any negative cash
  pooling balances (only if cash pooling arrangements have not been terminated
  before the Completion Time in accordance with clause 24.3) payable by
  any member of the Group to any member of the Sellers’ Group (excluding the
  Group), including for the avoidance of doubt, the Stockstadt Loans;

  
	
   

  	
   

  	
   

  
	
  “Inter-Group Debt Adjustment Payment”

  	
   

  	
  means Completion Time Inter-Group Debt (payable by any Group Company
  to a member of the Sellers’ Group (excluding the Group)) less Estimated
  Inter-Group Debt (payable by the relevant Group Company to the relevant
  member of the Sellers’ Group (excluding the Group));

  
	
   

  	
   

  	
   

  
	
  “Inter-Group Net Debt”

  	
   

  	
  means the Inter-Group Debt less the Inter-Group Receivables;

  
	
   

  	
   

  	
   

  
	
  “Inter-Group Receivables”

  	
   

  	
  means all interest bearing receivables and any claim for loss
  compensation under the Profit and 

  



 


111

















 


	
   

  	
   

  	
  Loss Pooling Agreement for the period from 1 January, 2008 until the
  Completion Time owed to any Group Company by any member of the Sellers’ Group
  (excluding the Group) and, if such receivables have been satisfied pursuant
  to paragraph 1A(vii) of Schedule 3, the respective cash
  received by the Group Company;

  
	
   

  	
   

  	
   

  
	
  “Inter-Group Receivables Adjustment Payment”

  	
   

  	
  means Completion Time Inter-Group Receivables (of any Group Company
  against the relevant member of the Sellers’ Group) less Estimated Inter-Group
  Receivables (of the relevant Group Company against the relevant member of the
  Sellers’ Group);

  
	
   

  	
   

  	
   

  
	
  “Merchant Rebates at 30 June, 2008”

  	
   

  	
  means the Business Merchant Rebates at 30 June, 2008 and the Company
  Merchant Rebates at 30 June, 2008;

  
	
   

  	
   

  	
   

  
	
  “Net Debt”

  	
   

  	
  means the Inter-Group Net Debt plus the Other Net Debt;

  
	
   

  	
   

  	
   

  
	
  “Net Working Capital”

  	
   

  	
  means: 

   

  (i)            all inventories (24900), consisting of: 

   

  (a)           materials and supplies (24000); 

   

  (b)           work in progress (24100); 

   

  (c)           finished goods and goods for
  resale (24200); 

   

  (d)           other inventories (24300); 

   

  (e)           advance payments (24400); 

   

  Plus 

   

  (ii)           trade receivables, consisting of: 

   

  (a)           accounts receivable, short term
  (26000); 

  



 


112

















 


	
   

  	
   

  	
  (b)           receivables from affiliated
  companies, non-interest-bearing, short term (excluding, for the avoidance of
  doubt, any claim for loss compensation under the Profit and Loss Pooling
  Agreement for the period 1 January, 2008 until the Completion Time) (26150); 

   

  (c)           receivables from associated
  companies, non-interest-bearing, short term (26250); 

   

  Less 

   

  (iii)          trade payables, consisting of: 

   

  (a)           accounts payable, short term
  (38300); 

   

  (b)           liabilities to affiliated
  companies, non-interest-bearing (excluding for the avoidance of doubt, any
  negative cash pooling balances only if the cash pooling arrangements have not
  been terminated before the Completion Time in accordance with clause 24.3)
  (38450); 

   

  (c)           liabilities to associated
  companies, non-interest-bearing (38550); 

   

  But 

   

  (iv)           excluding, for the avoidance of doubt, all cash in
  hand, cash at the bank and all positive cash pooling balances, only if the
  cash pooling arrangements have not been terminated before the 

  



 


113

















 


	
   

  	
   

  	
  Completion Time in accordance with clause
  24.3), the Merchant Rebates and any amounts otherwise included in Net
  Debt or Business Net Debt; 

   

  The same accounting principles shall be consistently applied in the
  calculation of Target Net Working Capital and Completion Time Net Working
  Capital. Any adjustment to the Completion Time Net Working Capital arising
  from reclassification of items in the balance sheet shall lead to a
  retroactive adjustment of Target Net Working Capital accordingly; 

   

  The above account numbers refer to the Hyperion Account Numbers;

  
	
   

  	
   

  	
   

  
	
  “Net Working Capital Adjustment”

  	
   

  	
  means the Completion Time Net Working Capital less the Target Net
  Working Capital;

  
	
   

  	
   

  	
   

  
	
  “Other Net Debt”

  	
   

  	
  means in respect of the period up to and including the Completion
  Time, all interest bearing liabilities, the Company Merchant Rebates at 30
  June, 2008 and the Specific Net Debt Items, in each case payable by any
  member of the Group other than Inter-Group Debt less all cash in hand, cash
  at the bank, positive cash pooling balances only if the cash pooling
  arrangements have not been terminated before the Completion Time in
  accordance with clause 24.3 and interest bearing receivables other
  than Inter-Group Receivables excluding, for the avoidance of doubt, all cash
  included in the definition of Inter-Group Receivables;

  
	
   

  	
   

  	
   

  
	
  “Other Stockstadt”

  	
   

  	
  means if and only if Sappi can satisfy M-real, in M-real’s
  discretion, that items presented as “Other Stockstadt - €1,032,000” in the
  Sappi paper headed “Allocation of Obligations” set out in Attachment 30
  should be treated as debt at the Completion Time;

  
	
   

  	
   

  	
   

  
	
  “Purchaser’s Accountants”

  	
   

  	
  means Deloitte & Touche LLP;

  
	
   

  	
   

  	
   

  
	
  “Sellers’ Accountant’s”

  	
   

  	
  means PricewaterhouseCoopers;

  
	
   

  	
   

  	
   

  
	
  “Specific Business Net Debt Items”

  	
   

  	
  means the CHP Outstanding Lease Payments, the Take or Pay Obligation
  and the Business CO2 Obligation;

  



 


114

















 


	
  “Specific Net Debt Items”

  	
   

  	
  means the Stockstadt Lease, Other Stockstadt, German Pension
  Liabilities and the Company CO2 Obligation;

  
	
   

  	
   

  	
   

  
	
  “Stockstadt Lease”

  	
   

  	
  has the meaning given to it in Schedule 1;

  
	
   

  	
   

  	
   

  
	
  “Take or Pay Obligation”

  	
   

  	
  means the obligations of M-real in respect of the period after the
  Completion Time in relation to the share of fixed charges attributable to the
  ceased operation of the Kangas PM2 at the Kangas Mill specified in the energy
  supply contract “HEAT-2987” between M-real Corporation and Fortum dated 1
  November 2004 and any amendment thereof; and

  
	
   

  	
   

  	
   

  
	
  “Target Net Working Capital”

  	
   

  	
  means €235,000,000.

  



 


PART 2                                                  Allocation of Enterprise
Value


 


The proportion of the Enterprise Value
attributable to each of the Business Assets and the Shares shall be as follows:


 


	
  (i)

  	
  Business Assets

  	
   

  	
  Amount (€)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The business of the Kirkniemi Mill
  (excluding the Kirkniemi Property)

  	
   

  	
  450,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The business of the Kangas Mill (excluding
  the Kangas Property)

  	
   

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Kirkniemi Property

  	
   

  	
  2,100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Kangas Property

  	
   

  	
  1,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Know-How Business

  	
   

  	
  4,416,246

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Gohrsmühle Coaters

  	
   

  	
  2,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Hallein Coater

  	
   

  	
  2,000,000

  	
   

  



 


115














 


	
  (ii)

  	
  Companies

  	
   

  	
  Amount (€)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Biberist

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Stockstadt GmbH (and the German Subsidiary)

  	
   

  	
  135,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CN Papiervertriebs GmbH

  	
   

  	
  2,000,000

  	
   

  



 


PART 3               Preparation and
determination of Completion Statements


 


(A)         Sappi shall (with such assistance
from M-real as Sappi reasonably requires) procure the preparation by the
appropriate Employees of a completion statement specifying:


 


(i)                                the Completion Time Net Working
Capital;


 


(ii)                              the Completion Time Net Debt
(including the Completion Time Inter-Group Debt) specifying the Inter-Group
Debt and the Inter-Group Receivables for each Group Company towards and from
each member of the Sellers’ Group as well as the Inter-Group Debt Adjustment
Payment and the Inter-Group Receivables Adjustment Payment;


 


(iii)                          the Completion Time Business Net
Debt; and


 


(iv)                         the Net Working Capital Adjustment,


 


(the “Draft Completion
Statements”).  The Draft
Completion Statements shall be delivered to M-real by Sappi in accordance with clause
36 as soon as reasonably practicable and in any event within (x) 25
Business Days following Completion and (y) 10 Business Days following the
delivery of the audited Stockstadt Statutory Accounts to M-real by Sappi
pursuant to paragraph (O) below, whichever is later.


 


(B)         The Completion Statements shall be
prepared in accordance with M-real’s accounting practices as consistently
applied and M-real’s IFRS based accounting policies, principles, bases and
methodologies.


 


(C)         M-real shall procure that the
Sellers’ Group and the Sellers’ Accountants provide without charge such
reasonable access to their personnel, Books and Records, calculations and
working papers as Sappi or the Purchaser’s Accountants and advisers may request
in connection with the preparation of the Completion Statements, subject to
providing such undertakings as the Sellers’ Accountants may reasonably request.


 


(D)         Save in accordance with the
provisions of paragraph (H), no amendment shall be made to the Draft
Completion Statements after their delivery to M-real in accordance with paragraph
(A).


 


(E)         M-real may dispute the Draft
Completion Statements by notice in writing (in this paragraph, the “Notice”) delivered to Sappi in accordance with clause 36
within 20 Business Days of receiving the Draft Completion Statements.


 


116

















 


(F)         Sappi shall procure that the Group
and the Purchaser’s Accountants provide without charge such reasonable access
to their personnel, Books and Records, calculations and working papers and
other information as M-real or the Sellers’ Accountants and advisers may
request in connection with their review of the Completion Statements, subject
to providing such undertakings as the Purchaser’s Accountants may reasonably
request.


 


(G)         If M-real does not serve the Notice
under paragraph (E) above, the Draft Completion Statements shall
constitute the Completion Statements.


 


(H)         If M-real does serve the Notice
under paragraph (E) above, then Sappi and M-real shall use their
reasonable endeavours to resolve the items in the Notice and either:


 


(i)           if Sappi and M-real reach agreement on the items in
the Notice within 25 Business Days of the Notice being served (or such longer
period as Sappi and M-real may agree in writing), the Draft Completion Statements
shall be amended to reflect such agreement and shall then constitute the
Completion Statements; or


 


(ii)          if Sappi and M-real do not reach agreement in
accordance with paragraph (i) above, Sappi or M-real may refer the
dispute within 10 Business Days of expiry of the period described in paragraph
(i) above, to Ernst & Young, failing whom, to KPMG, failing
whom to such independent firm of chartered accountants of international repute
in London as the parties agree and failing such agreement as the President of
the Institute of Chartered Accountants in England and Wales may, on the
application of either M-real or Sappi, nominate (the “Expert”),
on the basis that the Expert is to make a decision on the dispute and notify
Sappi and M-real of its decision within 10 Business Days of receiving the
reference or such longer reasonable period as the Expert may determine.


 


(I)           Each party shall bear its own costs with respect to
the finalisation of the Completion Statements. 
The costs of the Expert shall be borne by the parties as set out in paragraph
(J)(iii) below.


 


(J)          In any reference to the Expert in accordance with paragraphs
(H) and (I) above:


 


(i)           the Expert shall act as an expert and not as an
arbitrator and shall be directed to determine any dispute by reference to
M-real’s accounting practices as consistently applied and M-real’s IFRS based
accounting policies, principles, bases and methodologies;


 


(ii)          the decision of the Expert shall, in the absence of
fraud or manifest error, be final and binding on Sappi and M-real and the
Completion Statements shall be the Draft Completion Statements amended as
necessary to reflect the decision of the Expert and, as amended, signed by the
Expert;


 


(iii)         the costs of the Expert shall be paid by M-real and
Sappi equally or as otherwise determined by the Expert; and


 


(iv)         each of M-real and Sappi shall respectively provide
or procure the provision to the Expert of all such information as the Expert
shall reasonably require including:


 


(a)           by their respective advisers;


 


117

















 


(b)           in the case of Sappi, the Books and
Records and personnel of the Group; and


 


(c)           in the case of M-real, the books and
records and personnel of the Sellers’ Group.


 


(K)         Following determination of the Completion Statements,
the amount of the:


 


(i)           Completion Time Net Working Capital;


 


(ii)          the Completion Time Net Debt, including the
Completion Date Inter-Group Net Debt, specifying the Inter-Group Debt and the
Inter-Group Receivables for each Group Company towards and from each member of
the Sellers’ Group as well as the Inter-Group Debt Adjustment Payment and the
Inter-Group Receivables Adjustment Payment;


 


(iii)         the Completion Time Business Net Debt; and


 


(iv)         the Net Working Capital Adjustment Amount,


 


shall be determined by reference to the
Completion Statements.


 


(L)                            Sappi shall (with such assistance
from M-real as Sappi reasonably requires) procure that the appropriate
Employees prepare the Stockstadt Statutory Accounts and that the Stockstadt
Auditor shall issue the auditor’s certificate (Bestätigungsvermerk)
on the Stockstadt Statutory Accounts.


 


“Stockstadt Statutory
Accounts” means the statutory annual accounts of M-real Stockstadt
GmbH for the Stockstadt Current Fiscal Year.


 


“Stockstadt Current Fiscal
Year” means the fiscal year of M-real Stockstadt GmbH ending either
on 31 December, 2008, or at the end of the shortened fiscal year if the fiscal
year has been changed  in accordance with
clause 4.6 of this Agreement.


 


 “Stockstadt Auditor” means PricewaterhouseCoopers as
statutory auditors of M-real Stockstadt GmbH.


 


(M)        The Stockstadt Statutory Accounts shall be prepared
in accordance with accounting principles generally accepted in Germany, applied
consistently with past practice, in particular with the accounting and
consolidation policies, procedures and practices adopted in the statutory
accounts of M-real Stockstadt GmbH for the fiscal year ending 31 December,
2007, applied consistently with past practice.


 


(N)         M-real shall procure that the Sellers’
Group and the Sellers’ Accountants provide without charge such reasonable
access to their personnel, Books and Records, calculations and working papers
as Sappi or the Purchaser’s Accountants and advisers may request in connection
with the preparation of the Stockstadt Statutory Accounts, subject to providing
such undertakings as the Sellers’ Accountants may reasonably request.


 


(O)         As soon as reasonably practicable
after Completion and in any event within 5 Business Days following the delivery
of the auditor’s certificate to M-real Stockstadt GmbH by the Stockstadt
Auditor, the Stockstadt Statutory Accounts shall be delivered to M-real by
Sappi in accordance with clause 36.


 


118

















 


(P)          Paragraphs (C) through (J) shall
apply by analogy for the preparation and final determination of the Stockstadt
Statutory Accounts. After final determination of the Completion Accounts and
the Stockstadt Statutory Accounts  the Relevant Purchaser in its capacity
as sole shareholder in M-real Stockstadt GmbH undertakes to pass a shareholders
resolution pursuant to which the audited Stockstadt Statutory Accounts are
finally drawn up and approved (aufgestellt und
festgestellt) as the final statutory annual accounts of M-real
Stockstadt GmbH. For the avoidance of doubt the parties agree that in case of
subsequent amendments of the Stockstadt Statutory Accounts, if any, clause
8.10 shall apply.


