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SPECIAL MEETING OF STOCKHOLDERS OF

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

June 29, 2022

GO GREEN

 

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material,

statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

  

 

 

 

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

  
 

The Notice of Meeting, Proxy Statement and Proxy Card

are available at www.swmintl.com

  

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

LOGO   Please detach along perforated line and mail in the envelope provided.   LOGO

 

        ⬛    00030030000000001000    0

062922                                         

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  ☒

 

     

 

      

1.  Proposal to approve the issuance of SWM voting common stock, par value $0.10 per share, of SWM (which we refer to as the “SWM common stock”), pursuant to the terms of the merger agreement, in an amount necessary to complete the merger and the other transactions contemplated by the merger agreement (which we refer to as the “SWM share issuance proposal”); and

    

 

FOR

☐

  

 

AGAINST

☐

  

 

ABSTAIN

☐

  
 
       

2.  Proposal to approve one or more adjournments of the SWM special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the SWM share issuance proposal (which we refer to as the “SWM adjournment proposal”).

   ☐   ☐   ☐  
 
       

NOTE: The proxies are authorized to vote, at their discretion, upon such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

 
        The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Special Meeting of Stockholders and a Proxy Statement for the Special Meeting of Stockholders.
 
         
        PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
                 
 
          Please mark here if you plan to attend the meeting.   ☐    
  To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.  

☐  

            

 

  Signature of Shareholder           Date:                   Signature of Shareholder        Date:       
 

 

⬛

     Note:   Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.    

 

⬛

  

SPECIAL MEETING OF STOCKHOLDERS OF

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

June 29, 2022

 

 

 

     PROXY VOTING INSTRUCTIONS    

 

   

 

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

 

Vote online until 11:59 PM EST the day before the meeting.

 

     LOGO  

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

 

IN PERSON - You may vote your shares in person by attending the Special Meeting.

 

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

    

 

COMPANY NUMBER  

 

    
 

 

ACCOUNT NUMBER  

 

    
       
       

 

 

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, Proxy Statement and Proxy Card

are available at www.swmintl.com

LOGO Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. LOGO

 

    ⬛        00030030000000001000    0                        062922

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  ☒

 

     

 

    

1.  Proposal to approve the issuance of SWM voting common stock, par value $0.10 per share, of SWM (which we refer to as the “SWM common stock”), pursuant to the terms of the merger agreement, in an amount necessary to complete the merger and the other transactions contemplated by the merger agreement (which we refer to as the “SWM share issuance proposal”); and

    

 

FOR

☐

  

 

AGAINST

☐

  

 

ABSTAIN

☐

  
 
       

2.  Proposal to approve one or more adjournments of the SWM special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the SWM share issuance proposal (which we refer to as the “SWM adjournment proposal”).

   ☐   ☐   ☐  
 
       

NOTE: The proxies are authorized to vote, at their discretion, upon such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

 
        The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Special Meeting of Stockholders and a Proxy Statement for the Special Meeting of Stockholders.
 
         
        PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
                 
 
         

Please mark here if you plan to attend the meeting.   ☐

    
  To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.  

☐  

            

 

  Signature of Stockeholder           Date:               Signature of Shareholder        Date:       
 

 

⬛

     Note:   Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.    

 

⬛

  

 

 

 

   0                 ∎

 

 

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

100 North Point Center East

Alpharetta, Georgia 30022-8246

COMMON STOCK PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

For Special Meeting of Stockholders, June 29, 2022

 

TThe undersigned hereby appoints RICARDO NUÑEZ and R. ANDREW WAMSER, Jr., and each of them, proxies with full power of substitution, to represent and to vote as set forth herein all the shares of Common Stock of Schweitzer-Mauduit International, Inc. (the “Company”) held of record by the undersigned on May 20, 2022, at the Special Meeting of Stockholders of the Company, to be held at the Company’s headquarters, 100 North Point Center East, Alpharetta, GA 30022 at 8:00 am Eastern Time, or www.cesonlineservices.com/swm22_vm, on June 29, 2022, and any adjournment or postponement thereof. If no designation is made, the proxies will vote the shares as the Board of Directors recommends: “FOR” Proposals 1 and 2.

 

(Continued and to be signed on the reverse side)

 

 

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