Annual General Meeting 2010 Billerud Aktiebolag (publ)

Annual General Meeting 2010 Billerud Aktiebolag (publ) 

Shareholders of Billerud AB (publ) are hereby invited to attend the Annual
General Meeting at 3 p.m. on Tuesday 4 May 2010 at Nalen, Regeringsgatan 74,
Stockholm, Sweden.  

The premises where the meeting will be held will be open from 2 p.m.  

As a service to shareholders who cannot attend the meeting, the CEO's speech
will be published in Swedish at the company's website, www.billerud.com, after
the end of the meeting.

Participation  

Shareholders wishing to take part in the Annual General Meeting must: 

-	Be registered in the Shareholders' Register held by Euroclear Sweden AB
(formerly VPC AB) by Tuesday 27 April 2010,
-	Notify the company of their intention to attend the Annual General Meeting not
later than 4 p.m. on Tuesday 27 April 2010. Notification shall be made in
writing by post to Billerud AB, "AGM", P.O. Box 7841, SE-103 98 Stockholm,
Sweden, or by telephone to +46 8 402 90 62. Notification can also be made via
the company's website www.billerud.se/anmalan or by e-mail to
arsstamma@billerud.com.  In their notification shareholders should state their
name, personal-/corporate identity number, address, daytime telephone number,
number of shares held and, where applicable, number of representatives and
assistants (maximum of two).

Representatives and representatives of legal entities are requested to submit in
good time before the Meeting the original document of their authorisation,
registration certificate and other relevant authorisation documents. A form of
power of attorney can be downloaded from the company's website, www.billerud.se.
 

To be able to participate at the Meeting, shareholders whose shares are
registered in the name of a nominee must request that their own names be
temporarily registered in the share register kept by Euroclear Sweden AB
(formerly VPC AB). This procedure, so-called voting right registration, must be
effected not later than on Tuesday 27 April 2010, which means that the
shareholder must inform the nominee well in time before this date.  

An entry card entitling participation in the meeting will be sent out before the
Meeting. If the entry card has not arrived on time, shareholders providing proof
of their identity can obtain a new card at the information desk.  

There are 104,834,613 shares in the company representing one vote each. Thus the
total number of votes is 104,834,613. As of 25 March 2010 the company owned
1,851,473 of its own shares, which may not be represented at the Meeting. The
total number of votes in the company as of 25 March 2010 was therefore
102,983,140.  

Proposed Agenda  

1.	Opening of the Meeting.  
2.	Election of chairman for the Meeting.  
3.	Drawing up and approval of voting list.  
4.	Election of one or two persons to verify the minutes.  
5.	Determination as to whether the Meeting has been duly convened.  
6.	Approval of the Agenda.  
7.	Presentation of the Annual Report and the Auditors' Report as well as the
Consolidated Accounts and Consolidated Auditors' Report for the 2009 financial
year.  
8.	Report on the work of the Board and Board Committees over the past year.  
9.	Presentation by the Chief Executive Officer.  
10.	Resolution on:  
a)	the adoption of the income statement and the balance sheet as well as the
consolidated income statement and consolidated balance sheet for 2009,  
b)	the appropriation of the company's profit according to the adopted balance
sheet for 2009 and the adoption of the record date for the dividend, and 
c)	discharge from personal liability for Board Members and the CEO for their
administration for the year 2009.  
11.	Report from the Nominations Committee and proposals
12.	Resolution on number of Board Members and possible deputy Board Members to
be chosen by the Meeting.  
13.	Resolution on fees for Board Members and remuneration for Committee work and
resolution on fees for auditors.  
14.	Election of Board Members and, if applicable, deputy Board Members, Chairman
and Deputy Chairman of the Board.  
15.	Resolution on procedures for appointment of the Nominations Committee for
the 2011 Annual General Meeting.  
16.	The Board's proposal for guidelines for remuneration to senior executives.  
17.	The Board's proposal for a decision regarding the transfer of shares due to
the decision on Long Term Incentive Program at the Annual General Meeting of
2007.
18.	The Board's proposal for a decision regarding
(a)	introduction of Long Term Incentive Program 2010, and
(b)	transfer of shares under the Long Term Incentive Programme 2010  
19.	The Board's proposal for a decision regarding authorisation for the Board to
transfer the company's own shares.  
20.	Closing of the Meeting.  
 
