Current report no. 12/2021

Date: 2nd April 2021

Subject: Conclusion of material agreement related to the refinancingprocess by Arctic Paper S.A.

General legal basis:

Art. 17 sec. 1 of MAR - inside information

Content:

The Management Board of Arctic Paper S.A. (the "Company") informs thaton 2nd of April 2021 the Company entered into a term and revolvingfacilities agreement (the "Facilities Agreement"), which was concludedbetween the Company as borrower and guarantor, the Company'ssubsidiaries Arctic Paper Kostrzyn S.A., Arctic Paper Munkedals AB, andArctic Paper Grycksbo AB, as guarantors (the "Guarantors") and aconsortium of banks composed of: Santander Bank Polska S.A. (the"Security Agent"), BNP Paribas Bank Polska S.A. and Bank Polska KasaOpieki S.A.(jointly: the "Lenders"), under which the Lenders granted theCompany a term facility divided into two tranches in the amounts of,respectively, PLN 75,000,000 and EUR 16,100,000 and a revolving facilityfor a total amount EUR 32,200,000 (the "Facilities").

To secure the claims of the Lenders under the Facilities Agreement andother related finance documents, the Company and the Guarantors willestablish, amongst others, the following security interests: registeredpledge and financial pledge over shares in Arctic Paper Kostrzyn S.A.,pledges over shares in companies incorporated under Swedish law, i.e.Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, statements onsubmission to enforcement by the Company and Arctic Paper Kostrzyn S.A.,registered pledges and financial pledges over bank accounts of theCompany and Arctic Paper Kostrzyn S.A., pledges over bank accounts ofArctic Paper Munkedals AB and Arctic Paper Grycksbo AB, mortgagesestablished on real properties of Arctic Paper Kostrzyn S.A., mortgagesestablished on real properties of Arctic Paper Munkedals AB and ArcticPaper Grycksbo AB, registered pledge over assets of Arctic PaperKostrzyn S.A. and security over rights under property insurance policiesof the Company, Arctic Paper Kostrzyn S.A., Arctic Paper Munkedals ABand Arctic Paper Grycksbo AB.

The Management Board of Arctic Paper S.A. in current report no. 04/2021dated February 5th, 2021, informed investors about the decision to startwork in connection with the Company's planned refinancing of theexisting financial debt of the Company and its subsidiaries resultingfrom, amongst others, the concluded term and revolving facilityagreement.

The aforesaid agreements represent such alternative financing and achange to the structure of the financing of the Company's group.

Below the Company provides detailed information regarding the matterspresented above:

1. The Facilities Agreement

Pursuant to the Facilities Agreement, the Lenders made the followingloan facilities available to the Company:

(i) a term loan facility, payable in two tranches - tranche 1 of PLN75,000,000 (seventy five million zlotys) and tranche 2 of PLN 16,100,000(sixteen million one hundred thousand euro) (the "Term Facility"); and

(ii) a revolving credit facility of EUR 32,200,000 (thirty two milliontwo hundred thousand zlotys) (the "Revolving Facility").

The Term Facility was made available, subject to the appropriate termsof the Facilities Agreement, for the purpose of refinancing of theCompany's and its certain subsidiaries' existing indebtedness under,amongst others, the term and revolving facilities agreement as describedin the current report no. 04/2021 dated February 5th, 2021.

The Revolving Facility was made available, subject to the appropriateterms of the Facilities Agreement, and may be used towards the generalcorporate and working capital purposes of the Company and its certainsubsidiaries (including intra-group on-lending in any form).

The disbursement of the Facilities, is conditional on the fulfilment ofconditions precedent by the Company and the Guarantors

Pursuant to the provisions of the Facilities Agreement, the Facilitiesbear interest according to a floating rate based on the WIBOR basereference rate in the case of financing in PLN and EURIBOR basereference rate in the case of financing in EUR and variable margin, thelevel of which will depend on the level of the net debt-to-EBITDA ratio.

Under the Facilities Agreement, the relevant Facilities will be repaidby:

(i) in the case of the Term Facility - the date falling five years afterthe Facilities Agreement; and

(ii) in the case of the Revolving Facility - the date falling threeyears after the date of the Facilities Agreement, with an option toextend the terms of the Revolving Facility by two additional years inaccordance with the Facilities Agreement.

The Term Facilities will be repaid in equal instalments paid every sixmonths starting from November 2021 and the Revolving Facility will berepaid on the final maturity date.

2. Security interests

The Company and the Guarantors will establish securities for repaymentof the liabilities under, amongst others, the Facilities Agreement forits duration.

Specific legal basis:

Art. 17 sec. 1 of Regulation (EU) No. 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 on market abuse (marketabuse regulation) and repealing Directive 2003/6/EC of the EuropeanParliament and of the Council and Commission Directives 2003/124/EC,2003/125/EC and 2004/72/EC.