XRM Xerium Technologies New (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

XERIUM TECHNOLOGIES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

XERIUM TECHNOLOGIES, INC.

14101 Capital Boulevard

Youngsville, NC 27596

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

August 3, 2018

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting of the stockholders of Xerium Technologies, Inc., a Delaware corporation (referred to as “ Xerium ,” the “ Company ,” “ we ” or “ our ”), to be held on Thursday, September 6, 2018, at 10 a.m., local time, at the offices of Latham & Watkins LLP (referred to as “ Latham  & Watkins ”) located at 885 Third Avenue, New York, NY 10022.

On June 24, 2018, we entered into an Agreement and Plan of Merger (as it may be amended from time to time, referred to as the “ Merger Agreement ”) with Andritz AG, a joint stock corporation organized under the laws of Austria with its seat at Graz, Austria (referred to as “ Andritz ”), and XYZ Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Andritz (referred to as “ Merger Subsidiary ”). Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Subsidiary will merge with and into Xerium, with Xerium continuing as the surviving corporation and an indirect wholly owned subsidiary of Andritz (referred to as the “ Merger ”).

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger (referred to as the “ Merger Proposal ”). The affirmative vote of the holders of a majority of the shares of Xerium common stock issued and outstanding as of the close of business on August 3, 2018, the record date for the determination of stockholders entitled to vote at the special meeting (referred to as the “ Record Date ”), is required to approve the Merger Proposal. At the special meeting, you will also be asked to consider and vote on a proposal to approve the adjournment of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the special meeting (referred to as the “ Adjournment Proposal ”) and a proposal to approve, by a non-binding advisory vote, the compensation arrangements disclosed in the accompanying proxy statement that may be payable to Xerium’s named executive officers in connection with the completion of the Merger (referred to as the “ Merger-Related Compensation Proposal ”).

If the Merger is consummated, you will be entitled to receive $13.50 per share in cash, without interest, subject to any applicable withholding taxes, for each share of Xerium common stock that you own (unless you have properly exercised and perfected and not lost or withdrawn your appraisal rights under Delaware law with respect to such shares). Such merger consideration represents a premium of 146.8% over the Xerium common stock closing price of $5.47 per share on March 16, 2018, the last trading day prior to the announcement by Xerium on March 19, 2018 of a review of strategic alternatives, and a premium of 104.2% over the Xerium common stock closing price of $6.61 per share on June 22, 2018, the last trading day before the public announcement that Xerium entered into the Merger Agreement.

The Board of Directors of Xerium (referred to as the “ Board ”) has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of Xerium and its stockholders and has unanimously approved the Merger Agreement

and the transactions contemplated by the Merger Agreement. The Board unanimously recommends that Xerium stockholders vote “FOR” the Merger Proposal. In addition, the Board unanimously recommends that Xerium stockholders vote “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

This proxy statement is first being mailed to stockholders on or about August 3, 2018. We encourage you to read the proxy statement and its appendices, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about Xerium from documents we file with the Securities and Exchange Commission from time to time.

Certain stockholders of Xerium, including each member of the Board, in their respective capacities as holders of shares of Xerium common stock, collectively representing ownership of approximately 21.6% of the outstanding shares of Xerium common stock as of the Record Date, have entered into voting agreements with Andritz pursuant to which, among other things and subject to the terms and conditions therein, each of them has agreed to vote their shares of Xerium common stock in favor of the Merger Proposal.

Your vote is very important, regardless of the number of shares of Xerium common stock that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the shares of Xerium common stock issued and outstanding as of the close of business on the Record Date. The failure of any stockholder to vote his, her or its shares of Xerium common stock in person by ballot at the special meeting, to submit a signed proxy card or to grant a proxy electronically over the Internet or by telephone will have the same effect as a vote “ AGAINST ” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares of Xerium common stock will have the same effect as a vote “ AGAINST ” the Merger Proposal.

Whether or not you plan to attend the special meeting in person, please submit your proxy as promptly as possible (1)  via the internet, (2)  by telephone or (3)  by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelop provided. If you have any questions or need assistance voting your shares of Xerium common stock, please contact:

1407 Broadway

New York, New York 10018

proxy@mackenziepartners.com

Call Collect: (212) 929-5500

or

Toll-Free (800) 322-2885

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Very truly yours,

James F. Wilson

Chairman of the Board of Directors

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense .

This proxy statement is dated August 3, 2018.

XERIUM TECHNOLOGIES, INC.

14101 Capital Boulevard

Youngsville, NC 27596

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, SEPTEMBER 6, 2018

To the Stockholders of Xerium Technologies, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Xerium Technologies, Inc., a Delaware corporation (referred to as “ Xerium ,” “ we ” or “ our ”), will be held on Thursday, September 6, 2018, at 10 a.m., local time, at the offices of Latham & Watkins LLP (referred to as “ Latham  & Watkins ”), located at 885 Third Avenue, New York, NY 10022, for the following purposes:

Only stockholders of record as of the close of business on August 3, 2018, the record date for the determination of stockholders entitled to vote at the special meeting (referred to as the “ Record Date ”) are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof. These items of business are described in the proxy statement that follows this notice. A list of such stockholders will be available during normal business hours at our principal executive offices at 14101 Capital Boulevard, Youngsville, NC 27596 at least 10 days prior to the special meeting and on the day of the special meeting for examination by any stockholder registered on our stock ledger as of the Record Date for any purpose germane to the special meeting.

The Board unanimously recommends that you vote:

Your vote is very important, regardless of the number of shares of Xerium common stock you own. The affirmative vote of the holders of a majority of the shares of Xerium common stock issued and outstanding as of the close of business on the Record Date is required to approve the Merger Proposal. The affirmative vote of a majority of the votes cast (excluding abstentions), in person or by proxy, by the holders of our common stock, is required to approve the Adjournment Proposal and the Merger-Related Compensation Proposal.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote “ AGAINST ” the Merger Proposal, but will not have any effect on the Adjournment Proposal or the Merger-Related Compensation Proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares will have the same effect as a vote “ AGAINST ” the Merger Proposal, but will not have any effect on the Adjournment Proposal or the Merger-Related Compensation Proposal. Abstentions will have the same effect as a vote “ AGAINST ” the Merger Proposal but will not have any effect on the Adjournment Proposal or the Merger-Related Compensation Proposal.

The holders of a majority in voting power of the outstanding shares of Xerium common stock, present in person or represented by proxy, will constitute a quorum for the transaction of business at the meeting. Abstentions, if any, will be counted as present for purposes of determining the existence of a quorum. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting.

Under Delaware law, stockholders who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their shares of Xerium common stock as determined by the Delaware Court of Chancery if the Merger is consummated, but only if they submit a written demand for such an appraisal before the vote on the Merger Proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement.

You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement. If you are a stockholder of record, you may revoke your proxy by attending the meeting and voting in person.

				By Order of the Board of Directors,
				Phillip B. Kennedy
				Executive Vice President, General Counsel & Secretary
Youngsville, North Carolina August 3, 2018

YOUR VOTE IS VERY IMPORTANT

If your shares are registered directly in your name: If you are a stockholder of record, you may vote your shares through the Internet, by telephone or by mail as described below. Please help us save time and postage costs by voting through the Internet or by telephone. Each method is generally available 24 hours a day and will ensure that your vote is confirmed and posted immediately. To vote:

If your shares are held in the name of a bank, broker or other nominee: You will receive instructions on how to vote from the bank, broker or other nominee. You must follow the instructions of such bank, broker or other nominee in order for your shares to be voted. Telephone and Internet voting also may be offered to stockholders owning shares through certain banks and brokers. As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the shares in your account. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you hold your shares through a bank, broker or other nominee, you must obtain from such bank, broker or nominee a valid “legal proxy” issued in your name in order to vote in person at the special meeting.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its appendices carefully and in their entirety. If you have any questions concerning the Merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or require assistance in submitting your proxy or voting

your shares of Xerium common stock, please contact our proxy solicitor or us at the contact information provided below:

1407 Broadway

New York, New York 10018

proxy@mackenziepartners.com

Call Collect: (212) 929-5500

Toll-Free (800) 322-2885

or

Xerium Technologies, Inc.

Attention: Investor Relations

14101 Capital Boulevard

Youngsville, NC 27596

(919) 526-1414

TABLE OF CONTENTS

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THE COMPANIES

Xerium Technologies, Inc.

Xerium is a Delaware corporation with principal executive offices located at 14101 Capital Boulevard, Youngsville, NC 27596, and its telephone number is (919) 526-1400. Xerium is a leading global provider of industrial consumable products and services. Its products and services are consumed during machine operation by its customers. Xerium operates around the world under a variety of brand names and utilizes a broad portfolio of patented and proprietary technologies to provide customers with tailored solutions and products integral to production, all designed to optimize performance and reduce operational costs. With 28 manufacturing facilities in 13 countries around the world, Xerium has approximately 2,850 employees. The common stock of Xerium is listed on the New York Stock Exchange under the symbol “XRM.”

For additional information about Xerium and our business, see “ Where You Can Find More Information ” beginning on page 90 of this proxy statement.

Andritz AG

Andritz is a joint stock corporation organized under the laws of Austria with its seat at Graz, Austria with principal executive offices located at Stattegger Strasse 18, 8045 Graz, Austria, and its telephone number is 011 43 316 6902 0. Andritz is a globally leading supplier of plants, equipment and services for hydropower stations, the pulp and paper industry, the metal working and steel industries, and solid/liquid separation in the municipal and industrial segments. Andritz also operates in the animal feed and biomass pelleting industry and offers a wide range of innovative products and services in the IIoT sector under the brand name Metris. In addition, Andritz’s international technology group is active in power generation (steam boiler plants, biomass power plants, recovery boilers and gasification plants) and environmental technology (flue gas cleaning plants) and sells equipment for the production of nonwovens, dissolving pulp and panelboard, as well as recycling plants. The common stock of Andritz is listed on Vienna Stock Exchange under the symbol “ANDR.”

XYZ Merger Sub, Inc.

Merger Subsidiary is a Delaware corporation and an indirect wholly owned subsidiary of Andritz, with principal executive offices located at 5405 Windward Parkway, Suite 100w, Alpharetta, Georgia 30004, and its telephone number is (770) 640-2500. It was formed solely for the purpose of effecting the Merger and the Transactions. If the Merger is consummated, Merger Subsidiary will cease to exist.

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THE SPECIAL MEETING

We are furnishing this proxy statement to the Xerium stockholders as part of the solicitation of proxies by the Board for use at the special meeting or any adjournment or postponement thereof. This proxy statement provides the Xerium stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the special meeting to be held on Thursday, September 6, 2018 at the offices of Latham & Watkins, located at 885 Third Avenue, New York, NY 10022, at 10 a.m., local time, or at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the special meeting, we will ask our stockholders of record as of the Record Date to vote on (i) the Merger Proposal, (ii) the Adjournment Proposal and (iii) the Merger-Related Compensation Proposal. If our holders of common stock fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Appendix  A , and the material provisions of the Merger Agreement are described under “ The Merger Agreement ” beginning on page 63 of this proxy statement.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about August 3, 2018.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the close of business on August 3, 2018, the Record Date for the special meeting, are entitled to notice and to vote at the special meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the special meeting will be available in our offices located at 14101 Capital Boulevard, Youngsville, NC 27596, during regular business hours for a period of at least 10 days before the special meeting and at the place of the special meeting during the meeting.