 


119

















 


SCHEDULE 7


 


(THE GROUP)


 


A.           German Companies and German
Subsidiary


 


	
  Chemische
  Werke Zell-Wildshausen GmbH

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Registered number:

  	
   

  	
  10207

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Court of incorporation:

  	
   

  	
  Aschaffenburg

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Place of incorporation:

  	
   

  	
  Germany

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address of registered office:

  	
   

  	
  Obernburger
  Strasse 1-9

  D-63811 Stockstadt

  Germany

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Issued share capital:

  	
   

  	
  €563,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Managing Director:

  	
   

  	
   

  	
   

  



 


	
  Full name

  	
   

  	
  Nationality

  	
   

  	
  Resigning

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jürgen Bendt

  	
   

  	
  German

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounting reference date:

  	
   

  	
  31 December

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Auditors:

  	
   

  	
  PwC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax residence:

  	
   

  	
  Germany

  	
   

  	
   

  	
   

  



 


120

















 


	
  CN Papiervertriebs GmbH

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Registered number:

  	
   

  	
  HRB 11184

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Court of incorporation:

  	
   

  	
  Amtsgericht Bonn

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Place of incorporation:

  	
   

  	
  Germany

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address of registered office:

  	
   

  	
  Metternicher Str.
  20

  53919 Weilerswist

  Germany

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Issued share capital:

  	
   

  	
  €320,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Managing Directors:

  	
   

  	
   

  	
   

  



 


	
  Full name

  	
   

  	
  Nationality

  	
   

  	
  Resigning

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Martin Frank

  	
   

  	
  German

  	
   

  	
  No

  	
   

  



 


Board Members:


 


	
  Full name

  	
   

  	
  Nationality

  	
   

  	
  Resigning

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Henrik Damén

  	
   

  	
  Finnish

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nils Hinterthan

  	
   

  	
  German

  	
   

  	
  No

  	
   

  



 


	
  Accounting reference date:

  	
   

  	
  31 December

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Auditors:

  	
   

  	
  PwC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax residence:

  	
   

  	
  Germany

  	
   

  	
   

  	
   

  



 


121

















 


	
  M-real Stockstadt GmbH

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Registered number:

  	
   

  	
  HRB 8118

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Court of incorporation:

  	
   

  	
  Aschaffenburg

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Place of incorporation:

  	
   

  	
  Germany

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address of registered office:

  	
   

  	
  Obernburger
  Strasse 1-9

  D-63811 Stockstadt

  Germany

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Issued share capital:

  	
   

  	
  EUR  40,100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Managing Directors:

  	
   

  	
   

  	
   

  



 


	
  Full name

  	
   

  	
  Nationality

  	
   

  	
  Resigning

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seppo Parvi

  	
   

  	
  Finnish

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bernhard Jaggi

  	
   

  	
  Swiss

  	
   

  	
  No

  	
   

  



 


	
  Board Members:

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Full name

  	
   

  	
  Nationality

  	
   

  	
  Resigning

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dr. Soili Hietanen

  	
   

  	
  Finnish

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert Winkels

  	
   

  	
  German

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Frank Sehr

  	
   

  	
  German

  	
   

  	
  No

  	
   

  



 


	
  Accounting reference date:

  	
   

  	
  31 December

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Auditors:

  	
   

  	
  PwC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax residence:

  	
   

  	
  Germany

  	
   

  	
   

  	
   

  



 


122

















 


B.           Swiss Company


 


	
  M-real Biberist

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Registered number:

  	
   

  	
  CH-251.3.000.460-7

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date of incorporation:

  	
   

  	
  20 December, 1996

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Place of incorporation:

  	
   

  	
  Biberist,
  Switzerland

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address of registered office:

  	
   

  	
  Fabrikstrasse 4

  CH 4562 Biberist

  Switzerland

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Class of company:

  	
   

  	
  Corporation
  limited by shares  

  (Aktiengesellschaft)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Issued share capital:

  	
   

  	
  CHF 10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Directors:

  	
   

  	
   

  	
   

  



 


	
  Full name

  	
   

  	
  Nationality

  	
   

  	
  Resigning

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Soili Hietanen, chairman of the board

  	
   

  	
  Finnish

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert Karrer, member of the board

  	
   

  	
  Swiss

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Peter Kienast, member of the board

  	
   

  	
  Swiss

  	
   

  	
  Yes

  	
   

  



 


	
  Accounting reference date:

  	
   

  	
  31 December

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Auditors:

  	
   

  	
  PricewaterhouseCoopers
  AG Bern

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax residence:

  	
   

  	
  Switzerland

  	
   

  	
   

  	
   

  



 


123














 


SCHEDULE 8


 


(SHARES)


 


A.                                   Companies


 


	
  Company

  	
   

  	
  Shares

  	
   

  	
  Shareholder

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CN Papiervertriebs GmbH

  	
   

  	
  CN Shares

  	
   

  	
  Deutsche Holding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stockstadt
  GmbH

  	
   

  	
  Stockstadt Shares

  	
   

  	
  Deutsche Holding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biberist

  	
   

  	
  Biberist Shares

   

  10,000 registered
  shares with a nominal value of CHF 1,000.

  	
   

  	
  NL Holding

  	
   

  



 


B.         German Subsidiary


 


	
  Company

  	
   

  	
  Shares

  	
   

  	
  Shareholder

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemische Werke
  Zell-Wildshausen GmbH

  	
   

  	
  CWZ Shares

  	
   

  	
  Stockstadt GmbH

  	
   

  



 


124

















 


SCHEDULE 9


 


(THE PROPERTIES)


 


A.                                   Business Properties


 


	
  Country

  	
   

  	
  Property Address

  	
   

  	
  Mill Business

  	
   

  	
  Registered Nos./Registered

  site of area

  	
   

  	
  Property Owner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finland

  	
   

  	
  FI-08800, Lohja, Finland

  	
   

  	
  Kirkniemi

  	
   

  	
  (i) 444-408-1-230 

   

  (ii) 444-414-1-209; 

   

  (iii) 444-419-1-257; 

   

  (iv) 444-419-1-475; 

   

  (v) 444-419-1-479; 

   

  (vi) 444-419-1-513; 

   

  (vii) 444-419-1-514; 

   

  (viii) 444-435-1-132; 

   

  (ix) 444-435-1-171; 

   

  (x) 444-435-1-212;

   

  (xi) 444-435-1-103; 

   

  (xii) 444-435-1-106; 

   

  (xiii) 444-419-1-287; 

  	
   

  	
  M-real Corporation

  	
   

  



 


125

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (xiv) 444-435-1-208 ; 

   

  (xv) 444-435-1-207; 

   

  (xvi) 444-435-1-46; 

   

  (xvii) 444-435-1-43; 

   

  (xviii) 444-419-1-290; 

   

  (xix) 444-419-1-440; 

   

  (xx) 444-419-1-441; 

   

  (xxi) 444-419-1-331; 

   

  (xxii) 444-419-1-332; 

   

  (xxiii) 444-419-1-156; 

   

  (xxiv) 444-419-1-157; 

   

  (xxv) 444-419-1-158; 

   

  (xxvi) 444-419-1-207; 

   

  (xxvii) 444-419-1-480; 

   

  (xviii) 444-419-1-218; 

   

  (xxix) 444-419-1-483; 

  	
   

  	
   

  	
   

  



 


126

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (xxx) 444-419-1-213;

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finland

  	
   

  	
  Kympinkatu
  3, FI-40351 Jyväskylä, Finland

  	
   

  	
  Kangas

  	
   

  	
  (i) 179-14-11-18; 

   

  (ii) 179-14-11-19; 

   

  (iii) 179-14-11-20

  	
   

  	
  M-real Corporation

  	
   

  



 


127

















 


B.                                   Company Properties


 


German Companies


 


Land register folio 4738


 


	
  Register
  authority

  	
   

  	
  Local
  Court of

  Aschaffenburg

  	
   

  	
  Date
  of local authority

  search

  	
   

  	
  18.08.2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Land
  Register

  (Grundbuch)

  	
   

  	
  Stockstadt

  	
   

  	
  Boundary
  (Gemarkung)

  	
   

  	
  Stockstadt

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Folio
  (Blatt)

  	
   

  	
  4738

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property List (Bestandsverzeichnis)

  



 


	
  Serial number

  (laufende

  Nummer) 

  	
   

  	
  District

  (Flur) 

  	
   

  	
  Plot 

  (Flurstück) 

  	
   

  	
  Use and location 

  	
   

  	
  Size (in m2) 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
   

  	
   

  	
  1833/1

  	
   

  	
  building/open
  space; Am Schadenbruch 2

  	
   

  	
  3,616

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
   

  	
   

  	
  1834

  	
   

  	
  building/open
  space; Am Schadenbruch 1

  	
   

  	
  3,921

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
   

  	
   

  	
  1957

  	
   

  	
  industrial area;
  Am Schleusenweg

  	
   

  	
  1,125

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24

  	
   

  	
   

  	
   

  	
  1958

  	
   

  	
  industrial area;
  Am Schleusenweg

  	
   

  	
  550

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25

  	
   

  	
   

  	
   

  	
  1964

  	
   

  	
  industrial area;
  Beim Schleusenweg

  	
   

  	
  462

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26 

  	
   

  	
   

  	
   

  	
  2253/3 

  	
   

  	
  railway area; An
  der Aschaffenburger Straße 

  	
   

  	
  1,500 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27

  	
   

  	
   

  	
   

  	
  2253/4

  	
   

  	
  railway area; Bei
  der Aschaffenburger Straße

  	
   

  	
  1,736

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  133

  	
   

  	
   

  	
   

  	
  408/2

  	
   

  	
  railway area; An
  der Obernburger Straße

  	
   

  	
  110

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  138

  	
   

  	
   

  	
   

  	
  1560

  	
   

  	
  agriculture area; Unterer
  Gebruch

  	
   

  	
  710

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  140

  	
   

  	
   

  	
   

  	
  577/5

  	
   

  	
  building/open
  space; Nähe Hessenstraße

  	
   

  	
  371

  	
   

  



 


	
  Division I: Registered property owner

  
	
   

  
	
  M-real
  Stockstadt GmbH

  
	
   

  
	
  Division II: Encumbrances other than land charges and
  mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Encumbrances and restrictions

  
	
   

  	
   

  	
   

  
	
  577/5

  	
   

  	
  hereditary
  building right in favour of “Wohnungsfürsorge Franken”, as mentioned serial
  number 3, 4 of the property list of the hereditary building right register,
  folio 3598

  
	
   

  	
   

  	
   

  
	
  577/5 

  	
   

  	
  pre-emption right in
  favour of the respective owner of the hereditary building right 

  
	
   

  	
   

  	
   

  
	
  577/5

  	
   

  	
  pedestrian
  and vehicular right of way in favour of the respective owner of plot 609,
  folio 4738, serial number 15 of the property list

  
	
   

  	
   

  	
   

  
	
  577/5

  	
   

  	
  pedestrian
  and vehicular right of way in favour of the Free State of Bavaria

  
	
   

  	
   

  	
   

  
	
  577/5

  	
   

  	
  right
  to pass supply lines in favour of the respective owner of plot 577/30, folio
  4738, serial number 139 of the property list; plot 577/31, folio 8020, serial
  number 1 of the property list; plot 577/61, folio 8021, serial number 1 of
  the property list; plot 609, folio 4738, serial number 15 of the property
  list; plot 611, folio 8022, number 1 of the property list as well as of the
  respective owner of the hereditary building right of plot 

  



 


128

















 


	
   

  	
   

  	
  577/30,
  folio 5627

  
	
   

  	
   

  	
   

  
	
  577/5

  	
   

  	
  right
  to pass supply lines in favour of the Free State of Bavaria

  
	
   

  	
   

  	
   

  
	
  2253/4

  	
   

  	
  right
  of way for power lines in favour of Bayernwerk AG in Munich

  
	
   

  	
   

  	
   

  
	
  408/2

  	
   

  	
  boundary
  development right in favour of the respective owner of plot 408, folio 7122,
  serial number 9 of the property list

  
	
   

  	
   

  	
   

  
	
  1560

  	
   

  	
  right
  of way for power lines in favour of Bayernwerk AG in Munich

  
	
   

  	
   

  	
   

  
	
  1957,
  1958

  	
   

  	
  right
  of way for water and cable lines and right to keep installations on property
  in favour of municipal utility authority Aschaffenburg

  
	
   

  	
   

  	
   

  
	
  Unclear

  	
   

  	
  right
  of way, access and use of/for power lines and right to demand omission of
  measures that could endanger the power lines in favour of Bayerwerk AG in
  Munich

  



 


	
  Division III: Land charges and mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Land charges and mortgages

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  none

  



 


129














 


Land
register folio 4737


 


	
  Register authority

  	
   

  	
  Local Court of

  Aschaffenburg

  	
   

  	
  Date of local
  authority

  search

  	
   

  	
  30.07.2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Land Register

  (Grundbuch)

  	
   

  	
  Stockstadt

  	
   

  	
  Boundary (Gemarkung)

  	
   

  	
  Stockstadt

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Folio (Blatt)

  	
   

  	
  4737

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property
  List
  (Bestandsverzeichnis)

  	
   

  	
   

  	
   

  	
   

  



 


	
  Serial number

  (laufende

  Nummer)

  	
   

  	
  District

  (Flur)

  	
   

  	
  Plot

  (Flurstück)

  	
   

  	
  Use and location

  	
   

  	
  Size (in

  m2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
   

  	
   

  	
  1400/2

  	
   

  	
  storage
  area/fire station/administrative building/shop area/parking lots; Oberburger
  Straße 1,3,7,9

  	
   

  	
  16,786

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
   

  	
   

  	
  416/1

  	
   

  	
  railway area; An der Obernburger Straße

  	
   

  	
  1,017

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37

  	
   

  	
   

  	
   

  	
  1405

  	
   

  	
  garden area; Beim alten Stadtweg

  	
   

  	
  190

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  38

  	
   

  	
   

  	
   

  	
  1833

  	
   

  	
  building/open
  area; Am Schadenbruch

  	
   

  	
  5,872

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  39

  	
   

  	
   

  	
   

  	
  1853

  	
   

  	
  agricultural
  area; Nähe Schleusenweg

  	
   

  	
  19,907

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  48

  	
   

  	
   

  	
   

  	
  1400/5

  	
   

  	
  storage/industrial
  area (partially on plot 1400/3 and 1400/4)/clarifier; Zu Obernburger Straße 5

  	
   

  	
  30,970

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  54

  	
   

  	
   

  	
   

  	
  2300/13

  	
   

  	
  building/open
  area; An der Aschaffenburger Straße

  	
   

  	
  39,972

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  55

  	
   

  	
   

  	
   

  	
  1400/1

  	
   

  	
  building/open
  area; Obernburger Straße 5

  	
   

  	
  51,683

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  56

  	
   

  	
   

  	
   

  	
  1400/3

  	
   

  	
  building/open
  area; Obernburger Straße 5

  	
   

  	
  76,627

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  57

  	
   

  	
   

  	
   

  	
  1400/4

  	
   

  	
  building/open
  area; Nähe Obernburger Straße

  	
   

  	
  22,930

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  58

  	
   

  	
   

  	
   

  	
  1187

  	
   

  	
  building/open
  area; Obernburger Straße 9a

  	
   

  	
  41,248

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  59

  	
   

  	
   

  	
   

  	
  1400/6

  	
   

  	
  building/open
  area; Obernburger Straße 5

  	
   

  	
  53,234

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  60

  	
   

  	
   

  	
   

  	
  1400/7

  	
   

  	
  building/open
  area; Nähe Wallstadter Straße

  	
   

  	
  32,381

  	
   

  



 


Division
I: Registered property owner


 


M-real Stockstadt
GmbH


 


Division
II: Encumbrances other than land charges and mortgages


 


	
  Encumbered Plot

  	
   

  	
  Encumbrances and restrictions

  
	
   

  	
   

  	
   

  
	
  1400/5,
  1400/1

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  1853

  	
   

  	
  right of
  establishment and use of electricity lines in favour of the respective owner
  of plot 3641b Großwelzheim

  
	
   

  	
   

  	
   

  
	
  1405,
  1400/5, 1400/1

  	
   

  	
  right of
  way for power lines and right of establishment of pole in favour of
  Bayernwerk AG in Munich

  
	
   

  	
   

  	
   

  
	
  416/1

  	
   

  	
  boundary
  development right in favour of the respective owner of plot 408, folio 7122,
  serial number 9 of the property list

  
	
   

  	
   

  	
   

  
	
  2300/13

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  2300/13

  	
   

  	
  right of
  way for power lines in favour of Überlandwerk Unterfranken AG in Würzburg

  
	
   

  	
   

  	
   

  
	
  2300/13

  	
   

  	
  right of
  establishment of a transformer station of way for low tension lines in favour
  of

  



 


130

















 


	
   

  	
   

  	
  municipality
  Stockstadt am Main

  
	
   

  	
   

  	
   

  
	
  2300/13,
  1400/7

  	
   

  	
  right of
  way for water pipeline in favour of municipality Stockstadt am Main

  
	
   

  	
   

  	
   

  
	
  1400/2

  	
   

  	
  right of
  establishment of gas supply stations in favour of Gasversorgung Main-Spessart
  GmbH

  
	
   

  	
   

  	
   

  
	
  1400/5

  	
   

  	
  right of
  way for water and cable lines in favour of municipal utility authority
  Aschaffenburg

  



 


	
  Division
  III: Land charges and mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Land charges and mortgages

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  none

  



 


131

















 


Land register folio 7461


 


	
  Register authority

  	
   

  	
  Local Court of

  Aschaffenburg

  	
   

  	
  Date of local
  authority

  search

  	
   

  	
  18.08.2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Land Register

  (Grundbuch)

  	
   

  	
  Stockstadt

  	
   

  	
  Boundary (Gemarkung)

  	
   

  	
  Stockstadt

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Folio (Blatt)

  	
   

  	
  7461

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property
  List
  (Bestandsverzeichnis)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Serial number

  (laufende

  Nummer)

  	
   

  	
  District

  (Flur)

  	
   

  	
  Plot

  (Flurstück)

  	
   

  	
  Use and location

  	
   

  	
  Size (in

  m2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
   

  	
  1866/3

  	
   

  	
  building/open
  area; Aschaffenburger Straße 1

  	
   

  	
  20,401

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
   

  	
   

  	
  4706/3

  	
   

  	
  building/open
  area; Auf dem Grund 1 u. 3

  	
   

  	
  8,632

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
   

  	
   

  	
  416

  	
   

  	
  operational area; Nähe auf dem Grund

  	
   

  	
  1,832

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
   

  	
   

  	
  4706

  	
   

  	
  operational area; Nähe auf dem Grund

  	
   

  	
  2,300

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
   

  	
   

  	
  1872

  	
   

  	
  traffic
  area; Schleusenweg

  	
   

  	
  2,909

  	
   

  



 


	
  Division
  I: Registered property owner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  M-real Stockstadt
  GmbH

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Division
  II: Encumbrances other than land charges and mortgages

  	
   

  	
   

  



 


	
  Encumbered Plot

  	
   

  	
  Encumbrances and restrictions

  
	
   

  	
   

  	
   

  
	
  1866/3

  	
   

  	
  right of
  way, access and use of/for power lines and right to demand omission of
  measures that could endanger the power lines in favour of Preußische
  Elektrizitäts AG in Hannover

  
	
   

  	
   

  	
   

  
	
  1866/3

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  1866/3

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  1866/3

  	
   

  	
  right of
  way for water pipeline, cable right and right to maintain a facility in
  favour of municipal of Aschaffenburg

  
	