Motions  

Item 2  
The Nominations Committee proposes that Chairman of the Board, Ingvar Petersson,
be elected chairman of the Meeting.  

Item 10 b  
The Board of Directors proposes a dividend of SEK 0.50 per share and Friday 7
May 2010 as record day for the dividend. If the Meeting approves the Board's
proposal, payment via Euroclear Sweden AB is expected to be sent on Wednesday 12
May 2010.

Item 12  
The Nominations Committee proposes that the Board shall consist of seven
ordinary members, including the Chairman and Deputy Chairman.  

Item 13  
The Nominations Committee proposes the following:  

-	that the annual fee to ordinary Board Members not employed by the Billerud
Group shall be SEK 225,000 per Member (unaltered), that the annual fee to the
Chairman shall be SEK 450,000 (unaltered) and that the annual fee to the Deputy
Chairman shall be SEK 350,000 (unaltered),  
-	that the annual remuneration for work on Board Committees be paid to members
appointed by the Board and shall be SEK 70,000  to the chairman of the Audit
Committee, SEK 30,000 to each of the other members of the Audit Committee, SEK
40,000 to the chairman of the Compensation Committee and SEK 15,000 to each of
the other members of the Compensation Committee; 
-	that fees to the auditors during the mandate period be paid by current
account.  

Item 14  
The Nominations Committee proposes that Ingvar Petersson, Gunilla Jönson,
Michael M.F. Kaufmann, Per Lundberg, Ewald Nageler, Yngve Stade and Meg Tivéus
are re-elected as Board Members.  

The Nominations Committee further proposes that the Annual General Meeting
re-elects Ingvar Petersson as Chairman of the Board and Michael M.F. Kaufmann as
Deputy Chairman.  

Item 15  
The Nominations Committee proposes that procedures for the appointment of the
Nominations Committee for the 2011 Annual General Meeting be as follows:  

The Nominations Committee shall comprise no more than four members. The Chairman
of the Board shall be the secretary of the Nominations Committee. During the
autumn of 2010 the Chairman shall contact the major shareholders (judged by size
of shareholding) regarding the formation of a Nominations Committee. The names
of the members of the Nominations Committee, and the names of the shareholders
they represent, shall be published six months at the latest prior to the 2011
Annual General Meeting and be based upon the known shareholding immediately
prior to the announcement.  Unless Committee members decide otherwise, the
Chairman of the Nominations Committee shall be the member representing the
largest shareholder (judged by size of shareholding). The Committee forms a
quorum when more than half of its members are present.  

If during the Committee's mandate period one or more shareholders represented on
the Nominations Committee are no longer among the largest shareholders, then
their representatives shall resign their positions and the shareholder or
shareholders who have become among the largest shareholders shall have the right
to appoint their representatives. Unless there is special cause, no changes
shall be made to the composition of the Nominations Committee if only minor
changes in shareholding have been made, or the changes take place later than two
months prior to the Annual General Meeting that will decide on proposals made by
the Committee.  

Shareholders who appoint members to the Nominations Committee have the right to
dismiss their representative and appoint a new one. Equally, the shareholder
whose representative requests to leave the Committee before its work is
completed has the right to replace such a representative. Changes to the
composition of the Nominations Committee shall be published as soon as they take
place.  

The Nominations Committee shall produce proposals for the following items to be
decided by the 2011 Annual General Meeting: (a) proposal for chairman of the
Meeting, (b) proposal for number of Board Members, (c) proposal for nominations
of Board members, Chairman and Deputy Chairman of the Board, (d) proposals for
Board fees and distribution between Chairman and Deputy Chairman of the Board
and other Members, and possible remuneration for Committee work, (e) proposal
for fees to auditors, and (f) proposal for procedures for appointing the
Nominations Committee.  