As of the Record Date, there were approximately 16,427,603 shares of our common stock outstanding and entitled to be voted at the special meeting.

A quorum of stockholders is necessary to transact business at the special meeting. Our by-laws provide that the holders of a majority in voting power of the outstanding shares of Xerium common stock, present in person or represented by proxy, (8,213,802 shares as of the close of business on the Record Date) will constitute a quorum for Xerium to transact business at a special meeting. In general, shares of our common stock voted in person or represented by a properly signed and returned proxy card or for which a proxy has been granted over the Internet or by telephone will be counted as shares present and entitled to vote at the special meeting for purposes of determining a quorum. Shares represented by proxies received but marked “ ABSTAIN ” will be included in the calculation of the number of shares considered to be present at the special meeting for purposes of determining a quorum. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares of Xerium common stock will result in such shares not being counted for purposes of determining the presence of a quorum.

In the event that a quorum is not present at the special meeting, it is expected that the meeting would be adjourned to a later date to solicit additional proxies, and a quorum will have to be established at such adjourned date.

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Vote Required; Abstentions and Broker Non-Votes

Each share of common stock issued and outstanding as of the close of business on the Record Date is entitled to one vote at the special meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock issued and outstanding. Adoption of the Merger Agreement by our stockholders is a condition to the closing of the Merger.

Approval of the Adjournment Proposal and the Merger-Related Compensation Proposal requires the affirmative vote of a majority of the votes cast (excluding abstentions), in person or by proxy, by the holders of our common stock.

If a Xerium stockholder of record fails to vote or abstains from voting, it will have the same effect as if the stockholder voted “ AGAINST ” the Merger Proposal, but will have no effect on the Adjournment Proposal or the Merger-Related Compensation Proposal.

If you hold your shares in “street name” the failure to instruct your bank, broker or other nominee on how to vote your shares, or an abstention from voting, will have the same effect as a vote “ AGAINST ” the Merger Proposal, but will have no effect on the Adjournment Proposal or the Merger-Related Compensation Proposal.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your shares on “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your shares with respect to such matters but are not able to vote your shares on “non-routine” matters. A broker non-vote occurs when a meeting includes both “routine” and “non-routine” matters, such that a bank, broker or other nominee has discretionary authority to vote on some proposals but not on other proposals. All of the proposals in this proxy statement are “non-routine” matters, so there can be no broker non-votes at the special meeting.

Shares Held by Directors and Executive Officers

As of the close of business on the Record Date, directors and executive officers of Xerium and their affiliates beneficially owned and were entitled to vote, in the aggregate, 2,569,702 shares of our common stock, which represented approximately 15.6% of the shares of our common stock issued and outstanding on that date. Our directors and executive officers have informed us that they currently intend to vote all of their shares of Xerium common stock (i) “ FOR ” the Merger Proposal, (ii) “ FOR ” the Adjournment Proposal and (iii) “ FOR ” the Merger-Related Compensation Proposal, although none of them is obligated to do so except for all of the directors as they are parties to Voting Agreements.

Certain stockholders of Xerium, including each member of the Board, in their respective capacities as holders of shares of Xerium common stock, collectively representing ownership of approximately 21.6% of the outstanding shares of Xerium common stock as of the Record Date, have entered into Voting Agreements with Andritz pursuant to which, among other things and subject to the terms and conditions therein, each of them has agreed to vote their shares of Xerium common stock in favor of the in favor of the Merger Proposal. The stockholders of Xerium party to such Voting Agreements are not obligated to vote for the approval of the Merger Proposal if, among other things, the Merger Agreement is terminated. A copy of the form of Voting Agreement executed by such stockholders is attached as Appendix D to this proxy statement.

Voting; Proxies

Attendance

All holders of shares of common stock as of the close of business on the Record Date, including stockholders of record and beneficial owners of common stock registered in the “street name” of a bank, broker

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or other nominee, are invited to attend the special meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver’s license, upon entry to the special meeting. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a copy of a brokerage statement or a letter from the record holder indicating that you owned the shares as of the Record Date, along with proper identification.

Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the meeting. If you are not a stockholder of record, but instead hold your shares of Xerium common stock in “street name” through a bank, broker or other nominee, you must provide a “legal proxy” executed in your favor from your bank, broker or other nominee in order to be able to vote in person at the special meeting.

Providing Voting Instructions by Proxy

To ensure that your shares of Xerium common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Shares of Xerium Common Stock Held by Record Holder

If you are a stockholder of record and your shares of Xerium common stock are registered in your name with our transfer agent, Equiniti Trust Company, you may provide voting instructions by proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet . This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address as specified on the enclosed proxy card. Your shares of common stock will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone.

Submit a Proxy Card . If you complete, sign, date and return the enclosed proxy card by mail in the accompanying postage-paid envelope so that it is received in time for the special meeting, your shares of Xerium common stock will be voted in the manner directed by you on your proxy card.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “ FOR ” each of the Merger Proposal, the Adjournment Proposal, and the Merger-Related Compensation Proposal. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by ballot in person at the special meeting, your shares of common stock will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, and such failure to vote will have the same effect as a vote “ AGAINST ” the Merger Proposal and no effect on the vote regarding the Adjournment Proposal or the Merger-Related Compensation Proposal.

Shares of Xerium Common Stock Held in “Street Name”

If your shares of common stock are held in “street name” through a bank, broker or other nominee, your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares. You may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or by the Internet or telephone through your bank, broker or other

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nominee if such a service is provided by them to you. To vote via the Internet or telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or other nominee.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your shares on “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your shares with respect to such matters. The Merger Proposal, the Adjournment Proposal and the Merger-Related Compensation Proposal in this proxy statement are “non-routine” matters, and your bank, broker and other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if applicable, or do not attend the special meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, your shares will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, and such failure to vote will have the same effect as if you voted “ AGAINST ” the Merger Proposal and no effect on the Adjournment Proposal or the Merger-Related Compensation Proposal. For shares of common stock held in “street name,” only shares of common stock affirmatively voted “ FOR ” the Merger Proposal will be counted as a vote in favor of such proposal.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the special meeting. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Xerium or by sending a written notice of revocation to Xerium, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Xerium before the special meeting. Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by our Secretary prior to the special meeting and, in the case of Internet or telephonic voting instructions, must be received before 6:00 p.m. Eastern Time on September 5, 2018.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote or submit new voting instructions. You may also vote in person at the special meeting if you obtain a valid “legal proxy” from your bank, broker or other nominee. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow Xerium stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned or postponed.

Abstentions

An abstention occurs when a stockholder attends a meeting, in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of Xerium common stock represented at

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the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “ AGAINST ” the Merger Proposal but will have no effect on the Adjournment Proposal or the Merger-Related Compensation Proposal.

Adjournments and Postponements

Although it is not currently expected, subject to certain restrictions in the Merger Agreement, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Under our by-laws, the special meeting may be adjourned by the affirmative vote of the holders of a majority of the voting power present or represented, in person or by proxy, at the special meeting and entitled to vote, even if less than a quorum. If the Board fixes a new record date for the adjourned meeting, or if the adjournment is for more than 30 days, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting as of such new record date. In addition, the Board could postpone the special meeting before it commences. If the special meeting is adjourned or postponed to solicit additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the special meeting, as adjourned or postponed.

In the event that there is present at the special meeting, in person or by proxy, sufficient favorable voting power to secure the vote of our stockholders necessary to adopt the Merger Agreement by approving the Merger Proposal, we do not anticipate that we will adjourn or postpone the special meeting.

Board Recommendation

The Board, after considering various factors described under “ The Merger—Recommendation of the Board and Reasons for the Merger ” beginning on page 40 of this proxy statement, unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of Xerium and its stockholders, and directed that the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, be submitted to a vote of the stockholders of Xerium.

The Board unanimously recommends that you vote (i) “ FOR ” the Merger Proposal, (ii) “ FOR ” the Adjournment Proposal and (iii) “ FOR ” the Merger-Related Compensation Proposal.

Solicitation of Proxies

The Board is soliciting your proxy, and we will bear the cost of this solicitation of proxies, including the preparation, assembly and mailing of the proxies and soliciting material, as well as the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. We have retained MacKenzie Partners, Inc., a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $15,000 plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, e-mail, telephone, facsimile or via the Internet by Mackenzie Partners, Inc. or, without additional compensation, by certain of Xerium’s directors, officers and employees.

Anticipated Date of Consummation of the Merger

We currently anticipate that the Merger will be consummated in the second half of 2018, assuming satisfaction or waiver of all of the conditions to the Merger. However, it is possible that factors outside the control of Xerium and Andritz could result in the Merger being consummated at a later time or not at all.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on September 6, 2018

The proxy statement and proxy card are available in the Investor Relations section of our website at www.xerium.com.

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Householding of Special Meeting Materials

Some banks, brokers and other nominees may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement for the special meeting may have been sent to multiple stockholders in each household. We will promptly deliver a separate copy of our proxy statement to any stockholder upon written or oral request to Xerium Technologies, Inc., Attention: Investor Relations, Xerium Technologies, Inc., 14101 Capital Boulevard, Youngsville, NC 27596, telephone: (919) 526-1414. Any stockholder who wants to receive separate copies of our proxy statement or annual report to stockholders in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker or other nominee, or the stockholder may contact Xerium at the above address and phone number.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor or us:

1407 Broadway

New York, New York 10018

proxy@mackenziepartners.com

Call Collect: (212) 929-5500

or

Toll-Free (800) 322-2885

or

Xerium Technologies, Inc.

Attention: Investor Relations

14101 Capital Boulevard

Youngsville, NC 27596

(919) 526-1414

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents that we incorporate by reference in this proxy statement, contain certain “forward-looking statements,” as that term is defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, that do not directly or exclusively relate to historical facts. Forward-looking statements may be identified by words such as “believe,” “expect,” “may,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume,” “seek to” or other similar expressions or the negative of these expressions. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information contained under the headings “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (see “ Where You Can Find More Information ” beginning on page 90 of this proxy statement). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Our stockholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

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THE MERGER

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Appendix A and incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Certain Effects of the Merger on Xerium

If the Merger Agreement is adopted by the Xerium stockholders and certain other conditions to the closing of the Merger are either satisfied or waived, Merger Subsidiary will merge with and into Xerium, with Xerium continuing as the surviving corporation and an indirect wholly owned subsidiary of Andritz.

At the Effective Time, each share of our common stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Converted Shares and Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration.

The common stock of Xerium is listed and trades on the New York Stock Exchange under the symbol “XRM.” As a result of the Merger, Xerium will cease to be a publicly traded company and will be wholly owned by Andritz. Prior to the Effective Time, we will cooperate with Andritz and use reasonable best efforts to delist our common stock from the New York Stock Exchange following the Effective Time and deregister our common stock under the Exchange Act as promptly as practicable after such delisting. Upon such delisting and deregistration, we will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations. If the Merger is consummated, you will not own any shares of the capital stock of the surviving corporation.