   

  	
   

  	
   

  
	
  416, 4706

  	
   

  	
  right of
  way for power lines and right to erect a pole (Masterrichtungsrecht)
  in favour of the Federal Republic of Germany (Bundeseisenbahnvermögen)

  
	
   

  	
   

  	
   

  
	
  4706/3,
  416, 4706

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  416, 4706

  	
   

  	
  right of
  way for cable lines (Fernmeldestreckenkabel-Leitungsrecht)
  in favour of Federal Republic of Germany (Bundeseisenbahnvermögen)

  
	
   

  	
   

  	
   

  
	
  1872

  	
   

  	
  right of
  way, access and use of/for power lines and right to demand omission of
  measures that could endanger the power lines in favour of Bayernwerk AG in
  Munich

  
	
   

  	
   

  	
   

  
	
  1872

  	
   

  	
  right of
  way for power lines in favour of the respective owner of plot 3641 of the
  boundary Großwelzheim

  
	
   

  	
   

  	
   

  
	
  1872

  	
   

  	
  right of
  way, access and use of/for power lines and right to demand omission of
  measures that could endanger the power lines in favour of Bayernwerk AG in
  Munich

  
	
   

  	
   

  	
   

  
	
  1872

  	
   

  	
  right of
  way, access and use of/for power lines and right to demand omission of
  measures that could endanger the power lines in favour of Bayernwerk AG in
  Munich

  
	
   

  	
   

  	
   

  
	
  1872

  	
   

  	
  right of
  way for power lines in favour of the respective owner of plot 3641 of the
  boundary Großwelzheim

  



 


132

















 


	
  1872

  	
   

  	
  right of
  way for gas pipelines in favour of Maingas Aktiengesellschaft in Frankfurt

  
	
   

  	
   

  	
   

  
	
  1872

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  1872

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  1872

  	
   

  	
  right of
  way for water pipeline, cable right and right to maintain a facility in
  favour of municipal of Aschaffenburg

  



 


	
  Division
  III: Land charges and mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Land charges and mortgages

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  none

  



 


133

















 


Land register folio 6858


 


	
  Register
  authority

  	
   

  	
  Local
  Court of

  Aschaffenburg

  	
   

  	
  Date of
  local authority

  search

  	
   

  	
  18.08.2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Land
  Register

  (Grundbuch)

  	
   

  	
  Stockstadt

  	
   

  	
  Boundary
  (Gemarkung)

  	
   

  	
  Stockstadt

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Folio (Blatt)

  	
   

  	
  6858

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property List (Bestandsverzeichnis)

  



 


	
  Serial number

  (laufende

  Nummer)

  	
   

  	
  District

  (Flur)

  	
   

  	
  Plot

  (Flurstück)

  	
   

  	
  Use and location

  	
   

  	
  Size (in

  m2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
   

  	
   

  	
  1866

  	
   

  	
  industrial area; An der Aschaffenburger Straße

  	
   

  	
  117,982

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
   

  	
   

  	
  2300/16

  	
   

  	
  building/open
  area; Dr. Platt Straße 6

  	
   

  	
  3,604

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
   

  	
   

  	
  2300/14

  	
   

  	
  building/open
  area; An der Dr. Platt Straße

  	
   

  	
  2,231

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
   

  	
   

  	
  2300/15

  	
   

  	
  building/open
  area; Dr. Platt Straße 4

  	
   

  	
  2,523

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
   

  	
   

  	
  1874

  	
   

  	
  agricultural
  area; Nähe Schleusenweg

  	
   

  	
  647

  	
   

  



 


	
  Division I: Registered property owner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real
  Stockstadt GmbH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Division II: Encumbrances other than land charges and
  mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Encumbrances and restrictions

  
	
   

  	
   

  	
   

  
	
  1866

  	
   

  	
  right of
  way, access and use of/for power lines and right to demand omission of
  measures that could endanger the power lines in favour of Preußische
  Elektrizitäts AG in Hannover

  
	
   

  	
   

  	
   

  
	
  1874

  	
   

  	
  right of
  way for power lines in favour of the respective owner of plot 3641 of the
  boundary Großwelzheim

  
	
   

  	
   

  	
   

  
	
  1866

  	
   

  	
  right of
  way, access and use of/for power lines and right to demand omission of
  measures that could endanger the power lines in favour of Preußische
  Elektrizitäts AG in Hannover

  
	
   

  	
   

  	
   

  
	
  1866

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  1866

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  1874

  	
   

  	
  right of
  way for channels in favour of Zweckverband Abwasserbeseitigung Untermain in
  Kleinostheim

  
	
   

  	
   

  	
   

  
	
  2300/16

  	
   

  	
  right of
  way for power lines in favour of Überlandwerk Unterfranken AG in Würzburg

  
	
   

  	
   

  	
   

  
	
  2300/16

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  1866,
  1874

  	
   

  	
  right of
  way for water pipeline, cable right and right to maintain a facility in
  favour of Stadtwerke Aschaffenburg

  



 


	
  Division III: Land charges and mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Land charges and mortgages

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  none

  



 


134

















 


Land
register folio 8311


 


	
  Register
  authority

  	
   

  	
  Local
  Court of

  Aschaffenburg

  	
   

  	
  Date of
  local authority

  search

  	
   

  	
  18.08.2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Land
  Register

  (Grundbuch)

  	
   

  	
  Stockstadt

  	
   

  	
  Boundary
  (Gemarkung)

  	
   

  	
  Stockstadt

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Folio (Blatt)

  	
   

  	
  8311

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property List (Bestandsverzeichnis)

  



 


	
  Serial number

  (laufende

  Nummer)

  	
   

  	
  District

  (Flur)

  	
   

  	
  Plot

  (Flurstück)

  	
   

  	
  Use and location

  	
   

  	
  Size (in 

  m2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
   

  	
   

  	
  1866/16

  	
   

  	
  building/open
  area; Nähe Aschaffenburger Straße

  	
   

  	
  16,800

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
   

  	
  1866/17

  	
   

  	
  building/open
  area; Nähe Aschaffenburger Straße

  	
   

  	
  4,000

  	
   

  



 


	
  Division I: Registered property owner

  
	
   

  
	
  M-real
  Stockstadt GmbH

  
	
   

  
	
  Division II: Encumbrances other than land charges and
  mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Encumbrances and restrictions

  
	
   

  	
   

  	
   

  
	
  1866/16,
  1866/17

  	
   

  	
  right of
  way, access and use of/for power lines and right to demand omission of
  measures that could endanger the power lines in favour of Preußische
  Elektrizitäts AG in Hannover

  
	
   

  	
   

  	
   

  
	
  1866/16,
  1866/17

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  1866/16,
  1866/17

  	
   

  	
  right of
  way for power lines in favour of RWE Energie AG in Essen

  
	
   

  	
   

  	
   

  
	
  1866/16,
  1866/17

  	
   

  	
  right of
  way for water pipeline, cable right and right to maintain a facility in
  favour of municipal of Aschaffenburg

  



 


	
  Division III: Land charges and mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Land charges and mortgages

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  none

  



 


135














 


Land register folio
6934


 


	
  Register
  authority

  	
   

  	
  Local Court of

  Aschaffenburg

  	
   

  	
  Date of
  local authority

  search

  	
   

  	
  18.08.2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Land
  Register

  (Grundbuch)

  	
   

  	
  Stockstadt

  	
   

  	
  Boundary
  (Gemarkung)

  	
   

  	
  Stockstadt

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Folio (Blatt)

  	
   

  	
  6934

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property List (Bestandsverzeichnis)

  



 


	
  Serial number

  (laufende

  Nummer)

  	
   

  	
  District 

  (Flur)

  	
   

  	
  Plot

  (Flurstück)

  	
   

  	
  Use and location

  	
   

  	
  Size (in

  m2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
   

  	
   

  	
  1834/1

  	
   

  	
  building/open
  area/garden; Am Schadenbruch 3

  	
   

  	
  1,314

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
   

  	
  1834/2

  	
   

  	
  garage/garden;
  Am Schadenbruch

  	
   

  	
  1,163

  	
   

  



 


	
  Division I: Registered property owner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real
  Stockstadt GmbH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Division II: Encumbrances other than land charges and
  mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Encumbrances and restrictions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  none

  



 


	
  Division III: Land charges and mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Land charges and mortgages

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  none

  



 


136

















 


Hereditary building
right register folio 6465


 


	
  Register
  authority

  	
   

  	
  Local
  Court of Aschaffenburg

  	
   

  	
  Date of
  local authority

  search

  	
   

  	
  18.08.2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hereditary
  building right register

  (Erbbaugrundbuch)

  	
   

  	
  Stockstadt

  	
   

  	
  Boundary
  (Gemarkung)

  	
   

  	
  Stockstadt

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Folio (Blatt)

  	
   

  	
  6465

  	
   

  	
   

  	
   

  	
   

  



 


	
  Property List (Bestandsverzeichnis)

  



 


	
  Serial number 

  (laufende

  Nummer)

  	
   

  	
  District (Flur)

  	
   

  	
  Plot (Flurstück)

  	
   

  	
  Use and location

  	
   

  	
  Size (in m2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
   

  	
   

  	
  1866/5

  	
   

  	
  Lerchenrain,

  	
   

  	
  8,297

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Hutung

  	
   

  	
   

  	
   

  



 


	
  Division I: Registered holder of the hereditary building
  right

  
	
   

  
	
  M-real
  Stockstadt GmbH

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Division II: Encumbrances other than land charges and
  mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Encumbrances and restrictions

  
	
   

  	
   

  	
   

  
	
  1866/5

  	
   

  	
  ground
  rent of €8,696.49 per year on the hereditary building right in favour of the
  respective owner of plot 1866/5, folio 5602, serial number 3 of the property
  list

  
	
   

  	
   

  	
   

  
	
  1866/5

  	
   

  	
  right of
  way for power lines in favour of Bayernwerk AG in Munich

  
	
   

  	
   

  	
   

  
	
  1866/5

  	
   

  	
  ground
  rent of €8,569.22 on the hereditary building right in favour of the
  respective owner of plot 1866/5, folio 5602, serial number 3 of the property
  list

  
	
   

  	
   

  	
   

  
	
  1866/5

  	
   

  	
  real
  covenant, obligation of payment of €1,817.39 per year as a difference between
  the new ground rent on the hereditary building right and the ground rent
  registered under the serial number 5 in division II in favour of the
  respective owner of plot 1866/5; in case of judicial sale the main claim
  persists

  
	
   

  	
   

  	
   

  
	
  1866/5

  	
   

  	
  right of
  way for power lines in favour of Preußische Elektrizitäts-AG in Hannover

  



 


	
  Division III: Land charges and mortgages

  



 


	
  Encumbered Plot

  	
   

  	
  Land charges and mortgages

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  none

  



 


	
  Remarks

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property
  owner of encumbered property: Bayernhafen GmbH & Co. KG

  
	
   

  
	
  Initial
  term of hereditary building right expires on 31.03.2032. The assignment and
  encumbrances of the hereditary building right require consent of the property
  owner.

  



 


137

















 


Hereditary building
right agreement


 


	
  Owner of the property /

  Beneficiary

  	
   

  	
  Property

  	
   

  	
  Type of use

  	
   

  	
  Date of signature (Owner of

  the property / Beneficiary)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Free State of Bavaria / Papierwerke “Waldhof-Aschaffenburg” AG (that
  is M-real Stockstadt GmbH today)

  	
   

  	
  Parcel 1866/5 of the boundary of Stockstadt

  	
   

  	
  Storage and handling of basic materials

  	
   

  	
  24 March 1972 / 24 March 1972

  



 


Lease agreements
with M-real Stockstadt GmbH as landlord


 


	
  Landlord / Tenant

  	
   

  	
  Property

  	
   

  	
  Type of use

  	
   

  	
  Date of signature (Landlord /

  Tenant)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real Stockstadt GmbH / H+B Holz- und
  Bodenrecycling GmbH & Co. KG

  	
   

  	
  63811 Stockstadt, Aschaffenburger Straße 1

  	
   

  	
  Storage

  	
   

  	
  7 December 2007 / 7 December 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real Stockstadt GmbH / IBM Deutschland
  GmbH

  	
   

  	
  63811 Stockstadt, Oberburgerstraße 1-9

  	
   

  	
  Storage and office

  	
   

  	
  5 October 2007 / 8 October 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCA FINE PAPER GmbH (that is M-real Stockstadt GmbH today) /
  Chemische Werke Zell-Wildshausen GmbH

  	
   

  	
  Unclear

  	
   

  	
  Preparation of special products (Aufbereitung von Lignin
  –Produkten)

  	
   

  	
  9 October 1997 / not dated

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real Stockstadt GmbH / Tiffany Long

  	
   

  	
  63811 Stockstadt, Am Schadenbruch 1

  	
   

  	
  Appartement

  	
   

  	
  24 January 2005 / 24 January 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real Stockstadt GmbH / Renate Zang

  	
   

  	
  63811 Stockstadt, Am Schadenbruch 1 (first floor, right)

  	
   

  	
  Appartement

  	
   

  	
  15 November 2004 / 29 November 2004

  



 


138

















 


Lease agreements
with CN Papiervertriebs GmbH, the German Subsidiary and M-real Stockstadt GmbH
as tenant


 


	
  Landlord / Tenant

  	
   

  	
  Property

  	
   

  	
  Type of use

  	
   

  	
  Date of signature (Landlord /

  Tenant)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Free State of Bavaria / PWA Grafische Papiere GmbH (that is M-real
  Stockstadt GmbH today)

  	
   

  	
  Part of parcel 1866/4 of the city of Stockstadt

  	
   

  	
  Storage

  	
   

  	
  Illegible / not dated

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Peter Notzon and Christa Notzon / CN Papiervertriebs GmbH

  	
   

  	
  Unclear

  	
   

  	
  Agency for trade with paper (Papierhandelsagentur)

  	
   

  	
  27 December 1995 / 27 December 1995

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PWA Waldhof GmbH / Chemische Werke
  Zell-Wildshausen GmbH

  	
   

  	
  Parts of the property located in 6800 Mannheim, Sandhofer Straße 176

  	
   

  	
  Factory regarding the production of
  caoutchouc materials (Betrieb zur Herstellung
  von Kautschuk-Verarbeitungsmitteln)

  	
   

  	
  2 June 1987 / 15 May 1987

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WeylChem GmbH / Chemische Werke
  Zell-Wildshausen GmbH

  	
   

  	
  68305 Mannheim, Sandhofer Straße 96

  	
   

  	
  Storage for special chemical material (Magnesiumligninsulfat))

  	
   

  	
  10 February 2006 / 7 February 2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rasching GmbH (sub-landlord) / Chemische
  Werke Zell-Wildshausen GmbH (sub-tenant)

  	
   

  	
  Mundenheimer Altrheinhafen

  	
   

  	
  Storage for special chemical material (Magnesiumligninsulfat)

  	
   

  	
  23 December 2004 / 21 December 2004

  



 


Licence agreement (Gestattungsvertrag)


 


	
  Parties

  	
   

  	
  Property

  	
   

  	
  Type of use

  	
   

  	
  Date of signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Free State of Bavaria / PWA Grafische Papiere AG (that is M-real
  Stockstadt GmbH today) as beneficiary

  	
   

  	
  Parcel 1866/1 of the boundary of Stockstadt

  	
   

  	
  Construction and operation of facilities according to building plans
  in particular a facility to extinguish oil (Öllöschanlage),
  a pump station and a oil line

  	
   

  	
  21 August 1978 / 22 December 1976 /

  



 


139

















 


User agreement (Nutzungsvertrag)


 


	
  Parties

  	
   

  	
  Property

  	
   

  	
  Type of use

  	
   

  	
  Date of signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Federal Republic of Germany / SCA FINE PAPER GmbH (that is M-real
  Stockstadt GmbH today) as beneficiary

  	
   

  	
  Boundary Stockstadt, parcels 5802 and 1400/8

  	
   

  	
  Construction and operation of a special facility (Molchstation)
  and a loading platform with a pipeline to a pumping house (Pumphaus) regarding handling of calcium carbonate

  	
   

  	
  21 May 1999 / 5 January 1999

  



 


140














 


Swiss
Company


 


	
  Country

  	
   

  	
  Property

  Address

  	
   

  	
  Number

  	
   

  	
  Nature of title

  	
   

  	
  Use

  	
   

  	
  Property Owner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Laubsack,
  Derendingen

  	
   

  	
  Derendingen
  Nr. 86

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Grütacker,
  Derendingen

  	
   

  	
  Derendingen Nr. 87

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Chessleren,
  Derendingen

  	
   

  	
  Derendingen Nr. 1172

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Chessleren,
  Derendingen

  	
   

  	
  Derendingen Nr. 1179

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Dorf,
  Biberist

  	
   

  	
  Biberist Nr. 776

  	
   

  	
  Collective ownership

  	
   

  	
   

  	
   

  	
  Simple
  partnership: Emmenhof Immobilien AG, Scintilla AG, Hydroelectra (Emmenhof
  Immobilien AG, M-Real Biberist AG, Hydroelectra AG, ADEV Wasserkraftwerk AG)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Papierfabrik,
  Biberist

  	
   

  	
  Biberist Nr. 777

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Eichmatt,
  Biberist

  	
   

  	
  Biberist Nr. 887

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Grossmatt,
  Untergrütmatt, Biberist

  	
   

  	
  Biberist Nr. 944

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Grütschachen,
  Biberist

  	
   

  	
  Biberist Nr. 975

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Grütschachen,
  Biberist

  	
   

  	
  Biberist Nr. 1495

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  



 


141

















 


	
  Country

  	
   

  	
  Property

  Address

  	
   

  	
  Number

  	
   

  	
  Nature of title

  	
   

  	
  Use

  	
   

  	
  Property Owner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Grütschachen,
  Biberist

  	
   

  	
  Biberist Nr. 1496

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Winkelmatt,
  Biberist

  	
   

  	
  Biberist Nr. 1989

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Eichmatt,

  Biberist

  	
   

  	
  Biberist Nr. 2838

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Winkelmatt,
  Biberist

  	
   

  	
  Biberist Nr. 3352

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Hochwald,
  Wiler

  b. Utzenstorf

  	
   

  	
  Wiler b. Utzenstorf Nr. 488

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Hochwald,
  Wiler

  b. Utzenstorf

  	
   

  	
  Wiler b. Utzenstorf Nr. 50

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Hochwald,
  Wiler

  b. Utzenstorf

  	
   

  	
  Wiler b. Utzenstorf Nr. 51

  	
   

  	
  Sole ownership

  	
   

  	
  Source right (Quellenrecht)

  	
   

  	
  M-Real Biberist AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  Grütschachen, Biberist

  	
   

  	
  Biberist Nr. 976

  	
   

  	
  Sole ownership

  	
   

  	
   

  	
   

  	
  M-Real Biberist AG

  	
   

  



 


The above list is supplemenetd by the information
contained in the public land register or in the supporting documents (Belege filed) filed with
the respective land register.