The Nominations Committee shall make available the requisite information to the
company so that Billerud can meet the information requirements of the Swedish
code of corporate governance.  

Furthermore, the Nominations Committee shall in performing its duties meet the
requirements set by the Swedish code of corporate governance for nominations
committees, and Billerud shall at the request of the Nominations Committee
provide staff resources, such as secretary of the Committee, in order to
facilitate the Committee's work. If so required, Billerud shall also pay
reasonable costs for external consultants and similar which are considered
necessary by the Committee for it to perform its duties.  

Item 16  
The Board proposes that the Meeting approve the following guidelines for
remuneration to the executive officers. Executive officers are the CEO and other
members of the senior management team.  

Billerud shall set the remuneration levels and employment terms that are
appropriate in order to recruit and keep a management team with a high level of
competence and the capability to achieve established goals. Remuneration shall
motivate executives to do their utmost to secure shareholders' interests.
Remuneration may be in the form of fixed salary, variable salary, long-term
incentive programs and other benefits such as pension or company car. Fixed and
variable salary shall be set in relation to competence, area of responsibility
and performance. Variable remuneration will be based on outcomes in relation to
established targets and shall be a maximum of a fixed percentage of annual fixed
salary and vary between 30% and 45%. However, variable remuneration shall only
be paid on condition that the company's result is positive. Incentive programs
within the company shall primarily be linked to financial requirements of
performance and shall ensure long-term commitment to the development of the
company and shall be implemented on market terms. For more information about the
existing incentive programs adopted by the 2007 Annual General Meeting, see the
company's annual report and website. For further information regarding the
proposed Long Term Incentive Program 2010, please see the Board's proposal
according to item 18 on the agenda. Pension benefits shall either be
defined-benefit or defined-contribution, and normally give an entitlement to
pension from age 65. In some cases the retirement age may be lower, although 62
is the lowest retirement age. Six to twelve months is the normal notification
period for termination of employment, and severance pay shall be a maximum of 12
months' salary in the event of dismissal by the company.  

Remuneration and employment terms for the CEO are prepared by the Compensation
Committee and decided by the Board. Remuneration and employment terms for
members of the senior management team are decided by the CEO, after approval
from the Compensation Committee.  

The Board of Billerud has the right to deviate from these guidelines in
individual cases if there is a good reason. 

Item 17  
The 2007 Annual General Meeting decided to introduce (i) a long-term incentive
program for all employees featuring so-called share matching, and (ii) a
long-term incentive program with so-called performance shares, comprising a
maximum of 69 managers and key employees of the Billerud Group (together
referred to as “LTIP 2007”). More information about LTIP 2007 is available in
the company's annual report and on the company's website. In order to implement
the LTIP 2007, the Board proposes that the Meeting take a decision on transfer
of the company's own shares under the following principal terms: (a) transfer
may be made of a maximum of 160,000 shares to be transferred to participants in
the LTIP 2007 in the form of so-called matching shares and performance shares,
(b) transfer of shares shall be made at the time and in accordance with the
terms of the LTIP 2007 on which the participants are entitled to granting of
shares, and (c) also, the Board shall be entitled to convey a maximum of 50,000
shares of the total own possession of shares in Billerud, in order to cover
certain costs, mainly social security costs, relating to LTIP 2007. Transfer of
the shares shall be effected on NASDAQ OMX Stockholm at a price within the price
interval registered at each time for the share.

The reasons for the deviation from shareholders' preferential rights are that it
is an advantage for Billerud to transfer shares in accordance with the above
proposal in order to meet the requirements of the approved incentive program.  