Effect on Xerium if the Merger is Not Consummated

If the Merger Agreement is not adopted by our stockholders or if the Merger is not consummated for any other reason, our stockholders will not receive any payment for their shares of Xerium common stock. Instead, Xerium will remain a public company, our common stock will continue to be listed and traded on the New York Stock Exchange and registered under the Exchange Act and we will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is likely that the price of our common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, assets, operating results, financial condition, prospects and business strategy, among other things, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by our stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Xerium will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, under specified circumstances, we may be required to pay Andritz a termination fee and reimburse Andritz for its transaction fees up to a certain amount upon the termination of the Merger Agreement, as described under “The Merger Agreement—Termination Fee; Certain Andritz Expenses” beginning on page 79 of this proxy statement.

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Merger Consideration

In the Merger, each share of our common stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Converted Shares and Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration, and without any action by the holders of such shares, will cease to be outstanding, be cancelled and cease to exist, and each Certificate or Book-Entry Share will thereafter represent only the right to receive, upon surrender of such Certificate or Book-Entry Share, the Merger Consideration.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Xerium stockholder as a result of the Merger (except that stockholders who have properly exercised and perfected and not lost or withdrawn their appraisal rights will have the right to receive a payment for the fair value of their shares as determined by the Delaware Court of Chancery in accordance with Section 262, as described under “ The Merger—Appraisal Rights ” beginning on page 55 of this proxy statement).

Background of the Merger

We are a leading manufacturer of machine clothing and roll covers for the paper, pulp and packaging industry around the world, with 28 manufacturing plants located in the United States, Germany, Austria, Italy, Finland, Turkey, Australia, Japan, China, Mexico, Brazil, Argentina and Canada. The paper industry, particularly newsprint and graphic grades of paper, has experienced significant declines for much of the 21st century as traditional newspaper, book and magazine publishing has been disrupted by electronic publishing, digital communications and social media platforms. Any growth in the paper industry has been marginal and focused on the packaging and board and tissue segments of the industry. As a consequence, we have had to invest in new technologies to assist our customers in running their industrial operations more efficiently to cope with declining revenue and to meet demand for alternative grades of paper and packaging products. Our research and development investment, plant upgrades, geographic re-positioning of our assets to emerging markets and internal restructuring have assisted our efforts to maintain our revenues and cash generation and service our debt though we have essentially faced nominal growth over the past decade.

In May 2010, we reorganized under Chapter 11 of the U.S. Bankruptcy Code and began a multi-year process of technological improvements and internal restructuring of our operations while maintaining a high level of debt. In August 2012, we retained a new Chief Executive Officer charged with leading our internal restructuring plan as developed by the Board. As previously disclosed, during the first half of 2015 we conducted a quiet process assisted by a financial advisor to seek attractive offers to buy Xerium, largely from private equity funds and other financial sponsors. The initial indications of interest received during the process were too uncertain and not sufficiently attractive to proceed with any transaction at that time. In August 2016, we replaced the debt maturing in May 2019 and June 2018 with new 9.5% Senior Secured Notes Due 2021 (referred to as the “ Notes ”) as we continued our internal operational restructuring, asset re-positioning and technological investments. In late April 2017, we replaced our Chief Executive Officer with Mark Staton, whose focus has been to build stronger customer relationships and to improve stockholder value.

In September 2017, at the direction of our Board, Mr. Staton met with the Chief Executive Officer of one of our larger competitors (referred to as “ Company A ”) based outside of the U.S. to determine whether Company A would be interested in a combination with us that could result in significant synergies to both companies’ operations around the world. No specific proposals were made at this meeting and there were no further contacts with Company A for the remainder of 2017.

At a regularly scheduled meeting on October 26, 2017, the Board noted the continued low volume of daily trading in Xerium common stock on the New York Stock Exchange and the low prospects for organic growth in paper manufacturing despite improving economic conditions around the world. The Board formed a committee

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consisting of James F. Wilson, John F. McGovern and Mitchell I. Quain, entitled the Capital Markets Committee, to analyze our capital structure and consider one or more possible transactions that would be in the best interest of Xerium’s stockholders. The Board approved the retention of True North to serve as financial advisor to the Board and to assist the Capital Markets Committee in identifying possible steps that would improve stockholder value. During the remainder of 2017 and early 2018, True North representatives reviewed management’s work in preparing a business plan for Xerium as part of the 2018 budgeting process that would guide management and the Board through 2021 should no transaction or business combination involving Xerium occur. Management’s plan contemplated refinancing the Notes in late 2018 or early 2019 to take advantage of potentially lower interest rates available to Xerium once the Notes became callable beginning in August 2018, and after Xerium had largely completed its operational and restructuring efforts.

On December 13, 2017, the Board received a written proposal from a long-term shareholder, Hillson Financial Management, Inc. (referred to as “ Hillson ”), to be presented at our 2018 Annual Meeting of Stockholders. The proposal stated: “The Stockholders recommend that an investment banking firm be hired to pursue a liquidity event to maximize shareholder value including a sale of the company.” Hillson sought to present a similar proposal at our 2016 Annual Meeting of Stockholders only later to withdraw it once it understood that the Board had engaged in a quiet sale process in 2015, and we agreed to cover Hillson’s costs in submitting the 2016 proposal. The closing price of Xerium common stock on the New York Stock Exchange on December 12, 2017, the day before the latest proposal from Hillson was received, was $4.02 per share.

On January 18, 2018, the Board met to hear a presentation from Patrick McDonough of True North as to our then-current situation, including recent trading in Xerium’s equity and debt securities, performance of our common stock compared to industry peers and the S&P 500, the impact of recent changes in U.S. tax law and our net operating loss position, opportunities to refinance the Notes that could be called as early as August 2018, and general economic conditions. William O’Neill of Latham & Watkins, outside counsel to the Board, advised the directors as to their fiduciary obligations under Delaware law when considering one or more series of transactions that could lead to a sale or change in control of Xerium. The Board discussed various opportunities as considered by the Capital Markets Committee and True North, including partial asset sales to reduce debt or to break up Xerium, and an analysis of possible synergies with a combination with Company A and other possible U.S. based firms. The Board authorized Mr. Staton to reach out again to Company A to gauge possible interest in a transaction. The Board determined to delay any formal announcement that it was considering a range of strategic alternatives until it heard further from Company A on the belief that a combination with Company A could lead to the strongest possible synergies that would add to value for Xerium’s stockholders.

On January 25, 2018, Messrs. Wilson and Staton had a call with three senior representatives of Company A, including its Chief Executive Officer, and raised potential synergies that could arise from a transaction. No specific proposal was made by either side during the call and no material non-public information was exchanged. The next contact with Company A came on February 16, 2018 when Company A advised Mr. Wilson in an email that it had considered a potential transaction in detail but was not prepared to go forward with any proposals.

On January 28, 2018, the Board met to discuss management’s 2018 budget and business plan through 2021. The Board reviewed with management and True North the further work the directors would like to see on the business plan and directed that it be ready for final review by February 28, 2018. The Board also heard a report from Messrs. Wilson and Staton on the call with Company A on January 25.

On February 2, 2018, at the request of Nelson Obus of Wynnefield Partners Small Cap Value I, L.P. (referred to as “ Wynnefield ”), a stockholder that reportedly held approximately 7% of Xerium’s outstanding shares of common stock, Mr. Wilson met with Mr. Obus to hear his concerns regarding illiquidity in trading of Xerium common stock and recent stock price performance. Wynnefield filed a Schedule 13D with the SEC in May 2017 objecting to the Board’s decision to replace its prior Chief Executive Officer with Mr. Staton at the end of April 2017. During the meeting, Mr. Obus requested that he be given access to material non-public information regarding Xerium’s business plans, subject to an appropriate non-disclosure agreement, in order to

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advise the Board on the course Mr. Obus believed Xerium should take to achieve stockholder value, including a possible sale of Xerium. Mr. Wilson advised Mr. Obus that he would review his request with the full Board and did not tell him anything regarding the Board’s consideration of strategic alternatives or the retention of True North as a financial advisor.

On February 7, 2018, Mr. Wilson received a written, non-binding proposal from a middle market private equity fund (referred to as “ Fund A ”) to acquire Xerium at a price of $7.50 per share. That afternoon, Mr. Wilson convened a call with the Capital Markets Committee and Messrs. McDonough and O’Neill to discuss Fund A’s proposal. The Committee noted that Xerium would be announcing earnings on or about March 1, 2018 and that Xerium’s stock price may improve somewhat after 2017 year-end earnings were released. The closing price of Xerium common stock on February 6, 2018 was $4.46 per share.

On February 9, 2018, the full Board met with the advisors to consider the Fund A proposal. The Board agreed with the Capital Markets Committee’s view that the price proposed by Fund A was not sufficiently compelling to begin discussions with Fund A or to begin to allow Fund A access to material non-public information for its due diligence purposes. The Board directed Mr. Wilson to advise Fund A that while it was open to proposals to buy Xerium, the Board intended to wait until 2017 year-end earnings were publicly available to anyone who might have an interest in Xerium. Mr. Wilson so advised Fund A representatives in a telephone call he placed with them on February 15, 2018.

On February 28, 2018, the Board held an executive session with representatives of True North and Latham & Watkins following its regularly scheduled meeting earlier in the day at Xerium headquarters. Mr. McDonough provided the Board with an update on capital markets and M&A activity since his previous presentation to the Board on January 18, 2018. He presented a timeline for the Board to consider that would include announcing a strategic alternatives process on March 26, 2018 to be followed by outbound calls by True North to a variety of industrial companies and financial sponsors (including private equity and sovereign wealth funds) that could have an interest in acquiring Xerium based upon their industry focus and prior M&A transactions involving public and private companies. The Board discussed the types and various identities of potential bidders that True North might approach. Bidders who expressed an interest would be invited to sign non-disclosure agreements and be invited for two-hour “fireside chat” presentations with senior management and then be asked to submit non-binding proposals or indications of interest. The Board would select a few bidders based on those indications for a second round that would involve access to a data room containing extensive diligence information, with instructions to present final bids and a mark-up of a merger agreement by early to mid-June for the Board to consider. The Board discussed a two round process in the form recommended by the advisors and noted it should establish some competitive tension among prospective bidders and that Fund A and Company A should be invited into the process.

During the February 28 executive session the Board discussed the request of Mr. Obus of Wynnefield to have access to some material non-public information regarding Xerium. The Board heard a report from Mr. O’Neill that Wynnefield had entered into non-disclosure agreements with a number of New York Stock Exchange- and NASDAQ-listed companies in the past, apparently with the intent to suggest operational and strategic alternatives for those companies to consider, and that under some circumstances Wynnefield had obtained the right to appoint directors to the boards of those companies. The Board noted that Wynnefield was perhaps the second or third largest stockholder of Xerium and that it would possibly be worthwhile in having its support once the Board made a public announcement that it had retained advisors and would be conducting a strategic alternatives review that could lead to a change in control transaction. The Board instructed Mr. Wilson to continue discussions with Mr. Obus and that at the appropriate time it would consider entering into a non-disclosure agreement with Wynnefield that could contain a customary standstill provision evidencing support for the Board and its process.

The Board reviewed the business plan for 2018-2021 as updated by management following the Board’s consideration of the business plan on January 28, 2018. After discussion, the Board approved the plan and noted

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that it was a reasonable forecast for Xerium’s business prospects and financial performance through 2021 should the Board determine that Xerium remain independent depending upon the outcome of the strategic alternatives process.