 


142

















 


SCHEDULE 10


 


(MILL BUSINESS FIXED ASSET REGISTER)


 


(see Attachment 31)


 


143














 


SCHEDULE 11


 


(BUSINESS INTELLECTUAL
PROPERTY)


 


Part A: Business Intellectual Property (Trade Marks)


 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Denmark

  	
   

  	
  1468-1968

  	
   

  	
  31/05/1998

  	
   

  	
  HALLEIN

  	
   

  	
  EUROART

  	
   

  	
  16

  	
   

  	
  31/05/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Norway

  	
   

  	
  74701

  	
   

  	
  12/07/1998

  	
   

  	
  HALLEIN

  	
   

  	
  EUROART

  	
   

  	
  16

  	
   

  	
  12/07/2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Austria

  	
   

  	
  130050

  	
   

  	
  14/03/1990

  	
   

  	
  HALLEIN

  	
   

  	
  EUROART

  	
   

  	
  16

  	
   

  	
  14/03/2010

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  554781

  	
   

  	
  17/05/1990

  	
   

  	
  HALLEIN

  	
   

  	
  EUROART

  	
   

  	
  16

  	
   

  	
  17/05/2010

  	
   

  	
  Bulgaria, Benelux, Switzerland, Algeria,
  Egypt, Spain, France, Hungary, Italy, Morocco, Montenegro, Portugal, Romania,
  Russian Federation, Serbia and Montenegro

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Denmark

  	
   

  	
  07437/1992

  	
   

  	
  07/08/1992

  	
   

  	
  M-REAL CORP

  	
   

  	
  TAURO

  	
   

  	
  16

  	
   

  	
  07/08/2012

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Kingdom

  	
   

  	
  2007440

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
  11/01/2015

  	
   

  	
   

  



 


144

















 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  818672

  	
   

  	
  24/09/2003

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
  24/09/2008

  	
   

  	
  Austria, Australia, Bulgaria, Benelux,
  Switzerland, China, Czech Republic, Germany, Denmark, Estonia, Spain, France,
  United Kingdom, Greece, Hungary, Ireland, Iceland, Italy, Lithuania, Latvia,
  Morocco, Norway, Poland, Portugal, Romania, Russian Federation, Sweden,
  Singapore, Slovenia, Slovakia, Turkey, Ukraine

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Germany

  	
   

  	
  818672

  	
   

  	
  24/09/2003

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Argentina

  	
   

  	
  2020588

  	
   

  	
  12/04/2005

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
  12/04/2015

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Brazil

  	
   

  	
  825840414

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canada

  	
   

  	
  1192034

  	
   

  	
  22/10/2003

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hong Kong

  	
   

  	
  300081468

  	
   

  	
  18/09/2003

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
  18/09/2013

  	
   

  	
   

  



 


145

















 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  South Africa

  	
   

  	
  2003/16391

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Malaysia

  	
   

  	
  03012988

  	
   

  	
  26/09/2003

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
  28/03/2013

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indonesia

  	
   

  	
  D00200326760-26981

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U S A

  	
   

  	
  3348038

  	
   

  	
  04/12/2007

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
  04/12/2013

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Peru

  	
   

  	
  93953

  	
   

  	
  06/01/2004

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
  06/01/2014

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  342786B

  	
   

  	
  04/03/1968

  	
   

  	
  M-REAL CORP

  	
   

  	
  EUROART

  	
   

  	
  16

  	
   

  	
  04/03/2018

  	
   

  	
  Benelux, Czech Republic, Germany, France,
  United Kingdom, Croatia, Hungary, Italy, Liechtenstein, Morocco, Monaco,
  Montenegro, Macedonia, Portugal, Romania, Slovenia, Slovakia, Serbia and
  Montenegro

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ireland

  	
   

  	
  137285

  	
   

  	
  30/01/1990

  	
   

  	
  M-REAL CORP

  	
   

  	
  EUROART

  	
   

  	
  16

  	
   

  	
  30/01/2017

  	
   

  	
   

  



 


146

















 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Austria

  	
   

  	
  61406

  	
   

  	
  19/03/1998

  	
   

  	
  M-REAL CORP

  	
   

  	
  EUROART

  	
   

  	
  16, 26, 27

  	
   

  	
  19/03/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Austria

  	
   

  	
  61106

  	
   

  	
  30/01/1998

  	
   

  	
  M-REAL CORP

  	
   

  	
  EUROART

  	
   

  	
  16, 26, 27

  	
   

  	
  30/01/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  807106

  	
   

  	
  04/07/2003

  	
   

  	
  M-REAL CORP

  	
   

  	
  HEAD OF A BULL

  	
   

  	
  16

  	
   

  	
  04/07/2013

  	
   

  	
  Austria, Benelux, Switzerland, Denmark,
  Spain, France, United Kingdom, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Germany

  	
   

  	
  303184949

  	
   

  	
  23/06/2003

  	
   

  	
  M-REAL CORP

  	
   

  	
  HEAD OF A BULL

  	
   

  	
  16

  	
   

  	
  30/04/2013

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finland

  	
   

  	
  239503

  	
   

  	
  31/05/2007

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
  31/05/2017

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Germany

  	
   

  	
  2008164*

  	
   

  	
  14/01/1992

  	
   

  	
  PWA

  	
   

  	
  TAURO

  	
   

  	
  16

  	
   

  	
  11/03/2011

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  582145*

  	
   

  	
  24/01/1992

  	
   

  	
  PWA

  	
   

  	
  TAURO

  	
   

  	
  16

  	
   

  	
  24/01/2012

  	
   

  	
  Austria, Benelux, Switzerland, Spain,
  France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Kingdom

  	
   

  	
  1489054*

  	
   

  	
  30/07/1993

  	
   

  	
  SCA FINE

  	
   

  	
  TAURO

  	
   

  	
  16

  	
   

  	
  28/01/2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canada

  	
   

  	
  TMA453712*

  	
   

  	
  09/02/1996

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  PURITY GLOSS & MATTE &
  DESIGN

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  



 


147

















 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  582145*

  	
   

  	
  24/01/1992

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  TAURO

  	
   

  	
  16

  	
   

  	
  24/01/2012

  	
   

  	
  Austria, Benelux, Switzerland, Spain,
  France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Germany

  	
   

  	
  2008164*

  	
   

  	
  14/01/1992

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  TAURO

  	
   

  	
  16

  	
   

  	
  28/03/2011

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  617884*

  	
   

  	
  25/03/1994

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  Design only

  	
   

  	
  16

  	
   

  	
  25/03/2014

  	
   

  	
  Austria, Benelux, Switzerland, Spain,
  France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  617296*

  	
   

  	
  12/03/1994

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  DUOFLEX

  	
   

  	
  20

  	
   

  	
  12/03/2014

  	
   

  	
  Austria, Benelux, Switzerland, Spain,
  France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  609192*

  	
   

  	
  12/10/1993

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  WEBIO

  	
   

  	
  16

  	
   

  	
  12/10/2013

  	
   

  	
  Austria, Benelux, Switzerland, Spain,
  France, Italy, Portugal

  



 


148

















 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  608989*

  	
   

  	
  30/09/1993

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  SABLANCA

  	
   

  	
  16

  	
   

  	
  30/09/2013

  	
   

  	
  Austria, Benelux, Switzerland, Spain,
  France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  608988*

  	
   

  	
  30/09/1993

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  LAGLISSA

  	
   

  	
  16

  	
   

  	
  30/09/2013

  	
   

  	
  Austria, Benelux, Switzerland, Spain,
  France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  608990*

  	
   

  	
  30/09/1993

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  YANGONA

  	
   

  	
  16

  	
   

  	
  30/09/2013

  	
   

  	
  Austria, Benelux, Switzerland, Spain,
  France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  608987*

  	
   

  	
  30/09/1993

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  LADIFFE

  	
   

  	
  16

  	
   

  	
  30/09/2013

  	
   

  	
  Austria, Benelux, Switzerland, Spain,
  France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  602266*

  	
   

  	
  12/05/1993

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  COBIO

  	
   

  	
  16

  	
   

  	
  12/05/2013

  	
   

  	
  Austria, Benelux, Switzerland, Spain,
  France, Italy, Portugal

  



 


149














 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  595829*

  	
   

  	
  12/12/1992

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  Design only

  	
   

  	
  16

  	
   

  	
  12/12/2012

  	
   

  	
  Austria, Benelux, Switzerland, Spain, France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  591657*

  	
   

  	
  27/08/1992

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  AMBIONA

  	
   

  	
  16

  	
   

  	
  27/08/2012

  	
   

  	
  Austria, Benelux, Switzerland, Spain, France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  591658*

  	
   

  	
  27/08/1992

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  PROCOL

  	
   

  	
  16

  	
   

  	
  27/08/2012

  	
   

  	
  Austria, Benelux, Switzerland, Spain, France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  591659*

  	
   

  	
  27/08/1992

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  GOLDINA

  	
   

  	
  16

  	
   

  	
  27/08/2012

  	
   

  	
  Austria, Benelux, Switzerland, Spain, France, Italy, Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  544055*

  	
   

  	
  20/09/1989

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  PWA GRAFISCHE PAPIERE

  	
   

  	
  16

  	
   

  	
  20/09/2009

  	
   

  	
  Austria, Benelux, Switzerland, Germany, Algeria, Egypt, Spain,
  France, Italy, Morocco, Portugal

  



 


150

















 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  R 414877*

  	
   

  	
  12/04/1975

  	
   

  	
  PWA GRAFISCHE PAPIERE GmbH

  	
   

  	
  PWA

  	
   

  	
  1, 16

  	
   

  	
  12/04/2015

  	
   

  	
  Austria, Benelux, Switzerland, Czech Republic, Germany, Spain,
  France, Croatia, Italy, Liechtenstein, Macedonia, Portugal, Slovenia,
  Slovakia, Yugoslavia, Serbia & Montenegro

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.

  	
   

  	
  2814409*

  	
   

  	
  17/02/04

  	
   

  	
  SCA FINE PAPER GmbH

  	
   

  	
  EURO ART

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Kingdom

  	
   

  	
  1568931*

  	
   

  	
  28/04/1995

  	
   

  	
  SCA FINE PAPER GmbH

  	
   

  	
  DUOFLEX

  	
   

  	
  20

  	
   

  	
  15/03/2011

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Kingdom

  	
   

  	
  1547644*

  	
   

  	
  17/06/1994

  	
   

  	
  SCA FINE PAPER GmbH

  	
   

  	
  SABLANCA

  	
   

  	
  16

  	
   

  	
  03/04/2010

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Kingdom

  	
   

  	
  1489054*

  	
   

  	
  30/07/1993

  	
   

  	
  SCA FINE PAPER GmbH

  	
   

  	
  TAURO

  	
   

  	
  16

  	
   

  	
  28/01/2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  695222*

  	
   

  	
  28/05/1998

  	
   

  	
  SCA FINE PAPER GmbH

  	
   

  	
  EURO DIGITAL

  	
   

  	
  16

  	
   

  	
  28/05/2018

  	
   

  	
  Finland, Norway, Sweden

  



 


151

















 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Russian Federation

  	
   

  	
  209216

  	
   

  	
  28/02/2002

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE ART

  	
   

  	
  16

  	
   

  	
  11/02/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hungary

  	
   

  	
  156609

  	
   

  	
  04/05/1999

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE ART

  	
   

  	
  16

  	
   

  	
  18/03/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Czech Republic

  	
   

  	
  220250

  	
   

  	
  27/09/1999

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE ART

  	
   

  	
  16

  	
   

  	
  20/03/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Slovakia

  	
   

  	
  189979

  	
   

  	
  20/03/2000

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE ART

  	
   

  	
  16

  	
   

  	
  27/03/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Poland

  	
   

  	
  128980

  	
   

  	
  20/04/2001

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE ART

  	
   

  	
  16

  	
   

  	
  19/03/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Register

  	
   

  	
  798366

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE IMAGE

  	
   

  	
  16

  	
   

  	
  14/02/2013

  	
   

  	
  AT, AU, BG, BX,
  CH, CN, CZ, DE, DK, EE, FR, GB, GR, HU, IE, IS, IT, LT, LV, NO, PL, PT, RO,
  RU, SE, SG, SI, SK, TR, UA 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.A.

  	
   

  	
  2857938

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE IMAGE

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  



 


152

















 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.A.

  	
   

  	
  2860140

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE VISION

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canada

  	
   

  	
  TMA617754

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE VISION

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finland

  	
   

  	
  228137

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE IMAGE

  	
   

  	
  16

  	
   

  	
  29/08/2013

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finland

  	
   

  	
  228136

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE VISION

  	
   

  	
  16

  	
   

  	
  29/08/2013

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   Canada

  	
   

  	
  TMA617961

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE IMAGE

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Register

  	
   

  	
  798364

  	
   

  	
  14/02/2003

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE VISION

  	
   

  	
  16

  	
   

  	
  14/02/2013

  	
   

  	
  AT, AU, BG, BX,
  CH, CN, CZ, DE, DK, EE, FR, GB, GR, HU, IE, IS, IT, LT, LV, NO, PL, PT, RO,
  RU, SE, SG, SI, SK, TR, UA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EU

  	
   

  	
  000516518

  	
   

  	
  25/05/1999

  	
   

  	
  M-REAL CORP

  	
   

  	
  era

  	
   

  	
  16

  	
   

  	
  21/04/2017

  	
   

  	
  Austria, Belgium, Cyprus, Czech Republic, Germany, Denmark, Estonia,
  Spain, Finland, France, United Kingdom, Greece, Hungary, Ireland, Italy,
  Lithuania, Luxemburg, Latvia, Malta, The Netherlands, Poland, Portugal,
  Sweden, Slovenia, Slovakia

  



 


153

















 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EU

  	
   

  	
  001503879

  	
   

  	
  14/06/2001

  	
   

  	
  M-REAL CORP

  	
   

  	
  era ENVIRONMENTALLY RESPONSIBLE APPROACH

  	
   

  	
  16

  	
   

  	
  09/02/2010

  	
   

  	
  Austria, Belgium, Cyprus, Czech Republic, Germany, Denmark, Estonia,
  Spain, Finland, France, United Kingdom, Greece, Hungary, Ireland, Italy,
  Lithuania, Luxemburg, Latvia, Malta, The Netherlands, Poland, Portugal,
  Sweden, Slovenia, Slovakia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Kingdom

  	
   

  	
  2047640

  	
   

  	
  20/03/1998

  	
   

  	
  M-REAL CORP

  	
   

  	
  ERA

  	
   

  	
  16

  	
   

  	
  06/12/2015

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Trade Mark

  	
   

  	
  342786A

  	
   

  	
  04/03/1988

  	
   

  	
  M-Real Hallein AG

  	
   

  	
  EUROART

  	
   

  	
  16

  	
   

  	
  17/05/2010

  	
   

  	
  Tunisia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Denmark

  	
   

  	
  VR004630 1994*

  	
   

  	
   

  	
   

  	
  PWA GRAFISCHE PAPIERE

  	
   

  	
  SYMBIO

  	
   

  	
  16

  	
   

  	
  15/07/2014

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  431432

  	
   

  	
   

  	
   

  	
  Papierfabrik

  	
   

  	
  BIBER Q

  	
   

  	
  16, 40

  	
   

  	
  10/08/2017

  	
   

  	
   

  



 






* Trade marks indicated with an asterisk are registered in the former
name of a Group Company and will be transferred to the Relevant Purchasers
under clause 3 of the Master Agreement


 


154

















 


Part B: Business
Intellectual Property (Patents)


 


	
  Patent name

  	
   

  	
  Patent number

  	
   

  	
  Granted /
  Application

  	
   

  	
  Owner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Calandered paper product and a method for producing a calendered
  paper web

  	
   

  	
  FI111401

  	
   

  	
  Granted

  	
   

  	
  (M-real Corporation)

  	
   

  	
  Kangas

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Method of producing printed matter

  	
   

  	
  FI109415

  	
   

  	
  Granted

  	
   

  	
  (M-real Corporation)

  	
   

  	
  Kangas

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Process and coating composition for coating and paper web

  	
   

  	
  FI117875

  	
   

  	
  Granted

  	
   

  	
  (M-real Corporation)

  	
   

  	
  Kangas

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Methods for controlling print quality

  	
   

  	
  FI20065394

  	
   