Item 18
The Board of Directors proposes that the Meeting decide on the introduction of
the Long Term Incentive Program ("LTIP 2010") and transfer of shares under the
Long Term Incentive Program.

a)	INTRODUCTION OF LONG TERM INCENTIVE PROGRAM

LTIP 2010 in brief
Considering that the long term incentive program from 2007 ("LTIP 2007") will
expire during 2010, the Board of Directors now proposes a new Long Term
Incentive Program ("LTIP 2010"). The Board of Director's main objective with
LTIP 2010 is, like LTIP 2007, to strengthen Billerud's capability to retain the
best talent for key leadership positions. The aim is further to stimulate the
managers and key employees whose efforts have direct impact on Billerud's
result, profitability and value growth, to increased efforts by aligning their
interests and perspectives with those of the shareholders. LTIP 2010 comprises a
total of maximum 90 managers and other key employees within the Billerud Group
divided into two categories. Category 1 consists of CEO, CFO, Snr Vice President
Corporate Human Resources, Technical Director, Production Director and Business
Area Directors (maximum nine persons). Category 2 consists of Mill Managers,
Forestry Director, Management Teams of the Mills, Business Area Managers, Sales
Office Managers and certain other executives (maximum 81 persons). To
participate in LTIP 2010, the participants must purchase Billerud shares at
market price on NASDAQ OMX Stockholm ("Saving Shares"). Previously held Billerud
shares are also included in the Saving Shares. The participants are offered to
allocate Saving Shares not exceeding a number equal to 10%, as regards
participants in Category 1, and 5%, as regards participants in Category 2, of
the participant's base salary as per year end 2009 divided by the closing price
of the Billerud share per December 30, 2009 (SEK 53.25). Saving Shares shall
normally be purchased or allocated to the program during a period of
approximately two weeks during May 2010, after the Annual General Meeting. In
the event of new hires of managers and key employees after that period, an offer
to participate might still be given under LTIP 2010 and purchases and
allocations of Saving Shares be granted to those managers and key employees
until the end of August 2010. Thereafter, the participants will, after a three
year vesting period, commencing on the day when the LTIP 2010 agreement is
entered into and ending in conjunction with the publication of Billerud's first
quarter report for the year 2013, however not earlier than three years after the
LTIP 2010 agreement is entered into ("Vesting Period"), free of charge, be
alloted Billerud shares, provided that certain conditions are fulfilled.

Matching Share Right
For each Saving Share that the participant invests in and locks in to LTIP 2010,
the participant is, free of charge, allotted one matching share right ("Matching
Share Right"), which entitles the participant to, free of charge, receive one
Billerud share, provided that (i) the participant remain employed within the
Billerud Group during the Vesting Period, and (ii) all Saving Shares are
retained during the Vesting Period.

Performance Share Right
For each Saving Share that the participant invests in and locks in to LTIP 2010,
the participant is, free of charge, allotted three performance share rights
("Performance Share Rights"). The Performance Share Rights are divided into
three series, series A-C, where each Performance Share Right entitles to, free
of charge, allotment of maximun one Billerud share. The allotment of Billerud
Shares due to Performance Share Rights of series A-C requires that the the
conditions for the Matching Share Rights are fulfilled and also that certain
certain performance conditions are fulfilled. The performance conditions for the
Performance Share Rights of series A relate to Billerud's average operating
margin for the period 2010-2012. The performance conditions for the Performance
Share Rights of series B relate to Billerud's EBIT margin in comparison with the
average operating margin for the period 2010-2012 for a peer group of certain
selected companies. The performance conditions for the Performance Share Rights
of series C relate to Billerud's total shareholder return for the period
2010-2012 in comparison with the total shareholder return for the period
2010-2012 for a peer group of certain listed Nordic companies.