Xerium released 2018 year-end earnings late in the afternoon on February 28, 2018, and management held an earnings call for investors. The closing price of Xerium common stock on March 1, 2018 was $5.95 per share.

On March 13, 2018, the Board received a letter from Barington Capital Group, L.P. (referred to as “ Barington ”) nominating two new directors for the Board to be considered at Xerium’s 2018 Annual Meeting of Stockholders. Barington advised that it owned just under 5.0% of Xerium’s outstanding shares of common stock. On March 14, 2018, the Board met to consider the nominations by Barington and noted that in light of a possible transaction that could result from a strategic alternatives process it may not be necessary or efficient to hold the 2018 Annual Meeting in late June as Xerium had frequently done in past years. Accordingly, no response to Barington was necessary at that time, and the Board determined to consider the Barington candidates should the Board determine to call an Annual Meeting, perhaps as early as the third quarter of 2018. The Board instructed Mr. Wilson to interview the Barington nominees as they had requested, and Mr. Wilson met with principals of Barington on March 20, 2018. Barington made public disclosure of its nominations in a Schedule 13D that it filed with the SEC on April 12, 2018.

During the March 14, 2018 meeting, True North and Xerium management reported to the Board that True North and Xerium management had largely completed the fireside chat slide presentation that would be made available to first round bidders who signed non-disclosure agreements following public announcement of a strategic alternatives process. The Board reviewed the draft presentation, which contained a financial forecast for the period 2018 through 2021 based on the Board approved business plan, and a draft press release announcing the process. Mr. McDonough noted that moving the public announcement up by a week would give True North more time to reach out to a wide range of prospective bidders to gauge interest in Xerium for fireside chat presentations to begin in April. The Board noted the work performed by the Capital Markets Committee up to March 14 and determined to re-name the Committee the Transaction Committee with instructions to keep the Board fully informed on all alternatives being considered and material developments with the strategic alternatives process once an announcement was made. The Board did not provide the Transaction Committee with any plenary powers to act or approve any transaction in lieu of the Board. Because of the extra work and time that would be required of the Committee members during the process, including frequent calls and updates with the advisors, the Board determined that each Committee member receive a monthly cash payment of $5,000 beginning with March 2018 for so long as the process was underway, not to exceed a total payment of $30,000 for up to six months of work. After hearing from Mr. Staton as to his plans for communications to employees and customers regarding an announcement that the Board would be considering all strategic alternatives for Xerium, the Board authorized issuance of the press release prior to the market open on Monday, March 19, 2018. The closing price of Xerium common stock on Friday, March 16, 2018 was $5.47 per share.

Xerium issued the strategic alternatives press release as authorized and filed a Current Report on Form 8-K early on March 19. The press release included the following quote from Mr. Wilson: “[T]he Company currently carries expensive debt that could be refinanced on more attractive terms by a buyer, and suffers from poor stock trading liquidity. After careful consideration, the Board has determined that there may be opportunities to accelerate value recognition or unlock additional value through strategic actions, and this is an appropriate time to identify and evaluate options for shareholders.” The press release cautioned that there could be no assurance the Board’s strategic review of alternatives would result in any transaction.

On March 22, 2018, True North and Mr. Staton updated the Transaction Committee on the initial outreach to attract bidders in the process. Mr. McDonough reported that initial contacts had been made with a total of 37 prospective bidders consisting of five industrial companies including Company A and Andritz, 23 private equity funds including Fund A, and nine sovereign wealth or government employee pension funds. Of the 23 private equity funds, two were in-bound calls to True North and one was a sponsor of a special purpose acquisition

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corporation (referred to as a “ SPAC ”). True North shared with the Transaction Committee a draft of a bid instruction letter to be provided to bidders who would sign non-disclosure agreements explaining the first and second rounds of the Board’s process. The instruction letter directed that written initial indications of interest setting forth each bidder’s confidential view of the price per share it would be willing to pay to acquire Xerium be received by no later than Friday, May 4, 2018.

Beginning during the week of March 19, 2018 and continuing through April 19, 2018, Latham & Watkins negotiated on Xerium’s behalf 19 non-disclosure agreements with prospective bidders that would give each of them confidential access to the fireside chat presentations. The non-disclosure agreements contained customary standstill provisions as discussed with the Board and Transaction Committee. The standstill provisions were intended to encourage each bidder to open with its highest and best bid to avoid incurring the risk of being excluded from the second round of the process.

Nineteen fireside chats were held from April 5 through April 19, 2018 at the offices of Latham & Watkins in New York, with Mr. Staton and Mr. Clifford Pietrafitta, Xerium’s Chief Financial Officer, and representatives of True North in attendance. Those attending included three industrial companies, including Andritz and Company A, and 16 private equity funds, including the sponsor of the SPAC and Fund A. The Andritz fireside chat presentation occurred on the last day, April 19, with Messrs. Humbert Koefler and Dietmar Heinisser in attendance from Andritz. Xerium and Andritz signed the non-disclosure agreement effective on April 19, 2018.

During the month of April, Xerium management, True North and Latham & Watkins worked to assemble a virtual data room consisting of Xerium documents that would be available for bidders invited into the second round. The Transaction Committee met with Mr. Staton, True North and Latham & Watkins on April 5, April 12 and April 19, to hear how the fireside chat presentations were proceeding and the types of questions being asked of Xerium by the bidder representatives attending the chats. Once the chats concluded in the afternoon of April 19, True North representatives reached out to the 19 bidders to determine if they had any follow-up questions and to gauge the likelihood that they would be providing initial indications of interest by May 4, 2018.

The Board held its regularly scheduled meeting at Xerium headquarters on April 25 and April 26, 2018. During an executive session of the Board held on April 26, True North advised that, based on follow-up discussions with those attending the fireside chats, it appeared as many as 13 bidders, including Andritz, were doing some work in anticipation of submitting a bid by May 4. Company A was not expected to make a bid and had advised True North that if it had any further questions it would be in touch with Xerium through True North. The Transaction Committee met later in the afternoon with the advisors and Mr. Staton to discuss preparations for second round management presentations to take place beginning the week of May 14 for those bidders invited into the second round.

On April 30, 2018, Xerium released its financial results for the first quarter of 2018 after market close and held an earnings call for investors late that afternoon. The closing price for Xerium common stock on May 1, 2018 was $6.43 per share.

On May 4, 2018, Xerium received through True North six written, non-binding indications of interest. Company A did not bid. Fund A submitted a bid of $9.00 per share, an increase from its bid of $7.50 per share on February 7, 2018. The financial sponsor of the SPAC sent an email to True North contemplating a cash and stock bid, having no stock specifics but a value that the financial sponsor believed to be in the upper single digits, which would be subject to approval of the public SPAC holders. Two bids were received from private equity funds at $8.00 and $5.47 per share, respectively. A third private equity fund (referred to as “ Fund B ”) submitted a proposal in the range of $9.00 to $10.00 per share.

Andritz, through its financial advisor, J.P. Morgan Securities plc (referred to as “ J.P. Morgan ”), submitted a proposal in the range of $12.00 to $15.00 per share, subject to extensive due diligence.

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The Transaction Committee and Mr. Staton met with True North and Latham & Watkins on Sunday afternoon, May 6, to discuss these six indications of interest. Mr. McDonough advised that the private equity funds that submitted bids were not likely to increase their proposals, though Fund B might be able to increase its proposal to the “low double digits” if advised that it needed to do so to stay in the process. The Committee discussed an approach of being as responsive as possible with Andritz on diligence requests in order to sustain its interest at the price range indicated by its proposal and to exclude all other bidders who could not increase their bids.

On May 7, 2018, the full Board met with True North and Latham & Watkins to discuss the six indications of interest. The Board agreed to proceed with the approach for the second round as discussed by the Transaction Committee the previous day. True North was instructed to open the virtual data room to Andritz representatives, including their legal, financial, accounting and environmental advisors, and to arrange for a full management presentation to Andritz at Latham & Watkins’ New York office. Following this meeting, True North advised Fund B that it needed to increase its bid to the low double digits, and on May 10, Fund B did so at a range of $11.00 to $12.00 per share.

Andritz representatives, including Dr. Wolfgang Leitner, Chief Executive Officer of Andritz, attended an all-day management presentation on Monday, May 21, 2018 in Latham & Watkins’ New York offices. Attending from Xerium were Messrs. Staton and Pietrafitta, and Phillip B. Kennedy, Xerium’s General Counsel, along with True North representatives. The presentation continued for an additional half-day on May 22, 2018. Before the presentation, during the evening of Sunday, May 20, Mr. McDonough hosted a dinner with Messrs. Wilson and Staton and Dr. Leitner, as well as other members of Andritz senior management, a representative from J.P. Morgan, Mr. Pietrafitta and True North representatives. During the dinner, Dr. Leitner advised Mr. Wilson that he personally was concerned about obtaining sufficient Xerium stockholder support for a transaction with Andritz and that he would like as many stockholders as possible to sign voting agreements to support a deal before it was publicly announced. Mr. Wilson advised that the Carl Marks Management Company, LLC (referred to as “ Carl Marks ”), beneficial owner of approximately 12.6% of Xerium’s outstanding shares and with which he is affiliated, would support a transaction involving the sale of Xerium that was approved by the Board.

Andritz continued its due diligence of Xerium throughout the month of May. On May 24, 2018, Latham & Watkins provided Andritz’s counsel at Kilpatrick Townsend & Stockton LLP (referred to as “ Kilpatrick Townsend ”) a draft of a merger agreement to mark-up and submit with Andritz’s final bid to acquire Xerium by June 6, 2018.

Fund B also conducted due diligence on Xerium with access to the virtual data room and an all-day management presentation held on May 23, 2018 at Xerium’s headquarters. Latham & Watkins provided Fund B with a draft merger agreement on May 25, 2018.

On May 25, 2018, Wynnefield signed a non-disclosure agreement with Xerium that would enable it to received material non-public information regarding the Board’s strategic alternative process. Mr. Wilson provided Mr. Obus with a copy of the fireside chat presentation slides shared with the 19 bidders who attended the fireside chats. He did not provide Mr. Obus with any information regarding the six indications of interest received in the first round. The non-disclosure agreement provided that Wynnefield would vote its shares in favor of the Board nominees at any Annual Meeting of Stockholders in 2018 and would not seek to nominate its own candidates to the Board prior to the 2019 Annual Meeting of Stockholders.

On June 6, 2018, Xerium received a written proposal from Andritz to acquire Xerium at $13.50 per share, subject to final confirmatory due diligence, and a request for an exclusive negotiation and remaining diligence period lasting for four weeks. The Andritz proposal was accompanied by a mark-up of the draft merger agreement from Kilpatrick Townsend and stated that the offer would expire by close of business on June 11, 2018. The Andritz proposal followed four weeks of extensive diligence requests and one site visit to a Xerium factory and the management presentations on May 21 and 22. In the proposal, Andritz attributed a total enterprise value of Xerium net of cash to be $831 million with all assumed liabilities (including pension and other post-

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retirement liabilities), with a total equity value for all shares on a fully diluted basis to be $241 million. The Andritz offer was at the mid-point of its initial indication of interest on May 4, 2018 of $12.00 to $15.00 per share. The closing price of Xerium common stock on the New York Stock Exchange on June 6 was $7.28 per share, meaning that the Andritz offer represented a premium of 85.4% over the closing price on that day.