  	
  Application

  	
   

  	
  M-real Corporation

  	
   

  	
  Kirkniemi/Kangas/Husum

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Menetelmä ja laitteisto mekaanista massaa sisältävän ohuen
  paperirainan kaksipuoliseksi päällystämiseksi

  	
   

  	
  FI924960

  	
   

  	
  Granted

  	
   

  	
  M-real Corporation / Valmet

  	
   

  	
  Kirkniemi

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Method and apparatus for producing mechanical fibers

  	
   

  	
  FI20022050

  	
   

  	
  Application

  	
   

  	
  M-real Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Filler for the manufacture of base paper and method for the
  manufacture of base paper

  	
   

  	
  FI20012328

  	
   

  	
  Granted

  	
   

  	
  M-real Corporation

  	
   

  	
  Kirkniemi/Kangas/Husum/Stockstadt

  



 


155

















 


	
  Patent name

  	
   

  	
  Patent number

  	
   

  	
  Granted /
  Application

  	
   

  	
  Owner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Procedure for the manufacture of paper

  	
   

  	
  FI962701

  	
   

  	
  Granted

  	
   

  	
  M-real Corporation

  	
   

  	
  Kirkniemi/Kangas/Husum/Stockstadt/Hallein

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Process and coating colour for coating of paper and board

  	
   

  	
  FI970133

  	
   

  	
  Granted

  	
   

  	
  M-real Corporation

  	
   

  	
  Kirkniemi

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Method for producing a paper for coating

  	
   

  	
  FI971841

  	
   

  	
  Granted

  	
   

  	
  M-real Corporation

  	
   

  	
  Kirkniemi/Kangas

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paper web and a method for the production thereof

  	
   

  	
  FI973704

  	
   

  	
  Granted

  	
   

  	
  M-real Corporation

  	
   

  	
  Kirkniemi/Husum

  



 


Utility models


 


	
  Name

  	
   

  	
  Number

  	
   

  	
  Owner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marginaalipelti

  	
   

  	
  U20060471

  	
   

  	
  M-real Corporation

  	
   

  	
  Kirkniemi

  



 


156














 


Part C: GALERIE Marks


 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Russian Federation

  	
   

  	
  209216

  	
   

  	
  28/02/2002

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE ART

  	
   

  	
  16

  	
   

  	
  11/02/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hungary

  	
   

  	
  156609

  	
   

  	
  04/05/1999

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE ART

  	
   

  	
  16

  	
   

  	
  18/03/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Czech Republic

  	
   

  	
  220250

  	
   

  	
  27/09/1999

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE ART

  	
   

  	
  16

  	
   

  	
  20/03/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Slovakia

  	
   

  	
  189979

  	
   

  	
  20/03/2000

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE ART

  	
   

  	
  16

  	
   

  	
  27/03/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Poland

  	
   

  	
  128980

  	
   

  	
  20/04/2001

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE ART

  	
   

  	
  16

  	
   

  	
  19/03/2018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Kingdom

  	
   

  	
  2007440

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE

  	
   

  	
  16

  	
   

  	
  11/01/2015

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Register

  	
   

  	
  798366

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE IMAGE

  	
   

  	
  16

  	
   

  	
  14/02/2013

  	
   

  	
  AT, AU, BG, BX,
  CH, CN, CZ, DE, DK, EE, FR, GB, GR, HU, IE, IS, IT, LT, LV, NO, PL, PT, RO,
  RU, SE, SG, SI, SK, TR, UA 

  



 


157

















 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.A.

  	
   

  	
  2857938

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE IMAGE

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.A.

  	
   

  	
  2860140

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE VISION

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canada

  	
   

  	
  TMA617754

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE VISION

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finland

  	
   

  	
  228137

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE IMAGE

  	
   

  	
  16

  	
   

  	
  29/08/2013

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finland

  	
   

  	
  228136

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE VISION

  	
   

  	
  16

  	
   

  	
  29/08/2013

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canada

  	
   

  	
  TMA617961

  	
   

  	
   

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE IMAGE

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Register

  	
   

  	
  798364

  	
   

  	
  14/02/2003

  	
   

  	
  M-REAL CORP

  	
   

  	
  GALERIE VISION

  	
   

  	
  16

  	
   

  	
  14/02/2013

  	
   

  	
  AT, AU, BG, BX,
  CH, CN, CZ, DE, DK, EE, FR, GB, GR, HU, IE, IS, IT, LT, LV, NO, PL, PT, RO,
  RU, SE, SG, SI, SK, TR, UA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EU

  	
   

  	
  000516518

  	
   

  	
  25/05/1999

  	
   

  	
  M-REAL CORP

  	
   

  	
  era

  	
   

  	
  16

  	
   

  	
  21/04/2017

  	
   

  	
  Austria, Belgium, Cyprus, Czech Republic, Germany, Denmark, Estonia,
  Spain, Finland, France, United Kingdom, Greece, 

  



 


158

















 


	
  Country

  	
   

  	
  Appln/Reg nr

  	
   

  	
  Granted

  	
   

  	
  Applicant

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Renewal

  date

  	
   

  	
  Designated countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Hungary, Ireland, Italy, Lithuania, Luxemburg, Latvia, Malta, The
  Netherlands, Poland, Portugal, Sweden, Slovenia, Slovakia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EU

  	
   

  	
  001503879

  	
   

  	
  14/06/2001

  	
   

  	
  M-REAL CORP

  	
   

  	
  era ENVIRONMENTALLY RESPONSIBLE APPROACH

  	
   

  	
  16

  	
   

  	
  09/02/2010

  	
   

  	
  Austria, Belgium, Cyprus, Czech Republic, Germany, Denmark, Estonia,
  Spain, Finland, France, United Kingdom, Greece, Hungary, Ireland, Italy,
  Lithuania, Luxemburg, Latvia, Malta, The Netherlands, Poland, Portugal,
  Sweden, Slovenia, Slovakia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Kingdom

  	
   

  	
  2047640

  	
   

  	
  20/03/1998

  	
   

  	
  M-REAL CORP

  	
   

  	
  ERA

  	
   

  	
  16

  	
   

  	
  06/12/2015

  	
   

  	
   

  



 


159

















 


Part D: Registered Design


 


	
  Country

  	
   

  	
  Application number

  	
   

  	
  Applicant

  	
   

  	
  Design

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  CH131884 (Design)

  	
   

  	
  M-REAL CORP

  	
   

  	
  Tragenheit

  	
   

  



 


160














 


SCHEDULE 12


 


(EMPLOYEES)


 


To the extent that in Germany a failure to
fulfil such obligations may render this Agreement in its current form void or
inoperable there is a legally binding obligation imposed on any member of the
Sellers’ Group which requires it to inform and consult with any recognised
works council or other appointed employee representatives in that country
before agreeing or implementing the terms of this Agreement, the Sellers and
the Relevant Purchasers agree that:


 


(a)           the entering
into of this Agreement is without prejudice to any legal requirement to comply
with such informing and consulting obligations before implementing the terms of
this Agreement;


 


(b)           they will
cooperate with each other in good faith in order to ensure compliance with such
informing and consulting obligations;


 


(c)           the Sellers
have not taken any binding decision concerning the implementation of the terms
of this Agreement, such binding decision being subject to the information and
consultation obligation; and


 


(d)           reasonable
changes to certain provisions of this Agreement may be necessary or desirable
as a result of any such informing and consulting.


 


161

















 


SCHEDULE 13


 


(RELEVANT SELLERS AND RELEVANT PURCHASERS)


 


Part A: Details of the
Share Sellers and the Share Purchasers


 


	
  (1)

  	
   

  	
  (2)

  	
   

  	
   

  	
   

  	
  (4)

  
	
  Name

  of Share Seller

  	
   

  	
  Name of

  Company

  	
   

  	
  (3)

  Shares

  	
   

  	
  Name of Share

  Purchaser

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real Deutsche

  Holding GmbH

  	
   

  	
  CN Papiervertriebs GmbH

  	
   

  	
  CN Shares

  	
   

  	
  Sappi Deutschland

  Holding GmbH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real Deutsche

  Holding GmbH

  	
   

  	
  Stockstadt GmbH

  	
   

  	
  Stockstadt Shares

  	
   

  	
  Sappi Deutschland

  Holding GmbH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real NL Holding B.V.

  	
   

  	
  M-real Biberist

  	
   

  	
  Biberist Shares

  	
   

  	
  Sappi Netherlands BV

  



 


162

















 


Part B: Details of the
Business Sellers and the Business Purchasers


 


	
  (1)

  	
   

  	
  (2)

  	
   

  	
   

  
	
  Name

  of Business Seller

  	
   

  	
  Brief Description of Business /

  Business Asset

  	
   

  	
  (3)

  Name of Business Purchaser

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real

  	
   

  	
  Mill Business

  	
   

  	
  Sappi Finland I Oy

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real Zanders

  	
   

  	
  Gohrsmühle Coaters

  	
   

  	
  Sappi Netherlands BV

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real Hallein AG

  	
   

  	
  Hallein Coater

  	
   

  	
  Sappi Netherlands BV

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M-real

  	
   

  	
  Know-How Business

  	
   

  	
  Sappi Papier Holding GmbH

  (Austria)

  



 


163

















 


SCHEDULE 14


 


(TAX INDEMNITY)


 


1.            Interpretation


 


In this Schedule 14, the headings
shall not affect its interpretation and:


 


1.1          the following
expressions bear the following meanings:


 


“Employment Taxes” has the
meaning given in paragraph 3.2;


 


“Pre-Completion Accounting Periods”
has the meaning given to that term in paragraph 5.1;


 


“Purchaser’s
Relief” means any Relief which is not available on or before Completion,
but arises as a consequence of or by reference to a Transaction or Transactions
occurring after Completion and not as a consequence of or by reference to any
Transaction or Transactions occurring on or before Completion;


 


“Relevant Group Companies” in respect of
each Seller, means the Group Company or Group Companies the shares of which
that Seller is selling under this Agreement together with any subsidiary of any
of those Group Companies, and “Relevant Group Company”
means each of them;


 


“Relevant Purchaser” means, as
regards any Relevant Group Company, the Purchaser which is acquiring under this
Agreement either (a) the shares of that Relevant Group Company or (b) the
shares of a Relevant Group Company of which that Relevant Group Company is a
subsidiary;


 


“Relevant Seller” means, as
regards any Relevant Group Company, the Seller which is selling under this
Agreement either (a) the shares of that Relevant Group Company or (b) the
shares of a Relevant Group Company of which the Relevant Group Company is a
subsidiary;


 


“Straddle Period” means any
period relevant for Taxation purposes of each Group Company commencing before
Completion but ending after Completion;


 


“Tax” or “Taxation”
means:


 


(i)            all forms of taxation (other than deferred tax) and
statutory, governmental, state, provincial, local governmental or municipal
impositions, duties and levies in the nature of tax whether levied by reference
to income, profits, gains, asset values, turnover, added value or other
reference, in each case wherever and whenever imposed and whether chargeable
directly or primarily against or attributable directly or primarily to a Group Company
or any other person;


 


164

















 


(ii)           all forms of social security contributions and employee
taxes, wherever and whenever imposed and whether chargeable directly or
primarily against or attributable directly or primarily to a Group Company or
any other person;


 


(iii)          all penalties and interest relating to any matter within
paragraphs (i) or (ii) above;


 


“Transaction” means any
transaction, circumstance, action, event or omission of whatever nature and
includes, without limitation, any change in the residence of any person for the
purposes of any Taxation, Completion and any change in accounting reference
date;


 


“Tax Audits” means any
audit or other investigation carried out by a Tax Authority;


 


1.2          (A)          references to
any “Tax Liability” of any Group Company
shall mean both:


 


(i)            liabilities of that Group Company to make actual payments of
Tax (or amounts in respect or on account of Tax); and


 


(ii)           the setting off against profits or against any Tax in
respect of which a successful claim could have been made under this Schedule,
of a Purchaser’s Relief; and


 


(B)          in any case
falling within paragraph 1.2(A)(ii) the amount that is to be treated for
the purposes of this Schedule as a Tax Liability of the Group Company (the “Deemed Tax Liability”) shall be determined as follows:


 


(i)            in a case where the Relief that was the subject of the
setting off mentioned was a deduction from or offset against Tax, the Deemed
Tax Liability shall be the amount of that Relief; and


 


(ii)           in a case where the Relief that was the subject of the
setting off mentioned was a deduction from or offset against profits, the
Deemed Tax Liability shall be the amount of Tax in respect of which a
successful claim could have been made under this Schedule but for such
deduction or setting off;


 


1.3          references to “profits” include income, profits or gains (including
chargeable or capital gains) of any description or from any source and
references to profits earned, accrued, received or otherwise recognised include
profits deemed to have been or treated as earned, accrued, received or
otherwise recognised for Taxation purposes; and


 


1.4          in the case of
any conflict between the provisions of the Agreement and this Schedule, this
Schedule shall prevail.


 


2.            Covenant


 


2.1          Subject to any
other provisions of this Schedule, the Relevant Seller agrees to pay to the
Relevant Purchaser on the due date for payment an amount equal to:


 


2.1.1      any Tax
Liability of any Relevant Group Company arising:


 


165

















 


(i)            as a consequence of or by reference to any Transaction
occurring or deemed to have occurred on or before the date on which Completion
occurs; or


 


(ii)           in respect of or by reference to any profits earned,
accrued, received or otherwise recognised on or before the date on which
Completion occurs; and


 


2.1.2      all reasonable
external costs and expenses (including the costs and expenses of taking any
action under this Schedule) reasonably and properly incurred or payable by any
of the Purchasers and any of the Group Companies in connection with or in
consequence of any matter for which a successful claim is made by any of the
Purchasers under this Schedule.


 


2.2          If there is a
dispute between the parties about the time at which Taxation arose (in order to
determine whether the Taxation is: (i) in respect of or arising from a
transaction occurring or deemed to have occurred before, on or after
Completion; or (ii) referable to profits earned, accrued or received
before, on or after Completion), then the parties agree that, for the purposes
of resolving such dispute only, Completion shall be deemed to be an accounting
period end for Taxation purposes, and the matter shall be determined by
applying the accounting policies and practices adopted by the Group Company
concerned which have effect immediately prior to Completion to the Transaction
or profits in question.


 


2.3          Any payments
made by a Relevant Seller under paragraph 2.1 or 7 shall, so far
as permitted by law, be made by way of an adjustment to the consideration paid
by the Relevant Purchaser for the Shares under the terms of this Agreement.


 


3              Exclusions


 


3.1          The Sellers
shall not be liable under paragraph 2 above, paragraph 7 below or
(mutatis mutandis) under the Tax Warranties in respect of any liability:


 


3.1.1      to the extent
that, in accordance with the allocations of responsibility described in paragraph
3.2 below, such liability is a liability in respect of Employment Taxes for
which the Purchaser is responsible; or


 


3.1.2      to the extent
that such liability would not have arisen but for a voluntary act carried out
by a member of the Purchaser’s Group (at any time) or a Relevant Group Company
(after Completion) outside the ordinary course of business of the company
concerned (and for these purposes any distribution made after Completion shall
constitute such a voluntary act outside the ordinary course of business) as
carried on at Completion and which has been carried out otherwise than pursuant
to a legally binding obligation entered into by any Group Company on or before
Completion.  An act carried out at the
written request or with the written approval (expressly for the purposes of
this paragraph) of any Seller shall not be a voluntary act for these purposes;
or


 


3.1.3      to the extent
that such liability arises or is increased as a consequence of any change
(including, for the avoidance of doubt, any change with retrospective effect)
after Completion in any accounting policy or practice or bases or methods of
accounting adopted by any member of the Purchaser’s Group or a Group Company,
except where


 


166

















 


such change was
necessary in order to comply with any applicable legal, regulatory, financial
reporting, accounting or other requirement in force before Completion by the
relevant authority; or


 


3.1.4      to the extent
that any Relief other than a Purchaser’s Relief arising as a consequence of or
by reference to any Transaction which occurred or was deemed to have occurred
on or before Completion or in respect of a period ending on or before
Completion is available to relieve or mitigate such liability; or


 


3.1.5      to the extent
that the liability arises or is increased as a consequence of any change
(including any retrospective change), after Completion, in the law (including
subordinate legislation) or in the generally published interpretation or
practice of any Tax Authority or in financial reporting or accounting standards
or practice coming into force after Completion or to the extent that the
liability arises or is increased by a change in any rate of Taxation after
Completion; or


 


3.1.6      to the extent
that the liability would not have arisen, but for an act carried out by any of
the Sellers or the Group Companies prior to Completion at the written request
of any member of the Purchaser’s Group; or


 


3.1.7      to the extent
that the liability arises by reason of a voluntary disclaimer by any Group
Company after Completion of the whole or part of any allowance to which any of
them is entitled or by reason of the revocation by any Group Company after
Completion of any claim for Relief made (whether provisionally or otherwise) by
any of them prior to Completion; or


 


3.1.8      to the extent
that the liability has been made good by insurers or otherwise compensated for
without cost to Sappi, any member of the Buyer’s Group and/or any of the Group
Companies; or


 


3.1.9      to the extent
that the liability would not have arisen or would have been reduced but for a
failure or omission on the part of any of the Purchasers and/or any of the
Group Companies to make any election or claim any Relief, the making or
claiming of which was taken into account in computing the provision or reserve
for Tax in the Accounts and it is reasonably clear from the Accounts that such
election or claim had been taken into account or is otherwise notified in
writing by any of the Sellers; or


 


3.1.10          to
the extent that the liability arises or is increased as a consequence of any
failure by any of the Purchasers and/or any of the Group Companies to comply
with any of their respective obligations under this Schedule or this Agreement;
or


 


3.1.11          to
the extent that the liability would not have arisen but for a cessation of, or
any change in the nature or conduct of, any trade carried on by any of the
Group Companies, being a cessation or change occurring on or after Completion;
or


 


3.1.12          to
the extent that the liability relates to any debt, liability or claim provided
for in clause 4.6 of this Agreement and such liability in respect of Tax
is taken into account in the Completion Statements; or


 


167

















 


3.1.13          to
the extent that recovery has been made in respect of the same subject matter
under this Schedule or this Agreement; or


 


3.1.14          to
the extent that the liability is a liability to Swiss withholding Tax which
arises in consequence of or in connection with the making of the distribution
by Biberist to NL Holding prior to Completion as contemplated in clause 19.8
of this Agreement and such amount is deducted from the amount received by NL
Holding; or


 


3.1.15          to
the extent that the liability has been discharged prior to Completion; or


 


3.1.16          to
the extent that the liability is a liability falling within clause 39.3
of this Agreement; or


 


3.1.17          to
the extent that the liability is a liability in respect of VAT attributable to
a period of time since the Statutory Accounts Date; or


 


3.1.18          to
the extent that the liability is a liability in respect of German “Grundsteuer”
which falls due for payment after Completion, and for these purposes it shall
be assumed that, based on a calendar year, German Grundsteuer fall due for
payment on a quarterly basis; or


 


3.1.19          to
the extent that the liability is a liability in respect of any distribution
made by Biberist after Completion.