Conditions for the Share Rights
In addition to what has been stated above, the following terms and conditions
apply for both the Matching Share Rights and the Performance Share Rights: 
•	The Share Rights are intended to be allotted, free of charge, during May 2010.
The Board of Directors is authorized to do allotments within the scope of LTIP
2010 due to new hires made after the first date of allotment, or in the case
that Billerud is unable to lauch LTIP 2010 during May 2010, however not later
than August 2010.
•	The participants are not entitled to transfer, pledge or dispose the Share
Rights or perform any shareholder's rights regarding the Share Rights during the
Vesting Period.
•	Allotment, free of charge, of Billerud shares will take place after the
publication of Billerud's first quarter report for the year 2013, however not
earlier than three years after the LTIP 2010 agreement is entered into.
•	Billerud will make no adjustments or compensations to the participants of LTIP
2010 due to dividend regarding the shares that the respective Share Right
qualifies for.
•	The maximum profit per participant is limited to an amount of SEK 200 per
Share Right, equal to a maximum of 18 monthly salaries as regards participants
in Category 1, and an amount equal to a maximum of nine monthly salaries as
regards participants in Category 2.

The Board of Directors, or a certain comittee appointed by the Board of
Directors, shall be responsible for determining the detailed terms  and the
administration of LTIP 2010, however within the scope of given frames and
directions.

Scope, hedging and costs
In total, LTIP 2010 comprises a maximum of 86,600 Saving Shares, which can
involve allotment of in total a maximum of 346,000 Billerud shares (a maximum of
86,600 due to the Matching Share Rights and a maximum of 259,800 due to the
Performance Share Rights). An additional 109,000 Billerud shares are assigned
for shares that can be transferred by Billerud in order to hedge certain costs,
mainly social security costs. The maximum number of Billerud shares which are
included in the LTIP 2010 are thus 455,400, which correspond to approximately
0.4 % of the number of outstanding Billerud shares. The LTIP 2010 leads to a
certain financial exposure for Billerud, due to market price changes for the
Billerud share. In order to hedge the financial exposure for Billerud, the Board
of Directors proposes that the Board of Directors shall have the right to decide
on alternative methods for transfer of shares under LTIP 2010. The Board of
Directors therefore proposes to have the right to decide to transfer own shares
(under item b below) or to enter into so-called equity swap agreements with a
third party in order to meet the requirements under LTIP 2010. Based on a
theoretical assumption of a yearly increase of 10% of the share price and a
Vesting Period of three years, the cost for LTIP 2010 including social security
costs equals approximately SEK 12,000,000, which is on annualized basis
equivalent to approximately 0.3% of Billerud's total staff costs for the
financial year 2009. The maximum cost for LTIP 2010, based on the above
assumptions, equals approximately SEK 35,000,000, including SEK 22,000,000 in
social security costs.

The Board of Directors proposal
Referring to the above-mentioned description, the Board of Directors proposes
that the Annual General Meeting resolves to adopt LTIP 2010.

Majority Requirement
A resolution to introduce LTIP 2010, in accordance with the Board of Directors's
proposal, is valid where supported by shareholders holding more than half of the
votes cast at the General Meeting of Shareholders

b)	TRANSFER OF SHARES UNDER LTIP 2010

Background
In order to implement the LTIP 2010 in a cost efficient and flexible manner, the
Board of Directors has considered different hedging methods for the transfer of
shares under the program. Based on these considerations, the Board of Directors
intends to hedge the financial exposure related to LTIP 2010, by way of entering
into an equity swap agreement with a third party, or, provided that the Annual
General Meeting of Shareholders resolves in accordance with this item on the
agenda, by way of transfer of Billerud's own shares held in treasury.

The Board of Directors proposal
The Board of Directors proposes that the Annual General Meeting resolves on
transfer of shares under the LTIP 2010 in accordance with the terms and
conditions set out below:
(i)	Transfer may be made of a maximum of 346,400 Billerud shares to be
transferred to participants in the LTIP 2010.
(ii)	Transfer of shares shall be made free of charge at the time and in
accordance with the conditions that the participants in LTIP 2010 are entitled
to receive allotment of shares, i.e. after the publication of Billerud's first
quarter report for the year 2013.
(iii)	Further, the Board of Directors shall have the right, prior to the Annual
General Meeting of Shareholders 2011, to divest a maximum of 109,000 shares of
Billerud's total own holding of Billerud shares, in order to cover certain costs
(primarily social security costs) and to fulfill Billerud's responsibilities
under LTIP 2010. Divestment of the shares under this item, shall be effected at
NASDAQ OMX Stockholm at a price within the price interval registered at each
time for the share.