Xerium did not receive any other offers apart from the Andritz proposal. Fund B advised True North that, following its due diligence and Xerium management’s presentation, it was not able to make an offer in the low double digits for Xerium and achieve a desired rate of return for its investment. It further noted the decline experienced by the paper and packaging industry in newsprint and magazine-grade paper over the past several years in North America was also occurring in Europe, which lowered the prospects of any organic growth for Xerium’s products and services to its customers.

The Transaction Committee met with the advisors on June 7, 2018 to consider the Andritz proposal and the feedback received from Fund B. Latham & Watkins provided an analysis of the mark-up to the merger agreement submitted by Andritz, noting that the mark-up was commercially reasonable for a public company transaction and did not contain adverse conditions to closing that would put a proposed merger with Andritz at risk following an announcement of an agreement to sell Xerium. The mark-up proposed an end date for closing of six months after signing of the agreement, subject to a right to extend by either side for an additional six months to obtain any final regulatory approvals. The mark-up rejected Xerium’s proposal for a reverse break fee as provided in the initial draft to be paid to Xerium should the buyer not obtain pre-merger antitrust approvals from competition authorities around the world, and further limited the possible remedial steps that Andritz could be required to take to satisfy any competitive concerns raised by any competition authorities. Andritz proposed a break fee of 4% of enterprise value, or $33.2 million, should the Board exercise its fiduciary out to terminate the merger agreement in light of a superior proposal from a third party after the announcement of the agreement and before a Xerium stockholder vote to approve the deal. Andritz also requested a five business day match right to respond to any such superior proposal. The Andritz mark-up also contemplated that at least 35% of the outstanding shares of Xerium common stock would commit to vote in favor of the transaction pursuant to voting agreements signed immediately prior to execution of the merger agreement. Finally, the Andritz mark-up gave it the right to terminate the merger agreement should 10% or more of the outstanding shares perfect and not withdraw demands for appraisal rights pursuant to Section 262.

The Transaction Committee noted the high premium reflected by the Andritz offer, and that it represented an increase for stockholders of 146.8% over the unaffected share price when the strategic alternatives process was announced less than three months earlier on March 19. The Transaction Committee considered the broad process run by its advisors and management, including the 19 fireside chat presentations to various bidders under non-disclosure agreements, and that the process ended with only one firm offer, albeit at a substantial premium for stockholders. The Transaction Committee also noted that the Andritz proposal contemplated the Xerium organization would stay largely in place following a closing, meaning that employee retention and customer relationships should continue unabated between a signing of the merger agreement and an ultimate closing, thus minimizing any risk to stockholders should the deal not close for any reason. The Transaction Committee carefully considered the size of the proposed break fee based on enterprise value, as opposed to equity value, and considered the range of break fees for fiduciary outs over a range of public company transactions having an enterprise and equity value of $100 million to $1 billion since 2012 and precedents under Delaware law as presented by the advisors. The Transaction Committee noted that the only apparent risk to closing, following Xerium stockholder approval, involved potential competition concerns in a few countries and concluded that a reciprocal reverse break fee payable to Xerium should the deal not close due to antitrust issues would strongly incentivize Andritz to work with regulators on potential conduct and/or divestiture remedies as needed for final approval. Finally, the Transaction Committee concluded that trying to run the strategic alternatives process for a longer period of time by contacting the bidders who dropped out or reaching out to other potential parties (who must have been aware of the process and that bids were invited since the March 19 announcement) would not be likely to lead to additional offers and could cause the loss of the one very attractive proposal from Andritz.

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The full Board met with the advisors on June 8, 2018 to consider the Transaction Committee’s views of the Andritz offer and the mark-up of the merger agreement, the paucity of any other offers, the premium being offered by Andritz and the antitrust risks and the deal protections sought by Andritz including a break fee based on enterprise value. The Board discussed that sustaining the high value for stockholders represented by the Andritz offer was its primary objective, that further time to continue its strategic alternatives process most likely would work against that primary objective and that deal certainty of getting to a closing was also an important objective for the Board and stockholders. The Board noted that Xerium’s outstanding debt was approximately $519 million, more than twice the equity value represented by the Andritz offer and nearly three times Xerium’s market capitalization at that time, which could justify a break fee for its fiduciary out based on enterprise value. The Board agreed with the Transaction Committee that because its process had resulted in only one firm offer and that offer was at a very attractive price, allowing a substantial break fee to Andritz potentially above the norm was appropriate given the thorough, publicly announced process conducted to date. The Board instructed the advisors to obtain a reciprocal reverse break fee to mitigate antitrust risk. The Board instructed the Transaction Committee and advisors to try to lower both break fees to about $25 million (approximately 3% of enterprise value) plus documented expenses for each side. The Board further instructed the advisors to negotiate a shorter matching right time period for a superior proposal to three or four business days, and a higher threshold termination right for Andritz upon upwards of 20% of the outstanding shares asserting appraisal rights.

The Board considered that it would not be possible to cause up to 35% of the outstanding shares to commit to the Andritz transaction given premature disclosure risks, but that voting agreements covering approximately 20% of the outstanding shares as represented by the Carl Marks funds and Wynnefield would be reasonable, so long as the voting agreements contained parallel fiduciary outs for those stockholders should the Board elect to support a superior proposal. In the Board’s view, such voting agreements would not preclude a third party from deciding to make a superior proposal to top the Andritz merger price after the deal was announced and that a break fee based on enterprise value similarly would not deter third parties from potentially offering a higher price. The Board authorized the Transaction Committee to grant exclusivity to Andritz for an initial period of no more than 15 days and to consider a further extension for an additional two weeks only if substantial progress was being made.

The Transaction Committee met again with the advisors following the full Board meeting on June 8, 2018 to review next steps. The Transaction Committee instructed the advisors to begin some negotiations with the Andritz advisors over the weekend of June 9 and 10 to try to lower the break fee, obtain a reciprocal break fee and strengthen the remedial measures that Andritz must undertake for any antitrust concerns raised by governmental authorities, and to communicate that the Board would only consider voting agreements with a fiduciary out for approximately 20% of the outstanding shares of Xerium common stock. The advisors held discussions with the advisors for Andritz on June 9 pursuant to these instructions.

During the morning of June 10, Mr. Wilson received a call from Dr. Leitner to discuss the percentage of outstanding shares that might commit to voting agreements given the expenses that Andritz had incurred to date on its due diligence and the concern it had that a third party could try to top its offer. Subsequent to that call, the Transaction Committee met in the early afternoon of June 10 with the advisors to hear a report on the call and on the discussions among the advisors, and directed True North to offer a two week exclusivity period to Andritz if it would increase its offer to $14.00 per share. Later that evening, True North was advised by J.P. Morgan that the Andritz offer of $13.50 per share was firm and that Andritz was not willing to increase its offer above that price, but that reciprocal break fees of $25 million plus expenses was acceptable and that Andritz was willing to accept voting agreements with fiduciary outs for roughly 20% of the outstanding shares of Xerium common stock. Andritz was agreeable to an exclusivity period of only 15 days and would work steadily to conclude all of its confirmatory due diligence and negotiate merger agreement terms with the goal to announce a transaction by Monday, June 25. Accordingly the parties signed a letter agreement on June 11 contemplating a 15-day exclusivity period with the understanding that Xerium would consider, in its sole discretion, extending that period at the request of Andritz if substantial progress on due diligence and the merger agreement terms had occurred by the end of that period.

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From June 11 through June 22, 2018, Andritz completed its confirmatory due diligence with site visits at 11 Xerium facilities in five countries around the world. Latham & Watkins provided Xerium’s response to Kilpatrick Townsend’s mark-up of the merger agreement on June 13, and counsel negotiated the terms of the agreement through June 24. On June 13, 2018, Mr. Wilson contacted Mr. Obus of Wynnefield to advise him of the Andritz offer, and Mr. Obus agreed that Wynnefield would sign a voting agreement along with the Carl Marks funds should the merger agreement be finalized on or around June 24. Latham & Watkins provided a form of voting agreement to Kilpatrick Townsend and Messrs. Wilson and Obus that contained a termination right for the stockholders should the Board decide to exercise its fiduciary out and terminate the merger agreement. Xerium management prepared disclosure schedules to accompany the merger agreement with the assistance of Latham & Watkins and circulated drafts of the disclosure schedules to Kilpatrick Townsend during the week of June 18.

By the evening of Friday, June 22, 2018, the work on the merger agreement and related documentation was substantially completed. On Saturday morning, June 23, 2018, Latham & Watkins circulated to the Board the merger agreement and form of voting agreements along with a detailed summary of the merger agreement terms, draft resolutions for the Board to consider, a draft press release announcing the proposed transaction, a Current Report on Form 8-K to be filed with the SEC, and slides analyzing the antitrust considerations with the proposed transaction. True North provided the Board that morning with a slide presentation summarizing the strategic alternatives process since March 19, 2018, an overview of the proposed transaction based upon the price of $13.50 per share, stock price performance for Company shares and trading volumes since June 2015, an overview of Xerium’s business plan and management’s financial forecast for the years 2018 through 2021 as previously reviewed and approved by the Board at its meeting on February 28, 2018, actual performance through the first quarter of 2018 and proposed transaction economics. On Sunday morning, June 24, 2018, True North circulated to the Board an unsigned draft of its fairness opinion to provide the Board an opportunity to review it prior to the Board meeting set for later that day.

On Sunday morning June 24, 2018, Mr. Wilson had a call with Dr. Leitner to discuss the possibility of finding other shareholders to sign voting agreements. Dr. Leitner requested that the members of the Board also sign voting agreements in support of the proposed transaction for the Xerium shares that they hold, representing approximately 1.4% of the outstanding shares, and Mr. Wilson agreed to ask that of each director. That afternoon Mr. Wilson contacted each director to convey Dr. Leitner’s request that would be considered during the Board meeting scheduled for later in the afternoon.

The Board met late in the afternoon on Sunday, June 24, 2018. During the meeting, the Board heard from Mr. Staton regarding the due diligence and site visits by Andritz and plans for communications with customers and employees following any announcement of the proposed transaction. Latham & Watkins reviewed the terms of the Merger Agreement and voting agreements as negotiated with Kilpatrick Townsend and provided the Board with a presentation as to the directors’ obligations and fiduciary duties under Delaware law when considering to recommend a transaction for stockholder approval that would involve the sale of Xerium. Each of the directors confirmed that he or she did not have any prior business dealings or relationships with Andritz or its affiliates. Latham & Watkins also reviewed with the Board the pre-merger notification filings with competition authorities required for completion of the transaction. Mr. McDonough provided the Board with a fairness analysis of the proposed transaction for the stockholders from a financial point of view and advised that True North would provide the Board with a signed fairness opinion after the Board meeting. Mr. McDonough advised the Board that neither he nor anyone at True North had provided any professional services to Andritz, J.P. Morgan or their respective affiliates over the past two years. The Board noted the request of Dr. Leitner that each director sign a voting agreement subject to a fiduciary out. The Board deliberated on the proposed transaction, concluding that the strategic alternatives process was appropriately designed and conducted to achieve the highest and best price reasonably available and that the price and terms offered by Andritz represented the highest and best price available for stockholders. The Board agreed unanimously to approve the Merger Agreement and form of Voting Agreements and to recommend that stockholders approve the Merger Agreement at a special meeting to be called

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during the third quarter of 2018. Later that evening, the parties signed the Merger Agreement and Xerium issued its press release announcing the transaction just after midnight on the morning of June 25, 2018.