 


3.2          This paragraph
3.2 explains the manner in which responsibility for certain employment
related taxes is to be allocated for the purposes of this Schedule 14.  Such allocation of responsibility is without
prejudice to any other limitations on the liability of the Sellers under this
Schedule 14 or otherwise under the Agreement.


 


3.2.1      The
Sellers shall be responsible for all liabilities of any Group Company in
respect of payroll or employee/employer Taxes, including social security contributions (“Employment Taxes”), to the extent that they are properly due
and payable on or before Completion.


 


3.2.2      The Purchaser shall be responsible for all Employment Taxes
to the extent they are properly due and payable after Completion, except where
such Employment Taxes fall within (i) or (ii) below (in which case
the Sellers are responsible for them):


 


(i)            The Purchaser is not responsible for Employment Taxes which
are properly due and payable after Completion to the extent that they relate to
bonus payments attributable to periods of time on or before Completion.  If a bonus payment is attributable to periods
of time both before and after Completion, the Purchaser shall be responsible
for such part of the relevant Employment Taxes as is attributable (on a just
and reasonable basis) to the period of time after Completion and the Sellers
shall be responsible for such part of the relevant Employment Taxes as is
attributable, on the same basis, to periods of time on or before Completion;


 


(ii)           The Purchaser is not responsible for Employment Taxes which
are properly due and payable after Completion to the extent that they are
attributable (on a just and


 


168

















 


reasonable basis) to a calendar month ended prior to the beginning of
the month in which Completion occurs.


 


4.            Due Date for Payment


 


4.1          The due date
for payment under paragraph 2.1 shall be the date falling ten (10) Business
Days after service by the Relevant Purchaser of a notice containing a written
demand in respect of the matter for which any of the Sellers are liable, or,
where later and if applicable:


 


4.1.1      where a
liability of the Relevant Sellers under paragraph 2.1 arises from a
liability of the Relevant Purchaser or a Group Company to make a payment of
Taxation which has not at the date of the notice under paragraph 6.1
become due to the relevant Tax Authority, the date falling five (5) Business
Days before the latest date on which that Taxation may be paid to the relevant
Tax Authority without a liability to interest or penalties accruing; or


 


4.1.2      in the case of
the setting off of a Purchaser’s Relief within paragraph 1.2(A)(ii), the
last date on which the relevant Tax liability would have been payable but for
the setting off of the relevant Purchaser’s Relief without a liability to
interest or penalties accruing.


 


4.2          Any payment
due to be made under this Schedule shall carry interest from the due date for
payment or, if the claim under this Schedule arises from a payment which has
been made before the date of the notice under paragraph 6.1, the date
such payment was made, until actual payment at the Agreed Rate provided that
interest shall not accrue for any period in respect of which interest due to
the relevant Tax Authority is included in the payment due to be made under this
Schedule before the application of this paragraph 4.2.


 


5.            Tax Administration etc.


 


Pre-Completion Accounting Periods


 


5.1          Subject to and
in accordance with the provisions of this paragraph 5, the Relevant
Sellers or their duly authorised agents shall, at the Relevant Sellers’ cost
(except internal costs of the relevant Group Company):


 


5.1.1      prepare,
submit and deal with (or procure the preparation and submission of and dealing
with) all computations and returns relating to Taxation; and


 


5.1.2      prepare,
submit and deal with (or procure the preparation and submission of and dealing
with) all claims, elections, surrenders, disclaimers, notices and consents for
Taxation purposes (together with the documents referred to in paragraph
5.1.1., “Tax Documents”); and


 


5.1.3      deal with all
other matters which relate to Taxation including, without limitation, any
correspondence, enquiry, dispute, negotiation or settlement involving any Tax
Authority,


 


in respect of all
periods relevant for Taxation purposes of each Group Company ending on or
before Completion (the “Pre-Completion Accounting
Periods”).


 


169














 


5.2          The Relevant
Sellers or their duly authorised agents shall deliver all Tax Documents
relevant to Pre-Completion Accounting Periods (“Pre-Completion
Tax Documents”) that are required to be authorised and signed by any
Group Company to Sappi for authorisation and signing prior to submission. If a
time limit applies in relation to the submission of any Pre-Completion Tax
Document, the Relevant Sellers shall ensure that Sappi receives the
Pre-Completion Tax Document no later than ten (10) Business Days before
the expiry of the time limit. Sappi shall:


 


5.2.1      subject to paragraph
5.2.2 below, procure that each Group Company shall cause any Pre-Completion
Tax Document delivered to it under this paragraph 5.2 to be so
authorised and signed as soon as reasonably practicable by and on behalf of the
relevant Group Company, and submitted to the appropriate Tax Authority as soon
as reasonably practicable (and in any event within any relevant time limit
provided that the Sellers have complied with this paragraph 5.2);


 


5.2.2      be under no
obligation to procure the authorisation, signing or submission to a Tax
Authority of any Pre-Completion Tax Document delivered to it under paragraph
5.2 which is false or misleading in a material respect, or which would
require fraudulent conduct, conduct involving dishonesty or the commission or
participation in any criminal offence on the part of Sappi or a Group Company,
but for the avoidance of doubt Sappi shall be under no obligation to make any
enquiry as to the completeness or accuracy thereof and shall be entitled to
rely entirely on any of the Sellers and of their agents.


 


5.3          The Relevant Sellers hereby agree to cancel any existing
authority held by any employee or agent of or adviser to the Relevant Sellers to sign Tax Documents on behalf of any
Group Company with effect from Completion.


 


5.4          The Relevant Sellers shall procure that:


 


5.4.1      Sappi is kept
fully informed of the progress of all material matters relating to the Taxation
affairs of the Group Companies in relation to the Pre-Completion Accounting
Periods;


 


5.4.2      Sappi receives
copies of, or extracts from, all written correspondence to, or from, any Tax
Authority insofar as it is relevant to the matters referred to in paragraph
5.1 above; and


 


5.4.3      Sappi receives
drafts of any Pre-Completion Tax Documents which are to be submitted. If a time
limit applies in relation to the submission of any Pre-Completion Tax Document,
the Relevant Sellers shall ensure that the Purchaser receives the draft
Pre-Completion Tax Document no later than twenty (20) Business Days before the
expiry of the time limit;


 


5.4.4      Sappi is
consulted fully in relation to the matters referred to paragraph 5.4.1
above and any reasonable written comments of Sappi are taken into account in
relation to such matters provided that Sappi’s comments are received no later
than ten (10) Business Days after the draft Pre-Completion Tax Document
has been received by Sappi pursuant to paragraph 5.4.3.


 


170

















 


5.5        The Relevant Sellers agree to devote reasonable resources to
dealing with the Taxation affairs of the Group Companies in relation to
Pre-Completion Accounting Periods, and shall use reasonable endeavours to
ensure that they are finalised as soon as reasonably practicable. The Relevant
Sellers shall ensure that all Pre-Completion Tax Documents are true and
accurate in all respects and are not misleading. If the Relevant Sellers are in
material breach of their obligations under paragraphs 5.1 to 5.4
(inclusive) and the Relevant Sellers have not taken reasonable steps to correct
the breach within ten (10) Business Days of Sappi giving the Relevant
Sellers notice of such breach, Sappi may take control of the Taxation affairs
of the Group Companies in relation to Pre-Completion Accounting Periods and paragraphs
5.1 to 5.5 (inclusive) shall apply as if a reference to “Sappi” is a
reference to “Relevant Seller” and a reference to “Relevant Seller” is a
reference to “Sappi”.


 


Straddle Period


 


5.6          Subject to paragraph 6 and paragraph 7, and
subject to and in accordance with the provisions of this paragraph 5,
Sappi or its duly authorised agents shall, at Sappi’s cost:


 


5.6.1      prepare,
submit and deal with all Tax Documents in respect of the Straddle Period (“Straddle Period Tax Documents”); and


 


5.6.2      deal with all
other matters which relate to Taxation including, without limitation, any
correspondence, enquiry, dispute, negotiation or settlement involving any Tax
Authority in respect of the Straddle Period.


 


5.7          Sappi shall procure that, to the extent that the Relevant
Sellers’ liability to Taxation or liability under paragraph 2 of this Schedule
14 may be affected:


 


5.7.1      the Relevant
Sellers are kept fully informed of the progress of all material matters
relating to the Taxation affairs of the Group Companies in relation to the
Straddle Period;


 


5.7.2      the Relevant
Sellers receive copies of, or extracts from, all written correspondence to, or
from, any Tax Authority insofar as it is relevant to the matters referred to in
paragraph 5.6 above;


 


5.7.3      the Relevant
Sellers receive drafts of any Straddle Period Tax Documents which are to be
submitted. If a time limit applies in relation to the submission of any
Straddle Period Tax Document, Sappi shall ensure that the Relevant Sellers
receive the Straddle Period Tax Document no later than twenty (20) Business
Days before the expiry of the time limit.


 


5.7.4      the Relevant
Sellers are consulted fully in relation to the matters referred to in paragraph
5.7.1 above and any reasonable written comments of the Relevant Sellers are
incorporated (to the extent that their current liability to Tax or liability
under this Schedule may be affected) or are taken into account (in all other
cases) in relation to such matters provided the Relevant Sellers’ comments are
received no later than ten (10) Business Days after the draft Straddle
Period Tax Document has been received by the Relevant Seller pursuant to paragraph
5.7.3.


 


171

















 


5.8          Sappi agrees to devote reasonable resources to dealing with
the Taxation affairs of the Group Companies in relation to the Straddle Period,
and shall use reasonable endeavours to ensure that they are finalised as soon
as reasonably practicable. Sappi shall ensure that all Straddle Period Tax
Documents are true and accurate in all respects and are not misleading.


 


Tax Audits


 


5.9          The party which is responsible for preparing, submitting and
dealing with the Tax Documents in respect of a particular period under this paragraph
5 shall also be responsible for dealing with any Tax Audits which a Tax
Authority may conduct in relation to that period. If a Tax Audit affects or may
affect the liability to Tax of the party which is not responsible for dealing
with it under this paragraph 5, or that other party’s liability under
this Schedule or the Agreement, the party dealing with the Tax Audit shall
ensure that:


 


5.9.1      the other
party is kept fully informed of the progress of all matters relating to the Tax
Audit;


 


5.9.2      the other party
receives copies of all written correspondence insofar as it is relevant to the
Tax Audit; and


 


5.9.3      the other
party is consulted fully in relation to the Tax Audit and the party which is
dealing with the Tax Audit shall act reasonably in incorporating (to the extent
that the current liability to Tax or liability under this Schedule of the other
party may be affected) or taking into account (in all other cases) all
reasonable written comments that the other party may provide.


 


Access


 


5.10        Sappi shall procure that the Relevant Sellers and their duly
authorised agents are (on reasonable notice in writing to Sappi) afforded such
reasonable access to the books, accounts, personnel, correspondence and
documentation of the Group Companies and such other reasonable assistance
(including from any personnel and officers of the Group Companies) as may be
reasonably required to enable the Relevant Sellers to discharge their
obligations under this paragraph 5.


 


5.11        This paragraph 5 shall operate without prejudice to
the provisions of paragraph 6.


 


6.         Claims


 


6.1          If any of the Purchasers or any Group Company becomes aware
after Completion of any matter which could give rise to a liability under this
Schedule or under the Tax Warranties (a “Tax Claim”), Sappi shall procure that
written notice of that matter (setting out reasonable particulars of the
potential liability, the due date for payment and the time limits for any
appeal) is given as soon as reasonably practicable to the Relevant Sellers and
as regards any such matter Sappi shall itself or shall procure that the Group
Company concerned shall at the request in writing of the Relevant Sellers take
such action as they may reasonably request to deal with the matter but subject
as set out in paragraph 6.3 and paragraph 6.4 and subject to
Sappi and the Group Company concerned 


 


172

















 


being indemnified to their reasonable
satisfaction by the Relevant Sellers against all losses (including additional
Taxation), costs, damages and expenses which may be incurred as a result.


 


6.2          The actions which the Relevant Sellers may reasonably
request under paragraph 6.1 above shall include (without limitation) the Group
Company concerned applying to postpone (so far as legally possible) the payment
of any Tax and/or allowing the Relevant Sellers (subject to the conditions set
out in paragraph 6.5) to take on or take over at their own expense the
conduct of all or any proceedings of whatsoever nature arising in connection
with the Claim in question.


 


6.3          Sappi and each Group Company shall be at liberty to deal
with any Tax Claim if the Relevant Sellers delay unreasonably in giving any
such request as is mentioned in paragraph 6.1 above provided that Sappi or the
Group Company concerned has notified the Relevant Sellers in writing of its
intention to so deal with the matter and Relevant Sellers have not responded
within ten (10) days.


 


6.4          Sappi shall procure that the Relevant Sellers and their duly
authorised agents are (on reasonable notice in writing to Sappi) afforded such
reasonable access to the books, accounts, personnel, correspondence and
documentation of the Group Companies and such other reasonable assistance as
may be reasonably required to enable the Relevant Sellers to exercise their
rights under this paragraph 6 including, without limitation, such
information and assistance as the Relevant Sellers and/or their duly authorised
agents may reasonably require in connection with the preparation for and
conduct of those proceedings referred to in paragraph 6.3 above.


 


6.5          The conditions referred to in paragraph 6.2 are that
Sappi is kept fully informed of the conduct of the relevant proceedings and its
reasonable comments in respect thereof are taken into account by the Relevant
Sellers.


 


7.         Secondary Liabilities


 


7.1          The Sellers agree to pay to Sappi on the due date for
payment an amount equal to the amount of any Taxation for which any of the
following:


 


(i)            any Group Company;


 


(ii)           any member of the Purchaser’s Group; or


 


(iii)          any director or former director of any member of the
Purchaser’s Group or of any Group Company (other than a person who was a
director of any Group Company prior to Completion),


 


is or becomes liable by virtue of the failure
of the Sellers to pay, or procure that there is paid, when due, any Tax
properly assessed on them or on any member of the Sellers’ Group (excluding,
for the purposes of this paragraph 7.1, the Group Companies and
including for the avoidance of doubt Hallein AG) except to the extent that such
Taxation:


 


(a)           is either subject to a valid claim under this Schedule by
the Sellers which has not been satisfied or could be the subject of any such
valid claim; or


 


173

















 


(b)           is recoverable by Sappi, any member of the Purchaser’s
Group, any Group Company or any such director or former director under any
relevant statutory provision (and Sappi shall procure that no such recovery is
sought to the extent that payment has been made under this paragraph 7.1)


 


together with all reasonable external costs
and expenses (including the costs and expenses of taking any action under this
Schedule) reasonably and properly incurred or payable by the Purchasers, any
member of the Purchaser’s Group, any Group Company or any such director or
former director thereof in connection with or as a consequence of any matter
for which a successful claim is made by Sappi under this paragraph 7.


 


7.2          Without prejudice to the generality of paragraph 7.1
above, the Sellers undertake to Sappi that they shall fully indemnify the
Relevant Purchaser with regard to any amount of Taxation that Stockstadt GmbH
and/or Chemisch Werke Zell-Wildhausen GmbH may be required to pay under sec. 73
of the Tax Code (Abgabenordnung).


 


8.         Counter-indemnity


 


8.1          Sappi agrees to pay to the Sellers on the due date for
payment an amount equal to the amount of any Taxation for which any of the
following:


 


(i)            the Sellers;


 


(ii)           any member of the Sellers’ Group (excluding the Group
Companies); or


 


(iii)          any director or former director of any of the Sellers or of
any member or Sellers’ Group (excluding the Group Companies),


 


is or becomes liable by virtue of the failure
of any of the Group Companies to pay, or procure that there is paid, when due,
any Tax properly assessed on them except to the extent that such Taxation:


 


(iv)           is either subject to a valid claim under this Schedule by
the Purchasers which has not been satisfied or could be the subject of any such
valid claim; or


 


(v)            is recoverable by the Sellers or any member of the Sellers’
Group or any such director or former director under any relevant statutory
provision (and the Seller shall procure that no such recovery is sought to the
extent that payment has been made under this paragraph 8.1)


 


together with all reasonable external costs
and expenses (including the costs and expenses of taking any action under this
Schedule) reasonably and properly incurred or payable by the Sellers, any
member of the Sellers’ Group or any such director or former director thereof in
connection with or in consequence of any matter for which a successful claim is
made by the Sellers under this paragraph 8.


