Patrick Loulou - 30 Nov 2021 Form 4 Insider Report for Domtar CORP

Footnote F1

Disposed of for $55.50 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 10, 2021, by and among, Domtar Corporation, Karta Halten B.V., Pearl Merger Sub Inc., Paper Excellence B.V., and Hervey Investments B.V. (the "Merger Agreement"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement.

Footnote F2

The option, which provided for vesting in three equal annual installments on each anniversary of February 23, 2015, was canceled in the Merger in exchange for a cash payment of $12.08 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.

Footnote F3

Pursuant to the Merger Agreement, each option that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested or exercisable, was canceled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares of Common Stock underlying such option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such option, without any interest and subject to all applicable withholding. Each option for which, as of the Effective Time, the exercise price was greater than or equal to the Merger Consideration was cancelled without any consideration being payable in respect thereof.

Footnote F4

The option, which provided for vesting in three equal annual installments on each anniversary of February 22, 2016, was canceled in the Merger in exchange for a cash payment of $21.72 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.

Footnote F5

The option, which provided for vesting in three equal annual installments on each anniversary of February 21, 2017, was canceled in the Merger in exchange for a cash payment of $15.69 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.

Footnote F6

The option, which provided for vesting in three equal annual installments on each anniversary of February 20, 2018, was canceled in the Merger in exchange for a cash payment of $11.84 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.

Footnote F7

Each Stock Unit is the economic equivalent of one share of Common Stock of Domtar Corporation.

Footnote F8

Pursuant to the Merger Agreement, each Restricted Stock Unit ("RSU") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, other than a RSU granted during the year of the closing of the Merger (a "CIC Year RSU"), was cancelled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares of Common Stock underlying such RSU multiplied by (ii) the Merger Consideration, without any interest and subject to all applicable withholding.

Footnote F9

The RSU credited to the Reporting Person's account represents a CIC Year RSU. Each CIC Year RSU was canceled and converted into the right to receive a cash payment equal to the product of (i) (x) the total number of shares of Common Stock underlying each such CIC Year RSU multiplied by (y) the Merger Consideration, without any interest and subject to all applicable withholding, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the first day of the calendar year in which the closing of the Merger occurs through the Closing Date, and the denominator of which is 365.

Footnote F10

Pursuant to the Merger Agreement, each Performance Stock Unit ("PSU") that was outstanding as of immediately prior to the Effective Time, whether or not vested, other than a PSU granted during the year of the closing of the Merger (a "CIC Year PSU"), immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares of Common Stock underlying such PSU multiplied by (ii) the Merger Consideration, without any interest and subject to all applicable withholding. The number of shares of Common Stock underlying the reported PSUs was determined based on the actual level of performance achieved for the applicable performance period for any portion of such PSU with respect to which the performance period was completed as of the closing of the Merger.