Recommendation of the Board and Reasons for the Merger

In unanimously approving the Merger Agreement, the Board took into consideration the low volume of trading in Xerium common stock over the past several years and the fact that stockholders were unable to trade their shares successfully to achieve liquidity if desired. In the Board’s view this led to a depressed stock price over time, that would not be easily remedied without a transaction offering substantial liquidity. The Board considered the premium offered by Andritz at $13.50 per share, which was 104.2% above the closing price on Friday, June 22, 2018 of $6.61 per share, or 102.0% above the 90-day trailing average to June 22, 2018 of $6.68 per share. The Board further considered the premium over the closing price of $5.47 per share on March 16, 2018, before it announced the strategic alternatives process, which was 146.8% higher than the market price unaffected by the process, and 172.2% higher than the 90-day trailing average market price of $4.96 per share at March 16, 2018. The Board considered the headwinds in the paper and packaging industry and the limited growth worldwide faced by Xerium’s customers despite an otherwise growing worldwide economy, Xerium’s substantial debt, and that management’s own forecasts for growth over the next four years reflected only nominal growth with refinancing and limited pay down of Xerium’s debt. The Board considered that current conditions suggested that this would be a good time to sell Xerium given the risks of a potential recession over the next few years and that Andritz was the type of buyer most willing to pay the highest price for Xerium given its long global experience in serving the paper, pulp and packaging industry.

The Board has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of Xerium and its stockholders and has unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement. The Board unanimously recommends that Xerium stockholders vote “FOR” the Merger Proposal.

Fairness Opinion of Xerium’s Financial Advisor

Overview

Pursuant to an engagement letter dated October 26, 2017, Xerium retained True North to act as its financial advisor in connection with the possible sale of Xerium. In selecting True North, the Board considered, among other things, the fact that True North and its founder had substantial experience with, and knowledge about, Xerium, the industry, and the competitive landscape in which Xerium competes. True North, as part of its investment banking business, is continuously engaged in the evaluation of businesses and their debt and equity securities in connection with mergers and acquisitions, private placements and other securities offerings, valuations and general corporate advisory services.

At the June 24, 2018 meeting of the Board, True North delivered its oral opinion, which was subsequently confirmed in writing, that, as of June 24, 2018, and based upon and subject to the assumptions, qualifications and limitations set forth in the written opinion, the Merger Consideration was fair, from a financial point of view, to the holders of Xerium common stock.

The full text of True North’s written opinion is attached as Appendix C to this proxy statement and you should read the opinion carefully and in its entirety. The opinion sets forth the assumptions made, some of the matters considered and qualifications to and limitations of the review undertaken by True North. The True North opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of TN Capital Advisors LLC’s associated broker-dealer, Stone Key Securities LLC, is subject to the assumptions and conditions contained in the opinion and is necessarily based on economic, market and other conditions and the information made available to True North as of the date of the True North opinion. True North has no responsibility for updating or revising its opinion based on circumstances or events occurring after June 24, 2018.

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In reading the discussion of the fairness opinion set forth below, you should be aware that True North’s opinion:

Xerium did not provide specific instructions to, or place any limitations on, True North with respect to the procedures to be followed or factors to be considered by it in performing its analyses or providing its opinion.

In connection with rendering its opinion, True North:

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In connection with rendering its opinion, True North further noted that:

Summary of Analyses

The following is a summary of the principal financial and valuation analyses performed by True North and presented to the Board in connection with rendering its fairness opinion.

Some of the financial and valuation analyses summarized below include summary data and information presented in tabular format. In order to understand fully the financial and valuation analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of True North’s financial and valuation analyses.

Stock Price Trading History and Valuation Considerations

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Transaction Valuation Overview

Based on the transaction price of $13.50 per share, True North reviewed the implied (i) transaction enterprise value/forward Adjusted EBITDA multiples, and (ii) transaction price/forward earnings multiples. True North also calculated the transaction price premia in relation to various Xerium common stock prices that were based on (i) the closing price as of June 21, 2018, (ii) the unaffected stock price as of March 16, 2018 (the last trading day before Xerium’s announcement of its review of strategic alternatives), (iii) the 30-day and 90-day average prices as of June 21, 2018 and (iv) the 52-week high and 52-week low prices as of June 21, 2018.

True North’s Valuation Analyses

After evaluating the following valuation techniques, True North concluded that the perpetuity growth-based and terminal multiple discounted cash flow analyses were the most appropriate methodologies to value Xerium due to its highly levered capital structure and depressed equity value.

Discounted Cash Flow Analyses . True North performed discounted cash flow analyses based on Xerium’s projected unlevered after-tax free cash flows and an estimate of its terminal value at the end of the projection horizon.

In performing its discounted cash flow analyses:

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Comparable Company Analysis . True North compared and analyzed Xerium’s historical stock price performance, historical and projected financial performance and valuation metrics against other publicly traded companies in the paper machinery sector.

The following publicly traded paper machinery industry comparable companies were used in the analysis of Xerium and were selected on the basis of industry and customer focus and global market scale:

True North calculated the following trading multiples for the above comparable companies based on Wall Street consensus estimates and the most recent publicly available filings:

In performing its comparable company analysis:

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Precedent Merger and Acquisition Transactions Analysis . True North reviewed and analyzed certain relevant precedent merger and acquisition transactions during the past several years involving paper machinery. The following precedent merger and acquisition transactions were considered by True North:

A summary of True North’s analysis of the precedent merger and acquisition transactions is presented in the table below:

In performing its precedent merger and acquisition transactions analysis:

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Other Analyses . True North also performed other analyses not relied upon for purposes of its fairness opinion, including a Leveraged Buyout Analysis, a Standalone Discounted Equity Analysis and a Share Price Premium Analysis. True North excluded these analyses from its fairness determination because of the subjective assumptions incorporated in the Leveraged Buyout Analysis, the simplicity involved in the Standalone Discounted Equity Analysis, and the imprecise comparability of any one transaction in the Share Price Premium Analysis, although the mean of the aggregate sample of share premiums is highly supportive of True North’s fairness opinion.

Other Considerations

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant assumptions and financial and valuation analyses and the application of those methods to the particular circumstances involved. A fairness opinion is therefore not readily susceptible to partial analysis or summary description, and taking portions of the analyses set out above, without considering the analysis as a whole, would in the view of True North create an incomplete and misleading picture of the processes underlying the analyses considered in rendering the True North opinion. In arriving at its opinion, True North:

True North also noted that:

The type and amount of consideration payable in the Merger were determined through negotiations between Xerium and Andritz and were approved by the Board. True North provided advice to Xerium during these negotiations. True North did not, however, recommend to Xerium or the Board that any specific amount of consideration be received by the holders of Xerium common stock in connection with the Merger. The decision to enter into the Merger Agreement was solely that of the Board. The True North opinion was just one of the

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many factors taken into consideration by the Board. Consequently, True North’s analyses should not be viewed as determinative of the decision of the Board with respect to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Xerium common stock pursuant to the Merger.

Pursuant to the engagement letter between True North and Xerium, Xerium has agreed to pay True North a fee totaling approximately $9.1 million, of which $1.5 million was earned upon delivery of its opinion and the remaining portion of which will be payable upon the consummation of the transaction contemplated by the Merger Agreement. In addition, Xerium has agreed to reimburse True North for certain expenses and to indemnify True North against certain liabilities arising out of True North’s engagement.

True North may seek to provide Andritz and its affiliates with certain investment banking and other services unrelated to the Merger in the future.

Certain Projections Prepared by the Management of Xerium

Xerium does not as a matter of course publicly disclose long-term projections of financial performance due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, in connection with the evaluation of strategic alternatives, Xerium provided the Board and True North certain non-public, unaudited, stand-alone financial projections that were prepared by our management, representing management’s best estimate of the future performance of Xerium. The management projections were also provided to Andritz in connection with Andritz’s evaluation of a possible transaction involving Xerium. Specifically, Andritz and all other bidders that signed non-disclosure agreements were provided condensed projected financial information including Net Sales, Gross Profit, Gross Margin, Total Selling, General and Administrative Expenses (referred to as “ SG&A ”), Operating Income, Cash Interest Expense, Pretax Income, Income Taxes, Net Income and Adjusted EBITDA for the years ending December 31, 2018 through 2021, for their review in connection with evaluation of a transaction with Xerium. The management projections represent forecasted financial information and are included below. The inclusion of this information should not be regarded as an indication that any of Xerium, Andritz, their respective financial advisors or any of their respective representatives or any other recipient of this information considered, or now considers, the management projections to be necessarily predictive of future results.

These management projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Xerium’s management. They are not a guarantee of future financial performance and are subjective in many respects. As a result, the projected results may not be realized and the actual results may be significantly different than the projected results. Since the management projections cover multiple years, these projections, by their nature, become less predictive with each successive year. Xerium stockholders are urged to review Xerium’s SEC filings for a description of risk factors with respect to Xerium’s business. See “ Cautionary Statement Regarding Forward-Looking Statements ” beginning on page 29 of this proxy statement and “ Where You Can Find More Information ” beginning on page 90 of this proxy statement. The management projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with U.S. generally accepted accounting principles (referred to as “ GAAP ”), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the management projections require significant estimates and assumptions that make them inherently less comparable to the similarly titled GAAP measures in Xerium’s historical financial statements.

Neither Xerium’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the management projections contained herein, nor have they expressed any opinion or any other form of assurance on the information or its achievability. The report of Xerium’s independent registered public accounting firm contained in Xerium’s Annual Report on Form 10-K for the year ended December 31, 2017 relates to Xerium’s historical financial information. Such report does not extend to the management projections and should not be read to do so.

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Furthermore, the management projections do not take into account any circumstances or events occurring after the date they were prepared.

The following tables present selected management projections for the fiscal years ending 2018 through 2021 for Xerium on a standalone basis.

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The following table presents a reconciliation of net income to EBITDA, Adjusted EBITDA and EBITDA - Capex for each of the periods indicated:

(1)—CEO transition costs totaled $3,063 in 2017

The management projections also do not take into account any circumstances or events occurring after the date on which they were prepared and do not give effect to the transactions contemplated by the Merger Agreement, including the Merger. The management projections also reflect assumptions as to certain business decisions that are subject to change. None of Xerium, Andritz or their respective affiliates, advisors, officers, employees, directors or their respective representatives undertakes any obligation to update or otherwise revise or reconcile these management projections to reflect circumstances existing after the date the management projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error. None of Xerium, Andritz or their respective affiliates, advisors, officers, employees, directors or their respective representatives has made or makes any representation to any Xerium stockholder or other person regarding Xerium’s ultimate performance compared to the information contained in these management projections or that projected results will be achieved. Xerium has made no representation to Andritz, in the Merger Agreement or otherwise, concerning these management projections.

Since the date of the projections, Xerium has made publicly available its actual results of operations for the fiscal year ended December 31, 2017 and for the quarters ended March 31, 2018 and June 30, 2018. You should review Xerium’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed on February 28, 2018, and Xerium’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018 and June 30, 2018, filed on April 30, 2018 and July 26, 2018, respectively, to obtain this information. See “ Where You Can Find More Information ” beginning on page 90 of this proxy statement.