 


8.2          To the extent that based on a fiscal unity (Organschaft) under German tax law any of the Sellers is
debtor vis-à-vis the Tax Authorities for Taxes caused by the business of any of
the Group 


 


174

















 


Companies and allocable to Tax periods up to
the Completion Date, the Seller shall remain liable for such Taxes. However, if
amended assessments, e.g. as a consequence of tax audits or of amended tax
returns, regarding such Taxes result in a Tax benefit in periods after the
Completion Date (e.g. in cases of higher depreciations or a recognition of
accruals as deductible expenses only for periods after the Completion Date) the
Purchaser shall compensate the Seller or its parent company, as the case may
be, for any such Tax benefit (including in particular the reduction of taxable
income (steuerliches Minderergebnis) or an
increase of a tax loss for the period after the Completion Date) which any of
the Group Companies or any Relevant Purchaser or any of its affiliates will
derive therefrom during a Tax period commencing after Completion, provided,
however, that the compensation shall be limited to the net present value of the
Tax benefit which shall be calculated on a lump sum basis by multiplying the
reduction of taxable income with the Tax rates in effect at the time the
obligation of Purchaser under this paragraph becomes due and discounted at an
interest rate of five (5) per cent. per annum for a period not exceeding
five (5) years. The compensation payable by the Purchasers shall become
due twenty (20) Business Day after the assessment relating to the
aforementioned Taxes becomes formally binding (formell
bestandskräftig).


 


8.3          The provisions of paragraph 4 (Due Date for Payment) and
paragraph 6 (Claims) shall apply to this paragraph 8 mutatis mutandis.


 


9.         Savings


 


9.1          If the auditors for the time being of a Group Company
certify in writing to any of the Sellers and Sappi that Taxation which has
resulted in a payment by a Relevant Seller falling due pursuant to paragraph
2 gives rise to an actual saving (the “Saving”) of
Taxation for a Group Company or a Purchaser in a tax period ending prior to the
tenth anniversary of Completion then the amount of the Saving shall be set off
against any payment then due from the Sellers or any of them under paragraph
2.1 of this Schedule 14 and, to the extent there is an excess, a
refund shall be paid to the Sellers of any previous payment or payments made by
the Sellers under this Schedule and not previously refunded under this
paragraph up to the amount of excess, and (to the extent that it is not so set
off or refunded) shall be carried forward and set off against any future
payments which become due from the Sellers under this Schedule 14. Ten
(10) Business Days after the time at which pursuant to paragraph 2
of Schedule 5 (Limitations on Liability) no Tax Claim can be made any
amount not so set off shall be paid to the Seller.


 


9.2          If any Group Company or any of the Purchasers discovers that
there has been a Saving, Sappi shall, or shall procure that the Group Company
concerned shall, as soon as reasonably practicable give full details thereof to
the Sellers and Sappi shall, or shall procure that the Group Company concerned
shall, supply to the Sellers such information as they may reasonably require to
verify the amount of the Saving.


 


9.3          For the purposes of paragraph 9.1 a person obtains a
Saving if as a result of the Taxation which results in a claim by a Purchaser
under paragraph 2 or the Tax Warranties that person is relieved in whole
or in part of a liability to make some other payment of Taxation which it would
otherwise have been liable to make or obtains a right to repayment of Taxation
which would not otherwise have been available.


 


175

















 


10.        Tax Refunds


 


10.1        If a Group Company (or a member of the Purchaser’s Group on
behalf of a Group Company) has received a refund of Taxation (including, for
the avoidance of doubt, the amount of any reduction or refund of corporate
income tax in the amount of a corporate income tax credit (Körperschaftsteuerguthaben)
within the meaning of Section 37 of the German Corporate Income Tax Act,
but excluding any refund (whether in cash or by way of credit or set off
against a liability to Tax) in respect of VAT which relates to periods since
the Statutory Accounts Date) in respect of a period ending on or before
Completion and whether in cash or by way of credit or set-off against a
liability to Tax (the “Tax Refund”)
(for reasons other than the availability of a Purchaser’s Relief) then the
amount of the Tax Refund (less any Taxation due on any interest element of the
Tax Refund (or less any Taxation that would have been due but for the
availability of any Purchaser’s Relief)) shall be set off against any payment
then due from the Sellers under paragraph 2.1 of this Schedule or (to the
extent that it is not so set off) shall be paid by the Purchaser to the Sellers
within ten (10) Business Days of the Tax Refund being obtained.


 


10.2        If any Group Company or Sappi discovers that it has obtained
or is entitled to a Tax Refund, Sappi shall, or shall procure that the Group
Company concerned shall, as soon as reasonably practicable give full details
thereof to the Sellers and Sappi shall, or shall procure that the Group Company
concerned shall, supply to the Sellers such information as they may reasonably
require to verify the amount of the Tax Refund.


 


10.3        A Group Company that discovers that it is entitled to a Tax
Refund shall (if so required by the Sellers and if indemnified to its
reasonable satisfaction by the Sellers against all losses (including additional
Taxation), costs and expenses (except internal costs and expenses of the
relevant Group Company) and damages which may be incurred as a result) take all
reasonable steps to obtain that Tax Refund.


 


11.        Effect of Waiver, Release etc.


 


Any liability under
this Schedule may in whole or in part be released, compounded or compromised or
time or indulgence given by the person to whom the liability is owed in its
absolute discretion as regards any of the persons under such liability without
in any way prejudicing or affecting its rights against any other or others of
those persons under the same or a like liability whether joint and several or
otherwise.


 


12.        Recovery from Third Parties


 


If the Sellers pay or procure payment of an
amount either in respect of Taxation under paragraph 2 or paragraph 7
or an amount in respect of any circumstances giving rise to a claim under the
Tax Warranties and the Relevant Purchaser or any Relevant Group Company is or
becomes entitled, before the sixth anniversary of such payment, to recover or
obtain from some other person (other than a Group Company) any sum in respect
of that Taxation or circumstance then the Relevant Purchaser shall:


 


(a)           as soon as
reasonably practicable notify the Sellers of such entitlement and shall, if so
requested by the Sellers and subject to the Purchaser and the Group Company
being indemnified to their reasonable satisfaction by the Sellers against all
losses (including additional Taxation), damages, costs and expenses which may
be reasonably incurred, take and procure that the Group 


 


176

















 


Company takes all
reasonable steps to enforce that recovery (keeping the Sellers informed of the
progress of any action taken); and


 


(b)           account to the
Sellers within ten (10) Business Days of recovering any such amount for
the whole of any sum so recovered (including any interest or repayment
supplement paid to the Purchaser or a Group Company) less any costs and
expenses of recovery (including any Taxation which would not have been incurred
but for the recovery of that amount) up to an amount not exceeding the amount
of any such payment previously made by the Sellers in respect of such Taxation.


 


12.        Mitigation


 


The Purchasers shall, at the direction in
writing of the Sellers, procure that the Group Companies take all such
reasonable steps as the Seller may reasonably require to:-


 


(a)           use in the
manner hereinafter mentioned all such Reliefs arising as a consequence of or by
reference to any Transaction occurring (or deemed to occur) on or before
Completion or in respect of a period ended on or before Completion and not as a
consequence of or by reference to any Transaction occurring (or deemed to
occur) after Completion or in respect of a period commencing after Completion
as are available to any Group Company or Group Companies to reduce or eliminate
any liability to Tax in respect of which the Purchasers or any of them would
have been able to make a claim against the Sellers or any of them under this
Schedule (such Reliefs including, without limitation, Reliefs made available
for no consideration to a company by means of a surrender from another
company), the said use being to effect the reduction or elimination of any such
liability to Tax to the extent specified by the Seller and permitted by law,
and to provide to the Seller, at the Seller’s expense, a certificate from the
auditors (for the time being) of the Relevant Group Company or Relevant Group
Companies confirming that all such Reliefs have been so used;


 


(b)           make all such
claims and elections specified by the Sellers or any of them in respect of any
accounting period of any of the Group Companies commencing before Completion as
have the effect of reducing or eliminating any such liability to Tax as is
mentioned in paragraph (a) above, provided that no such claim or election
shall require the any of the Group Companies to use any Relief which arises
solely as a consequence of or by reference to any Transaction occurring (or
deemed to occur) after Completion or in respect of a period commencing after
Completion; and


 


(c)           allow the
Sellers to reduce or eliminate any liability to Tax by surrendering, or
procuring the surrender by any company other than the any of the Group
Companies of any Relief to the Relevant Group Company for no consideration to
the extent permitted by law but without any payment being made in consideration
for such surrender.


 


13         Payments
on an After-Tax basis


 


13.1        All
sums payable under this Schedule 14 (other than interest) shall be made
on an after-Tax basis.


 


13.2        For
the purposes of paragraph 13.1 above, “after-Tax basis” means that to
the extent that the sum payable (the “Payment”) is
subject to a deduction or withholding required by law in respect of Tax 


 


177

















 


or is chargeable to any Tax in
the hands of the recipient it shall be increased so as to ensure that, after
taking into account:


 


(i)         the Tax chargeable on such amount
(including on the increased amount); and


 


(ii)         any Tax credit, repayment or other Tax
benefit which is available to the recipient of the Payment solely as a result
of the matter giving rise to the obligation to make the Payment or as a result
of receiving the Payment (which amount of Tax and Tax credit, repayment or
other Tax benefit is to be determined by the auditors of the recipient at the
shared expense of both parties and is to be certified as such to the party
making the Payment),


 


the recipient of the Payment is in the same
position as it would have been in if the matter giving rise to the obligation
to make the Payment had not occurred.


 


13.3        If
any party to this Agreement assigns the benefit in whole or in part of this
Agreement, the liability of any other party to make an increased payment in
accordance with paragraph 13.1 shall be limited to that (if any) which
it would have been liable to make if no such assignment had taken place.


 


178














 


SCHEDULE 15


 


(ENVIRONMENTAL INDEMNITY)


 


In this Schedule the
following expressions (which are additional to those defined in Schedule 1
(Interpretation) of this Agreement) shall have the meanings assigned to them
below:


 


1.                                     DEFINITIONS


 


“Contamination” means the
presence of Hazardous Materials in soil, or in groundwater or surface water
(including for the avoidance of doubt, rivers, lakes, ponds and other
watercourses) at the Indemnified Properties, or emanating from the Indemnified
Properties on or before Completion or emanating from the Indemnified Properties
after Completion provided such Hazardous Materials were so present at the
Indemnified Properties on or before Completion, but excluding for the avoidance
of doubt those Hazardous Materials which are contained in any operational
man-made structure, plant or machinery above or below ground at or prior to
Completion and have not entered soil or groundwater or surface water at or
prior to Completion;


 


“Environment” means all or
any of the following, alone or in combination, any part of the air (including,
without limitation, the air within buildings and the air within other natural
or man-made structures above or below ground or above or below water), water
(including water under or within land or in pipes, tanks, ditches or sewerage
systems), soil and land and any ecological systems and living organisms
supported by these media, including man;


 


“Environmental Authority” means any
legal person or body of persons (including any government or regional department
or government or regional agency or court or tribunal) having jurisdiction to
determine any matter arising under Indemnified Environmental Law and/or
relating to the Environment;


 


“Environmental Claim” means a claim
brought against a Relevant Seller by a Relevant Purchaser under paragraph 2
of this Schedule 15 for Environmental Losses;


 


“Indemnified Environmental Laws”
means all applicable statutes and other laws (including without limitation all
codes of law, statutory instruments, treaties, regulations, directives,
decisions, circulars, codes, guidance and by-laws) of any relevant jurisdiction
which relate to or provide remedies in respect of Contamination and are in
force and legally binding in the relevant jurisdiction at or prior to
Completion, and shall be deemed to include any national legislation
implementing the Environmental Liability Directive 2004/5/EC (to the extent
that it implements such directive) in due course;


 


“Environmental Losses” means any
losses, damages, fines, penalties, charges, and reasonable costs or expenses
suffered or incurred by the Purchasers or any member of the Purchaser’s Group
excluding indirect and consequential losses but including reasonable costs of
Remedial Action as a result of an Environmental Trigger Event;


 


“Environmental Permit” means any
permit, licence, consent, certificate, approval, registration, notification or
authorisation required by Indemnified Environmental Laws in relation to the
operation of the business of any member of the Group or the occupation or use
of any Property, and in Switzerland shall be deemed to include any agreement
reached with the relevant Environmental Authority where it is in the normal
course of business to enter into such agreement in place of any of the above;


 


179

















 


“Environmental Proceeding” means any
civil or criminal proceeding or suit or any regulatory or administrative
enforcement proceeding or claim which forms the basis of an Environmental
Trigger Event;


 


“Environmental Trigger Event” means:


 


(A)                              the service on or the receipt by any
member of the Relevant Purchasers’ Group of written notification of the
commencement of (or an intention to commence) any civil or criminal proceedings
or suit or any formal regulatory or formal administrative enforcement
proceedings issued under Indemnified Environmental Law brought or taken by the
Environmental Authority or other third party against such member of the
Relevant Purchaser’s Group in respect of Contamination; or


 


(B)                              an emergency,
that is a state of affairs where immediate and very grave harm to the
Environment occurs or is imminent and requires Remedial Action;


 


(C)                              the
identification of Contamination at any Indemnified Property by any member of
the Relevant Purchaser’s Group acting reasonably in the ordinary course of
trading (as if it did not have the benefit of this indemnity), and seeking to
minimise its liabilities in relation to Contamination, which, if the relevant
Environmental Authority had the information held by such member of the Relevant
Purchaser’s Group, would cause such Environmental Authority to serve written
notice of an obligation to undertake Remedial Action in respect of such
Contamination;


 


“Hazardous Material” means any substance (whether solid,
liquid or gas) which alone or in combination with any other substance is
capable of causing harm to man or to the Environment or any other organism
supported by the Environment; and


 


“Indemnified Properties” means the
Properties;


 


“Investigative Works” means
intrusive investigation, sampling and monitoring works relating to
Contamination;


 


“Kirkniemi Discharge Compensation”
has the meaning given to it in clause 19.9(ii) of this Agreement;
and


 


“Remedial Action” means such
measures as are reasonably necessary to investigate, inspect, monitor, remove,
remedy, abate, contain, control, treat or ameliorate Contamination.


 


2.                                     INDEMNITY


 


2.1                             The Relevant Sellers hereby agree to
indemnify and keep indemnified the Relevant Purchasers (for themselves and in
trust for each member of the Relevant Purchaser’s Group) against any and all
Environmental Losses suffered or incurred by any Relevant Purchaser or any
member of the Relevant Purchaser’s Group after the Completion Date PROVIDED
THAT the Relevant Seller shall not be liable in respect of any Environmental
Losses under this paragraph 2 unless and until:


 


(A)                              an Environmental Trigger Event has
occurred in respect of the Environmental Losses which the Relevant Purchaser
seeks to claim; and


 


180

















 


(B)                              the Relevant Seller has received a
written notice of claim in respect of the Environmental Losses (in accordance
with the provisions of clause 36 (Notice) of this Agreement) relating
thereto from the Relevant Purchaser setting out reasonable details of the
Environmental Trigger Event in respect of which the claim is made, including
details of the Contamination and an estimate of the amount of the claim in each
case to the extent reasonably practicable or then known (“Notice”).


 


3.                                     CAP


 


3.1                            Without prejudice to paragraph 1
of Schedule 5, in no event shall the aggregate liability of each member
of the Relevant Seller and each other member of the Relevant Seller’s Group
under this Schedule in relation to Contamination exceed €275,000,000.


 


4.                                     THRESHOLD
AND PERCENTAGE SHARE


 


4.1                            The Relevant Purchasers shall not be
entitled to bring an Environmental Claim unless and until:


 


(A)                              the aggregate of the Environmental
Losses incurred by the Relevant Purchasers under this Schedule 15 (but
for this paragraph 4) in respect of such an Environmental Claim exceeds
€50,000; and


 


(B)                              the aggregate of the Environmental
Losses incurred by the Relevant Purchasers in respect of all Environmental
Claims (but for this paragraph 4) exceeds €500,000, in which case the
liability of the Relevant Sellers shall be for the full amount and not only for
the excess.


 


4.2                            The liability of the Relevant
Sellers under this Schedule 15 in respect of Environmental Losses which
(after applying sub-paragraph 4.1) is finally determined to be payable
under this Schedule 15 shall be as follows:


 


(A)                              the Relevant Sellers shall be liable
for 80% of Environmental Losses up to and including €20,000,000;


 


(B)                              the Relevant Sellers shall be liable
for 90% of Environmental Losses in excess of €20,000,000 and up to and
including €50,000,000; and


 


(C)                              the Relevant Sellers shall be liable
for 100% of Environmental Losses in excess of €50,000,000.


 


4.3                            For the avoidance of doubt, the
apportionment of liability set out in paragraph 4.2 above shall apply to
the aggregate of all Environmental Losses subject to an Environmental Claim
under this Schedule 15 and shall not be reapplied in respect of each new
Environmental Claim.


 


5.                                     TIME
LIMIT


 


5.1                            The indemnity contained in paragraph
2 above will expire on the fifth anniversary of Completion (the “Expiry Date”) and no Environmental Claim may be brought
after the Expiry Date unless Notice is received by the Relevant Seller prior to
the Expiry Date.