The reasons for the deviation from shareholders' preferential rights are that it
is an advantage for Billerud to transfer and divest shares in accordance with
the above proposal in order to meet the requirements of the approved incentive
program.

Majority Requirement
A resolution to approve the Board of Directors's proposal under item b above is
valid where supported by shareholders holding no less than nine tenths of both
the votes cast and the shares represented at the Annual General Meeting of
Shareholders. The Board of Directors's proposal pursuant to this item b is
conditional on that the Board of Directors's proposal regarding the introduction
of the long term incentive program has been approved by the Annual General
Meeting of Shareholders (see item a above).

Item 19  
The Board proposes that, in addition to the transfers of own shares as follows
from items 17-18 on the agenda, the Meeting authorise the Board during the
period up to the next Annual General Meeting, on one or more occasions and with
deviation from preferential rights for shareholders, to reach a decision
regarding the transfer of Billerud shares that the company holds at the time of
the Board's decision, either to a third party as payment in connection with
acquisition of companies, and/or as a transfer on the stock exchange in order to
raise liquid funds for payment in connection with such acquisitions. Payment for
transferred shares may be made in cash, and for a transaction other than via the
stock exchange, through contribution of property or set-off of a receivable
against the company. A transfer on NASDAQ OMX Stockholm may only be carried out
at a price per share within the range of share prices registered for the company
at any given time. Any other transfer may take place at the market value, as a
minimum, determined by the Board. The reason for enabling the Board to deviate
from the principle of preferential rights for existing shareholders is to give
the Board the required capacity to carry out the acquisition of all or parts of
other companies and businesses.  

Other  
To be valid, the Meeting's decision concerning item 17 must gain the support of
shareholders representing at least nine-tenths of both the votes cast and the
shares held by shareholders attending the meeting. To be valid, the Meeting's
decision concerning item 18(a) must gain the support of shareholders
representing at least half of the votes cast by shareholders attending the
meeting and to be valid, the Meeting's decision concerning item 18(b) must gain
the support of shareholders representing at least nine-tenths of both the votes
cast and the shares held by shareholders attending the meeting. The Board's
proposal pursuant to item 18 (b) is conditional on that the Board's proposal
regarding the introduction of a long term incentive program has been approved by
the General Meeting of Shareholders. The Meeting's decision concerning item 19
must gain the support of shareholders representing at least two-thirds of both
the votes cast and the shares held by shareholders attending the meeting. 

Documentation  
The Nominations Committee's complete proposals for decisions for items 2 and
12-15 are stated above. The company's Annual Report and the Auditors' Report for
the 2009 financial year and the complete proposals for decisions concerning
items 10b and 16-19 will not later than on 20 April 2010 be made available by
the company at its office on Gustav III:s Boulevard 18, Solna, Sweden, and will
be sent by post to shareholders who have requested to receive the documents and
have stated their postal address. The documents are also available via the
company's website, www.billerud.com. 

Solna, March 2010

The Board of Directors

Non-Swedish speaking shareholders 
For the convenience of non-Swedish speaking shareholders the proceedings of the
Annual General Meeting will be simultaneously interpreted to English. This
service may be requested when attendance to the Annual General Meeting is
notified. 

For further information please contact
Ingvar Petersson, Chairman, phone. +46 70 595 76 05

Billerud AB (publ) Box 703, SE-169 27 Solna, Sweden Org.no. 556025-5001
Phone +46 8 553 335 00 Fax +46 8 553 335 60 E-mail: ir@billerud.com
Billerud is a packaging paper company with a business concept to supply
customers with innovative and high quality packaging paper. A consistent
concentration on attractive market segments and a strong customer focus are
cornerstones of Billerud's strategy. Billerud focuses on kraft paper and
containerboard and has a world-leading position within several product segments.
The company's production units are among the most cost-efficient in Europe for
these products.