Interests of the Directors and Executive Officers of Xerium in the Merger

When considering the recommendation of the Board that you vote for the Merger Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that may be different

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from, or in addition to, your interests as a stockholder. The Board was also aware of these interests in, among other matters, approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the stockholders of Xerium. See the sections entitled “ The Merger—Background of the Merger ” and “ The Merger—Recommendation of the Board and Reasons for the Merger ” beginning on pages 31 and 40 of this proxy statement, respectively. You should take these interests into account in deciding whether to vote “ FOR ” the adoption of the Merger Agreement.

These interests are described in more detail below, and certain of them, including the compensation that may become payable in connection with the Merger to Messrs. Staton, Pietrafitta, Pretty, Fracasso, Bly and Bevis, who constitute our named executive officers, which is subject to a non-binding, advisory vote of Xerium’s stockholders, are quantified in the narrative below and under the heading “ Proposal No.  3: Advisory Vote Regarding Merger-Related Named Executive Officer Compensation ” beginning on page 83 of this proxy statement. The dates used below to quantify these interests have been selected for illustrative purposes only and do not necessarily reflect the dates on which certain events will occur. Note that, in accordance with SEC rules we are required to include this information with respect to certain individuals who were executive officers of Xerium at any time since January 1, 2017, and therefore include information with respect to Mr. Bevis, who is no longer employed with Xerium.

Treatment of Xerium Equity Awards in the Merger

Certain of our directors and executive officers hold outstanding Xerium RSUs and/or DSUs. None of our directors or executive officers hold any outstanding Xerium stock options.

Effective as of immediately prior to the Effective Time, each of our Time-Based RSUs (i) shall automatically become fully vested and the restrictions thereon shall lapse and (ii) by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (A) the aggregate number of shares of Xerium common stock subject to such Time-Based RSUs by (B) the Merger Consideration, subject to any applicable withholding or other taxes required by applicable law.

Effective as of immediately prior to the Effective Time, each of our outstanding PSUs (i) shall automatically become fully vested, and the restrictions thereon shall lapse, with respect to that number of shares of Xerium common stock subject to such award that would be earned at 100% of the target level and (ii) by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (A) the aggregate number of shares of Xerium common stock subject to such Vested PSUs by (B) the Merger Consideration, subject to any applicable withholding or other taxes required by applicable law.

Effective as of immediately prior to the Effective Time, each of our outstanding DSUs shall be redeemed for one share of Xerium common stock in accordance with the terms of the applicable DSU award and payment of the Merger Consideration in respect of any such shares of Xerium common stock received shall be made as provided in the Merger Agreement or such later date as may be required under the terms of the applicable DSU award to avoid a violation of Section 409A of the Code.

The following table sets forth for each individual the aggregate number of shares of Xerium common stock subject to Time-Based RSUs, PSUs and DSUs held as of August 1, 2018. The amounts shown in this table do not include (i) shares of Xerium common stock already owned by the executive officer or director (which shares will be converted into the right to receive the Merger Consideration on the same basis as all other shares of Xerium

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common stock) or (ii) phantom stock units held by our executive officers or shares subject to Mr. Staton’s special incentive opportunity, which are discussed and presented below.

Outstanding Phantom Stock Unit Awards

In addition to stock options, Time-Based RSUs, PSUs and DSUs, our executive officers have received awards of phantom stock units pursuant to our 2017–2019 Long-Term Incentive Plan and our 2018–2020 Long-Term Incentive Award Plan (referred to as the “ Phantom Stock Plans ”). Each award of phantom stock units represents the right to receive a cash payment upon vesting based on the price of our common stock and was originally scheduled to vest on the three-year anniversary of the date of grant. 50% of each award was designated as time-based units that were subject only to continued employment through the vesting date and 50% of each award was designated as performance based units that were eligible to vest at a level of 0% to 200% of the target award based on our level of achievement of certain Adjusted EBITDA and return on net assets goals. The Phantom Stock Plans provide that upon the consummation of the Merger, all phantom stock units will immediately vest, with the performance-based units being deemed earned at the target level of 100%. Upon consummation of the Merger, the executive officers will be entitled to receive, with respect to each vested phantom stock unit, an amount equal to the Merger Consideration, as illustrated in the following table:

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Special Incentive Opportunity For Mark Staton

In connection with his commencement of employment with us in 2017, we provided a special incentive award opportunity to Mr. Staton (referred to as the “ special incentive opportunity ”), pursuant to which he was eligible to earn a specified number of shares of our common stock based on our average stock price reaching certain specified levels over a 42-month period following his commencement of employment. The number of shares that would be earned depended on the level to which our stock price rose and date on which such price levels were attained. The threshold number of shares that was eligible to be earned was 100,000 and the maximum number of shares was 600,000, with the actual number of shares based on a matrix that was included in Mr. Staton’s employment agreement. Mr. Staton’s employment agreement provides that upon a change in control, Mr. Staton will be entitled to receive the number of shares that would have been earned based on the stock price paid in the transaction and the date on which the definitive agreements governing the transaction are executed.

In connection with the execution of the Merger Agreement, we amended Mr. Staton’s employment agreement to clarify, consistent with the original intent of the arrangement, that the actual number of shares awarded would be based on linear interpolation between the specific stock price levels identified in the employment agreement matrix. Pursuant to this special incentive opportunity, upon consummation of the Merger, Mr. Staton will be entitled to a cash payment in the amount of $5,751,000, representing 426,000 shares of our common stock. This is in addition to the amounts shown in the tables above relating to RSUs, PSUs and the Phantom Stock Plans.

Employment and Severance Arrangements

Several of Xerium’s current and former executive officers are party to arrangements that provide certain payments and other benefits in the event of certain termination events, including upon a qualifying termination of employment in connection with a change in control of Xerium.

Mark Staton . Mr. Staton serves as a Director and as our President and Chief Executive Officer. If Mr. Staton terminates his employment other than for “good reason” (as defined in his employment agreement), he is entitled to his unpaid salary and benefits through his date of termination. If his employment terminates because of his death or disability, then he is entitled to his earned and unpaid salary through his date of termination and the payout he would have earned under our annual bonus plan for the year in which the termination occurs, prorated to reflect the number of days that he worked in the year. If we terminate his employment for any reason other than “cause” (as defined in his employment agreement), or if he terminates his employment for “good reason,” in either case not within two years after certain specified change in control transactions, then he is entitled to (i) receive an amount in cash equal to 1.5 times his base salary paid over the following 18 months, (ii) payment of his COBRA premiums for a period of up to 18 months following the date of termination if he elects to continue participating in Xerium’s healthcare plans pursuant to COBRA, (iii) outplacement services and financial planning assistance consistent with such services available to other senior officers, (iv) receive the payout he would have earned under our annual bonus plan for the year in which the termination occurs, prorated to reflect the number of days that he worked in the year, (v) a prorated portion of all unvested outstanding phantom stock units, and (vi) shares of common stock underlying his special incentive opportunity to the extent that any such shares are earned based on our stock price level within the six month period after his date of termination.

If any such termination occurs within two years following certain specified change of control transactions, including the Merger, then he is entitled to (i) receive an amount in cash equal to two times his base salary paid in a lump sum, (ii) payment of his COBRA premiums for a period of up to 24 months following the date of termination if he elects to continue participating in Xerium’s healthcare plans pursuant to COBRA, and (iii) receive the payout he would have earned under our annual bonus plan for the year in which the termination occurs, prorated to reflect the number of days that he worked in the year.

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If we terminate his employment for “cause,” he is entitled only to payment of his earned and unpaid base salary for the period prior to termination. The timing of certain of the payments described above may be delayed under Section 409A of the Code.

Harald Weimer . We have entered into a service contract with Harald Weimer, Xerium’s President of Europe, pursuant to which, if we terminate his employment for any reason other than for “good cause” (as described in his service contract), Mr. Weimer is entitled to receive his base salary for 12 months, provided that, if we terminate Mr. Weimer’s employment for reasons other than his inability to provide services or his violation of his contractual or legal duties and, in any case, the notice of termination is issued within three months prior to or within two years following a change in control, Mr. Weimer is entitled to receive his base salary for 18 months.

Other Executives.

We have entered into employment agreements with Clifford E. Pietrafitta, David Pretty, Eduardo Fracasso, Robert P. Burke, Michael F. Bly, William Butterfield and Phillip B. Kennedy that provide certain payments and other benefits in the event of certain termination events, including upon a qualifying termination of employment in connection with a change in control of Xerium.

Under their agreements, if we terminate the executive’s employment for any other reason (other than “cause” (as defined in the employment agreement)), or if he terminates his employment for “good reason,” then he is entitled under his employment agreement to (i) receive his base salary for one year (18 months in the case of Mr. Bly) and (ii) participate in medical/dental benefit plans for the same amount of time (or such longer period as may be provided in our benefit plans). If any such termination occurs within three months prior to or two years following certain specified change of control transactions, including the Merger, then the period of base salary and medical/dental benefit continuation shall be 18 months instead of one year (24 months in the case of Mr. Bly).

If we terminate the executive’s employment for “cause,” he is entitled only to payment of his earned and unpaid base salary for the period prior to termination. The timing of certain of the payments described above may be delayed under Section 409A of the Code.

Each of these executives who is subject to U.S. federal income tax is expected to enter into an amendment to their employment agreement, effective on or prior to the closing of the Merger, that will provide, among other things, that if any amounts will become subject to the excise tax imposed by Section 4999 of the Code, then such amounts will be reduced so as not to become subject to such excise tax, but only if the net amount of such payments as so reduced is greater than or equal to the net amount of such payments without such reduction.

In addition to the foregoing, pursuant to an arrangement approved by the Board in March 2018, Mr. Kennedy will be entitled to receive a one-time special cash bonus in an amount equal to $125,000, payable within 30 days after the Effective Time. This bonus will be payable regardless of whether Mr. Kennedy incurs a qualifying termination in connection with the Merger.

2018 Management Incentive Compensation Program

Each of Xerium’s executive officers participates in Xerium’s 2018 Management Incentive Compensation program (referred to as the “ 2018 MIC ”). Each executive officer has an individual target award opportunity under the 2018 MIC, expressed as a percentage of eligible earnings. The target bonus opportunity for our executive officers is 50% of their annual base salary (100% of annual base salary for Mr. Staton). Based upon achievement of Xerium’s corporate performance goals that are established by the Board’s Compensation Committee, each executive officer will receive, following the applicable plan year, a payment of between 25% and 180% of his or her target bonus opportunity, provided that the minimum thresholds have been met.

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In the event of a change in control prior to the close of a performance year, the performance year will be deemed to end on the effective date of such transaction and the performance metrics shall be deemed achieved to the extent that the applicable performance metrics are achieved for the shortened performance year based on the financial information available to Xerium. In the event that such performance metrics have been achieved, if the 2018 MIC (or an equivalent plan approved by the Board that is no less lucrative or generous than the 2018 MIC) is not continued for the period from the end of the performance year to the end of calendar year 2018, the full amount of the award will be payable to each participating employee in cash promptly following the change in control. In the event such performance metrics have been achieved and the 2018 MIC (or an equivalent plan approved by the Board that is no less lucrative or generous than the 2018 MIC) is continued for the period from the end of the performance year to the end of the calendar year 2018 (subject to an adjustment for any payments made at the effective date of the change in control), the amount of the award shall be prorated through the date of the change in control.