 


181

















 


6.                                     GENERAL
LIMITATIONS ON LIABILITY


 


6.1                             The Relevant Seller shall not be
liable in relation to any Environmental Claim to the extent that the
Environmental Loss in respect of which the Environmental Claim is made, or any
increase in such Environmental Loss, results from or would not have occurred
but for:


 


(i)                                    any act, omission or transaction of
the Relevant Purchasers or any member of the Relevant Purchaser’s Group after
Completion or by their respective directors, officers, employees after
Completion in each case which is unreasonable or negligent;


 


(ii)                                 the enactment of new laws in
relation to Environmental Matters or changes to Indemnified Environmental Laws
which come into force after the Completion Date;


 


(iii)                              the disclosure of information (or
the authorisation of such disclosure) by the Relevant Purchaser or any member of
the Relevant Purchaser’s Group or their respective officers, directors,
employees, partners, agents, contractors sub-contractors or consultants
concerning Contamination to any Environmental Authority or any third parties,
except where:


 


(a)                                the Relevant Sellers have given
their prior written consent provided that such consent shall not be withheld in
circumstances where a reasonable operator acting in the ordinary course of
business as if it did not have the benefit of this indemnity and seeking to minimise
its liabilities in relation to Contamination would disclose such information
(or authorise such disclosure) as a reasonable means to mitigate any
Environmental Loss or to limit or to avoid significant harm or a significant
risk of significant harm to the Environment, where in advance of such
disclosure there is reasonable objective evidence that a matter exists or is
likely to exist which would satisfy one of the Environmental Trigger Events;


 


(b)                                it is required by law or under or
for the purpose of obtaining any Environmental Permit or for the purpose of any
judicial or regulatory proceedings;


 


(c)                                it is requested in writing by any
Environmental Authority under Indemnified Environmental Laws (without prompting
or solicitation on the part of the Relevant Purchasers); or


 


(d)                                it is an emergency, that is a state
of affairs where immediate and very grave harm to the Environment occurs or is
imminent;


 


(iv)                               the
carrying out of Investigative Works by the Relevant Purchaser or any member of
the Relevant Purchaser’s Group or their respective officers, directors,
employees, partners, agents, contractors sub-contractors or consultants, except
where:


 


182

















 


(a)                                the Relevant Sellers have given
their prior written consent provided that such consent shall not be withheld in
circumstances where a reasonable operator acting in the ordinary course of
business as if it did not have the benefit of this indemnity and seeking to
minimise its liabilities in relation to Contamination would carry out such
Investigative Works as a reasonable means to mitigate any Environmental Loss or
to limit or avoid significant harm or a significant risk of significant harm to
the Environment, where in advance of such Investigative Works there is reasonable
objective evidence that a matter exists or is likely to exist which would
satisfy one of the Environmental Trigger Events;


 


(b)                                it is required by law or under or
for the purpose of obtaining any Environmental Permit or for the purpose of any
judicial or regulatory proceedings;


 


(c)                                it is requested in writing by any
Environmental Authority under Indemnified Environmental Laws (without prompting
or solicitation on the part of the Relevant Purchasers);


 


(d)                                it is required in connection with
any Remedial Action; or


 


(e)                                it is an emergency, that is a state
of affairs where immediate and very grave harm to the Environment occurs or is
imminent;


 


(v)                                  any actual or proposed change in use
or development to an environmentally more sensitive use, or any actual or
proposed demolition or closure of all or a significant proportion of any
Indemnified Property after Completion; and


 


(vi)                               the cost of repair or replacement or
upgrade of any plant and or equipment or other structures where such works
would have been reasonably required to be carried out in the ordinary course of
business irrespective of the Contamination giving rise to the Environmental
Claim; and


 


(vii)                            the Remedial Action exceeds the
minimum that would be expressly required in writing by the Environmental
Authority under Indemnified Environmental Laws were it to be aware of such
Contamination, and assuming all reasonable efforts had been made as provided
for in paragraph 7 of this Schedule 15.


 


7.                                     CONDUCT
OF CLAIMS


 


7.1                             With effect from Completion, the
Relevant Purchasers shall have control and conduct of any Environmental
Proceeding and/or Remedial Action subject to paragraphs 7.2 and 7.3
below.


 


7.2                             Subject to paragraph 7.3
below, the Relevant Sellers have the right to take conduct and control of any Environmental
Proceeding which forms the subject of an Environmental Claim, including the
appointment of legal and other professional advisers and the making of any
settlement or compromise of the Environmental Proceeding, provided written
notice is given to the Relevant


 


183

















 


Purchasers, in which case the Relevant Purchasers shall provide the
Relevant Sellers with any such assistance and access to information and to
facilities or the Indemnified Properties as the Relevant Sellers may reasonably
require in relation to such Environmental Proceeding.


 


7.3                             In relation to any Environmental
Proceeding which forms the subject of an Environmental Claim, the Relevant
Purchasers (in the event that paragraph 7.1 applies) or the Relevant
Sellers (in the event that paragraph 7.2 applies) as appropriate
(referred to in this paragraph as the “Conduct Party”)
shall ensure that (subject to appropriate arrangements to maintain
confidentiality and privilege):


 


(A)                              the party who is not the Conduct
Party (the “Other Party”) is provided with
regular updates as to the steps which are being taken in connection with any
Environmental Proceeding and any relevant Remedial Action;


 


(B)                              copies of all material documentation
and correspondence in relation to the Environmental Proceeding and any relevant
Remedial Action shall be provided at the Other Party’s cost including drafts
where they are material;


 


(C)                              reasonable requests of the Other
Party will be complied with at the Other Party’s cost where applicable;


 


(D)                              the Other Party (including their
legal and other professional advisors) is given a reasonable opportunity to
review and comment in advance on any proposed specifications for Remedial
Action and/or work programmes relating to that Environmental Claim, provided
that such comments are received within a period to be specified by the Conduct
Party at that time and the Conduct Party shall have reasonable regard to such
comments;


 


(E)                              the Other Party is allowed to attend
meetings with the Environmental Authority as an observer (to the extent
permitted to do so by the Environmental Authority) as an observer, provided
that such meetings shall not be rearranged if the Other Party is unable to
attend at the proposed time;


 


(F)                               the Other Party is allowed to attend
meetings with consultants and advisors when planning any Remedial Action as an
observer, provided that such meetings shall not be rearranged if the Other
Party is unable to attend at the proposed time;


 


(G)                             without prejudice to paragraph 9
(Mitigation) all reasonable efforts are made in the conduct of the claim to
minimise the amount of Environmental Losses;


 


(H)                              where the Relevant Purchasers are
the Conduct Party, such action is taken as the Relevant Sellers may reasonably
require (having regard to the operations and reputation of the Graphic Paper
Business and any of the other businesses within the Relevant Purchaser’s Group)
to resist, dispute, contest, avoid, appeal, compromise or defend the
Environmental Proceeding and progress the Remedial Action (including making all
available counter-claims and exercising all rights of set-off against third
parties);


 


184

















 


(I)                                    material Remedial Action shall not
be carried out without prior written notice to the Relevant Sellers; and


 


(J)                                 where the Relevant Purchasers are
the Conduct Party, no admission of liability, agreement, settlement or
compromise in relation to the Environmental Proceeding is made without the
prior written consent of the Relevant Sellers which consent shall not be
unreasonably withheld.


 


8.                                     ONLY
RIGHT TO CLAIM


 


8.1                             This Schedule 15 contains the
Relevant Purchasers’ only right to claim against the Relevant Sellers under the
Agreement in relation to Contamination at the Indemnified Properties and the
Relevant Purchasers and any other member of the Relevant Purchasers’ Group
irrevocably waives, releases and discharges the Relevant Sellers and each
member of the Relevant Seller’s Group from any claims or causes of action,
known or unknown, whether based on statute, regulation or common law in
relation to Contamination except for claims under the Warranties set out in Schedule
4, paragraph 17 (Environment). 
For the avoidance of doubt, this paragraph 8 shall not be construed as
an admission of liability by any person.


 


8.2                             This indemnity, and for the
avoidance of doubt paragraph 8.1 of this Schedule 15 above, shall
not apply to the Kirkniemi Discharge Compensation.


 


9.                                     MITIGATION


 


9.1                             Subject to the other provisions of
this Schedule, the Relevant Purchasers shall (and shall procure that any member
of the Relevant Purchaser’s Group shall) procure that all reasonable steps are
taken and all reasonable assistance is given to avoid or mitigate any
Environmental Losses which in the absence of mitigation might give rise to an
Environmental Claim against the Relevant Sellers under this Schedule 15.


 


10.                              RELEVANT
PURCHASER TO INDEMNIFY RELEVANT SELLER


 


10.1                      The Relevant Purchasers undertake to
the Relevant Sellers (for themselves and as trustees for each other member of
the Relevant Seller’s Group) that it shall indemnify and keep indemnified the
Relevant Sellers (for themselves and as trustees for each other member of the
Relevant Seller’s Group) against any claims, damages, costs, expenses, losses
or liabilities incurred by the Relevant Sellers and/or any other member of the
Relevant Seller’s Group after the Expiry Date referred to in paragraph 5
above arising as a result of, or in relation to Contamination at the Kirkniemi
Property save to the extent that:


 


(A)                              Notice of any Environmental Claim
has been received by the Relevant Sellers prior to the Expiry Date; or


 


(B)                              the relevant damages, costs,
expenses, losses or liabilities are recoverable from the Relevant Sellers by
the Relevant Purchasers under clause 19.9(ii) of this Agreement.


 


185














 


SCHEDULE 16


 


(ANTI DILUTION PROVISIONS)


 


1.                                    If,
prior to the date that the obligation to deliver Consideration Shares under
this Agreement is settled with M-real, Sappi shall issue or grant to holders of
Sappi Shares a Rights Issue, in each case at a price per Sappi Share which is
less than the Current Market Price on the day immediately preceding the
announcement of the full terms of the Rights Issue, Sappi acknowledges and
agrees that the Consideration Share Price shall be adjusted, with effect from
the date of closing and settlement with Sappi of the last of the proceeds of
the Rights Issue, by multiplying the Consideration Share Price in force
immediately prior to such issue or grant by the following fraction:


 


	
  (A
  x B) + C

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (A
  x D)

  	
   

  



 


where:


 


A                                       means,
the Current Market Price in respect of a Sappi Share on the day immediately
preceding the announcement of the full terms of the Rights Issue,


 


B                                       is
the number of Sappi Shares in issue immediately before the announcement of the
full terms of the Rights Issue (excluding any Sappi Shares held in treasury by
Sappi or any of its subsidiaries);


 


C                                       is
the aggregate proceeds raised by Sappi pursuant to the Rights Issue expressed
in ZAR after the deduction of the fees, expenses and other costs of the Rights
Issue; and


 


D                                       is
the number of Sappi Shares in issue immediately following completion of the
Rights Issue (excluding any Sappi Shares held in treasury by Sappi or any of
its subsidiaries),


 


PROVIDED THAT where the effect of any
adjustment would be that the Consideration Share Price would be less than ZAR
1.00 being the nominal value of a Sappi Share, the Consideration Share Price
shall be ZAR 1.00 and Sappi shall compensate M-real by way of a payment in cash
of an amount per share which is equal to the amount by which the Consideration
Share Price falls short of the nominal value of ZAR 1.00.


 


2.                                    If,
prior to the date the obligation to deliver Consideration Shares under this
Agreement is settled with M-real, Sappi shall have announced or completed a
share capital reorganisation or special dividend or capital distribution or any
other action (other than the declaration or payment of an ordinary dividend) in
respect of the capital of Sappi, the effect of which would be to disadvantage
M-real as compared to the position they would have been in had all of the
Consideration Shares been issued and delivered on the date of this Agreement
(and in each such case no adjustment for the relevant event is made under paragraph
1 Sappi undertakes that it shall at its own expense and acting reasonably,
request an international investment bank selected by it and being reasonably
acceptable to M-Real, acting as expert, to determine as soon as practicable
what adjustment (if any) to the Consideration Share Price is fair and reasonable
to take account thereof and the date on which such adjustment should take
effect and upon such determination such adjustment (if any) shall take effect
in accordance with such determination PROVIDED THAT where the effect of any
adjustment would be that the Consideration Share Price would be less


 


186

















 


than ZAR 1.00 being the nominal value of a
Sappi Share, the Consideration Share Price shall be ZAR 1.00 and Sappi shall
compensate M-real by way of a payment in cash of an amount per share which is
equal to the amount by which the Consideration Share Price falls short of the
nominal value of ZAR 1.00.


 


3.                                    An
example of the application of the principles in Part 1 of this Schedule
16 are set out in Part 2 of this Schedule 16.


 


187

















 


Part 2


 


Assumptions


 


	
   

  	
   

  	
  ZAR

  	
   

  	
  €

  	
   

  
	
  Share Price

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consideration Share Price (30 day VWAP at announcement)

  	
   

  	
  82.39

  	
   

  	
  7.16

  	
   

  
	
  Current Market Price (5 day VWAP prior to full terms of rights offer
  set)

  	
   

  	
  81.50

  	
   

  	
  6.81

  	
   

  
	
  FX Rates

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current ZAR/EUR FX

  	
   

  	
  11.964

  	
   

  	
   

  	
   

  
	
  30 Day Avg ZAR/EUR FX prior to announcement

  	
   

  	
  11.5044

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividend Post Closing/ Pre Rights Offering (Per Share)

  	
   

  	
  2.41

  	
   

  	
   

  	
   

  
	
  Rights Issue Discount to Current Market Price

  	
   

  	
  40

  	
  %

  	
   

  	
   

  
	
  Determination of
  Consideration Shares

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consideration Share Proceeds (MM)

  	
   

  	
  575

  	
   

  	
  50

  	
   

  
	
  Consideration Share Price

  	
   

  	
  82.39

  	
   

  	
  7.16

  	
   

  
	
  Consideration Shares (# MM)

  	
   

  	
  6.98

  	
   

  	
  6.98

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  If €450 MM Rights Issue is
  Taken Up by Shareholders

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consideration Shares

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholders Take Up (MM)

  	
   

  	
  5384

  	
   

  	
  450

  	
   

  
	
  Less: Proceeds Used to Pay Rights Issue Costs (MM)

  	
   

  	
  (215

  	
  )

  	
  (18

  	
  )

  
	
  Rights Issue Proceeds Net of Issue Costs (MM)

  	
   

  	
  5169

  	
   

  	
  432

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Price

  	
   

  	
  81.50

  	
   

  	
  6.81

  	
   

  
	
  Rights Issue Discount to Current Market Price

  	
   

  	
  40

  	
  %

  	
  40

  	
  %

  
	
  Underwrite Price

  	
   

  	
  48.90

  	
   

  	
  4.09

  	
   

  
	
  Rights Issue Proceeds (MM)

  	
   

  	
  5,384

  	
   

  	
  450

  	
   

  
	
  Shares Issued to Rights Holders / Underwriters (# MM)

  	
   

  	
  110.10

  	
   

  	
  110.10

  	
   

  
	
  Total Shares Outstanding Pre Rights Issue Excl Consideration Shares(#
  MM)

  	
   

  	
  229

  	
   

  	
  229

  	
   

  
	
  TSO Post Rights Issue (# MM)

  	
   

  	
  339.10

  	
   

  	
  339.10

  	
   

  
	
  Theoretical Ex Rights Price

  	
   

  	
  70.28

  	
   

  	
  5.87

  	
   

  
	
  Adjustment Factor

  	
   

  	
  86.23

  	
  %

  	
  86.23

  	
  %

  
	
  Consideration Share Price

  	
   

  	
  82.39

  	
   

  	
  7.16

  	
   

  
	
  Adjusted Consideration Share Price

  	
   

  	
  71.04

  	
   

  	
  6.18

  	
   

  
	
  Consideration Share Proceeds (MM)

  	
   

  	
  575

  	
   

  	
  50

  	
   

  
	
  Consideration Shares Adjusted
  for Rights Issue (# MM)

  	
   

  	
  8.10

  	
   

  	
  8.10

  	
   

  



 


188

















 


IN WITNESS whereof the parties have entered into this Agreement the day
and year first before written.


 


 


	
  SIGNED
  by

  	
   

  	
  

  	
   

  	
   /s/ Esa Kaikkonen

  
	
  for and
  on behalf of M-REAL CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  

  	
   

  	
   /s/ Esa Kaikkonen

  
	
  for and on behalf of M-REAL
  DEUTSCHE HOLDING

  	
   

  	
   

  
	
  GMBH

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  

  	
   

  	
   /s/ Esa Kaikkonen

  
	
  for and on behalf of M-REAL
  HALLEIN A.G.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  

  	
   

  	
   /s/ Esa Kaikkonen

  
	
  for and on behalf of M-REAL
  NL HOLDING B.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  

  	
   

  	
   /s/ Esa Kaikkonen

  
	
  for and on behalf of M-REAL
  ZANDERS GMBH

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


189

















 


	
  SIGNED by

  	
   

  	
  

  	
   

  	
   /s/ R J Boëttger and RD Hope

  
	
  for and on behalf of SAPPI
  LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  

  	
   

  	
   /s/ R J Boëttger and RD Hope

  
	
  for and on behalf of SAPPI
  DEUTSCHLAND

  	
   

  	
   

  
	
  HOLDING GMBH

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  

  	
   

  	
   /s/ R J Boëttger and RD Hope

  
	
  for and on behalf of SAPPI
  NETHERLANDS BV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  

  	
   

  	
   /s/ R J Boëttger and RD Hope

  
	
  for and on behalf of SAPPI
  PAPIER HOLDING

  	
   

  	
   

  
	
  GMBH, AUSTRIA

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  

  	
   

  	
   /s/ R J Boëttger and RD Hope

  
	
  for and on behalf of SAPPI
  FINLAND I OY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


190