Employee Benefits

The Merger Agreement requires Andritz to cause Xerium to continue to provide certain compensation and benefits for a one-year period following the Effective Time and to take certain actions in respect of employee benefits provided to Xerium employees, including its executive officers. For a detailed description of these requirements, please see “ The Merger Agreement—Other Covenants and Agreements—Employee Matters ” beginning on page 74 of this proxy statement.

Insurance and Indemnification of Directors and Executive Officers

Under the Merger Agreement, Andritz has agreed to indemnify the present and former officers and directors of Xerium for acts or omissions occurring at or prior to the Effective Time existing as of June 24, 2018 as provided in our certificate of incorporation and by-laws in effect on June 24, 2018, for a period of six years after the Effective Time. In addition, prior to the Effective Time, Xerium is required to or, if Xerium is unable to, Andritz will cause the surviving corporation as of or after the Effective Time to, purchase a certain six-year prepaid “tail” policy for such directors and officers or otherwise provide for continuation of the coverage no less favorable than Xerium’s existing directors’ and officers’ liability insurance policies. For a detailed description of these requirements, please see “ The Merger Agreement—Other Covenants and Agreements—Indemnification of Directors and Officers; Insurance ” beginning on page 76 of this proxy statement.

Voting Agreements

Certain stockholders of Xerium, including each member of the Board, in their respective capacities as holders of shares of Xerium common stock, collectively representing ownership of approximately 21.6% of the outstanding shares of Xerium common stock as of the Record Date, have entered into Voting Agreements with Andritz pursuant to which, among other things and subject to the terms and conditions therein, each of them has agreed to vote their shares of Xerium common stock in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, and against any alternative competing proposal. In addition, each stockholder party to a Voting Agreement waived his, her or its appraisal rights and provided an irrevocable proxy to Andritz to vote in favor of the Merger Proposal, including voting for the adoption of the Merger Agreement. Each Voting Agreement, other than the Wynnefield Voting Agreement, terminates upon the earliest to occur of (i) the Effective Time; (ii) the termination of the Merger Agreement in accordance with its terms; (iii) the Board changing its recommendation that Xerium’s stockholders adopt the Merger Agreement in accordance with the terms of the Merger Agreement; or (iv) the conclusion of the stockholders’ meeting. The Wynnefield Voting Agreement terminates upon the earliest to occur of the events set forth in the prior sentence, any material breach by Andritz of a representation, warranty, covenant or agreement made by Andritz in the Wynnefield Voting Agreement or the Merger Agreement, whether or not Xerium has terminated the Merger Agreement in response to such breach, or, at the option of the funds that are signatories to the Wynnefield Voting Agreement, October 31, 2018.

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Financing of the Merger

The Merger Agreement is not conditioned upon receipt of financing by Andritz. We anticipate that the total amount of funds necessary to consummate the Merger and the Transactions, not including fees and expenses, will be approximately $232 million, including the estimated funds needed to (i) pay our stockholders the Merger Consideration due to them under the Merger Agreement; and (ii) make payments in respect of outstanding RSUs and DSUs pursuant to the Merger Agreement. We understand that Andritz expects to use cash on hand and other funds available to it to fund the acquisition of Xerium.

Closing and Effective Time of the Merger

Unless another date is agreed by the parties, the closing of the Merger will take place no later than the second business day following the satisfaction or, to the extent permitted by law, waiver of all conditions to closing (described under “ The Merger Agreement—Conditions to the Merger ” beginning on page 77 of this proxy statement) other than those conditions to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions.

Concurrently with the closing, Xerium will cause to be filed an executed certificate of merger with respect to the Merger with the Delaware Secretary of State as provided under the DGCL. The Merger will become effective upon the filing of such certificate of merger, or at such later date and time as is agreed by Xerium, Andritz and Merger Subsidiary and specified in such certificate of merger.

Appraisal Rights

If the Merger is consummated, Xerium’s stockholders will be entitled to appraisal rights in connection with the Merger under Section 262 provided they comply with the conditions established by Section 262.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Appendix B . The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262.

Under Section 262, record holders of Xerium common stock who make the demand described below with respect to such shares, do not vote in favor of the Merger Proposal, continuously hold such shares through the Effective Time, and otherwise comply with the statutory requirements of Section 262 will be entitled to an appraisal of their shares of our common stock and to receive payment in cash for the fair value of their shares as of the Effective Time, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The “fair value” of the shares of our common stock as determined by the Delaware Court of Chancery may be more than, less than, or equal to the Merger Consideration per share that holders thereof are otherwise entitled to receive under the terms of the Merger Agreement. Stockholders should be aware that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Merger, is not an opinion as to, and does not otherwise address “fair value” under Section 262 of the DGCL. All references in this summary of appraisal rights to a “stockholder” or “holders of shares” are to the record holder or holders of such shares of our common stock.

Under Section 262, when a merger agreement is to be submitted by a corporation’s board of directors for adoption at a meeting of such corporation’s stockholders, not less than 20 days before such meeting, the corporation submitting the matter to a vote of stockholders must notify the stockholders who were stockholders on the record date for notice of such meeting with respect to shares for which appraisal rights will be available pursuant to Section 262 that such appraisal rights will be available. A copy of Section 262 must be included with such notice. This proxy statement constitutes Xerium’s notice to its stockholders that appraisal rights are

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available in connection with the Merger and the full text of Section 262 is attached to this proxy statement as Appendix B , in compliance with the requirements of Section 262. Stockholders who wish to exercise such appraisal rights should carefully review the text of Section 262 contained in Appendix B . Failure to comply timely and properly with the requirements of Section 262 will result in the loss of such stockholder’s appraisal rights under the DGCL. Moreover, because of the complexity of the procedures for exercising appraisal rights, Xerium believes that a stockholder considering the exercise of such rights should seek the advice of legal counsel.

Stockholders who wish to exercise their appraisal rights of their shares of our common stock must deliver to Xerium a written demand for appraisal of the holder’s shares before the vote is taken to approve the Merger Proposal. The demand must reasonably inform Xerium of the identity of the holder of record of shares who intends to demand appraisal of his, her or its shares. A stockholder seeking appraisal of his or her shares may not vote or submit a proxy in favor of the Merger Proposal. If a stockholder fails to deliver such written demand or votes or submits a proxy in favor of the Merger Proposal, such stockholder may remain entitled to receive the per share Merger Consideration for his, her or its shares of our common stock but will not have appraisal rights with respect to such shares. In addition, a holder of shares wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold such shares of record through the Effective Time.

A proxy that is submitted and does not contain voting instructions will, unless properly revoked, be voted “ FOR ” the Merger Proposal, and it will result in the loss of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must either submit a proxy containing instructions to vote “ AGAINST ” the Merger Proposal or “ ABSTAIN ” from voting on the Merger Proposal. Voting against or failing to vote on the Merger Proposal by itself does not constitute a demand for appraisal within the meaning of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal.

All demands for appraisal should be addressed to:

Xerium Technologies, Inc.

Attention: Secretary

14101 Capital Boulevard

Youngsville, NC 27596

Such demands for appraisal must be delivered to Xerium before the vote is taken to approve the Merger Proposal at the special meeting, and must be executed by, or on behalf of, the stockholder. The demand will be sufficient if it reasonably informs Xerium of the identity of the stockholder and the intention of the stockholder to demand appraisal of the “fair value” of his, her or its shares of our common stock. A stockholder’s failure to deliver to Xerium the written demand prior to the taking of the vote on the Merger Proposal at the special meeting will result in the loss of appraisal rights.

Only a holder of record is entitled to demand an appraisal of the shares registered in that holder’s name. Accordingly, to be effective, a demand for appraisal by a stockholder must be made by, or on behalf of, the record stockholder. The demand should set forth, fully and correctly, the record stockholder’s name as it appears on the stockholder’s stock certificate(s) or in the transfer agent’s records, and in the case of uncertificated shares, should specify the stockholder’s mailing address and the number of shares registered in the stockholder’s name. The demand must state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. The demand cannot be made by the person having a beneficial interest in such shares if he or she does not also hold such shares of record. A person having a beneficial interest in shares that are held of record in the name of another person, such as a broker, fiduciary, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized herein properly and in a timely manner to perfect appraisal rights. If shares are owned of record by a person other than the beneficial owner, including a

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broker, fiduciary (such as a trustee, guardian or custodian), bank or other nominee, such demand must be executed by or for the record owner. If a stockholder holds shares through a broker or bank who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder. If a stockholder holds through a broker, bank or other nominee and wishes to exercise appraisal rights, such stockholder should consult with his, her or its broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal must be made in that capacity. If the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a broker, bank or other nominee, who holds shares as a nominee for others, may exercise his or her right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the record owner.

Within 10 days after the Effective Time, the surviving corporation in the Merger must give written notice of the Effective Time to each stockholder who has demanded appraisal in accordance with Section 262 and who did not vote in favor of the Merger Proposal. At any time within 60 days after the Effective Time, any stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the stockholder’s demand and accept the Merger Consideration for that holder’s shares of our common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value of his, her or its shares of our common stock determined in any such appraisal proceeding, which value may be more than, less than, or equal to the Merger Consideration per share.

Within 120 days after the Effective Time, but not thereafter, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all such stockholders. Upon the filing of the petition by a stockholder, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation has no obligation to file such petition and has no present intention to file a petition and holders should not assume that the surviving corporation will file a petition. In the event that the surviving corporation does not file such petition, it is the obligation of the holders of our common stock to initiate all necessary action to perfect their appraisal rights with respect to shares within the time prescribed in Section 262. In addition, within 120 days after the Effective Time, any stockholder who has theretofore complied with the applicable provisions of Section 262 will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares not voted in favor of the Merger Proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. A person who is the beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person and for which appraisal has been properly demanded may, in such person’s own name, file a petition

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for appraisal or request from the surviving corporation such statement. The statement must be mailed within 10 days after such written request has been received by the surviving corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached. After notice to stockholders who have demanded appraisal from the Delaware Register in Chancery, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders who have complied with Section 262 and who have become entitled to the appraisal rights provided by Section 262. The Delaware Court of Chancery may require stockholders who have demanded an appraisal for their shares and who hold shares represented by certificates, to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. Additionally, because our common stock will have been publicly listed on the New York Stock Exchange, the Delaware Court of Chancery is required under Section 262 to dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of our common stock or (ii) the value of the Merger Consideration for such total number of shares of our common stock exceeds $1 million.

After determination of the stockholders entitled to appraisal of their shares, the Delaware Court of Chancery will appraise the shares, determining their fair value as of the Effective Time after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value by the surviving corporation to the stockholders entitled thereto. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as provided in the following sentence, interest from the Effective Time through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the appraisal proceeding, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided in the preceding sentence only upon the sum of (i) the difference, if any, between the amount so paid and the fair value of shares as determined by the Delaware Court of Chancery and (ii) interest theretofore accrued, unless paid at that time.

Neither Xerium nor Andritz anticipates offering more than the Merger Consideration provided for in the Merger Agreement to any stockholder exercising appraisal rights and they reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of our common stock is less than the per share Merger Consideration. In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc. , 457 A.2d 701 (Del. 1983), the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the surviving corporation. In Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. , 177 A.3d 1 (Del. 2017) and DFC Global Corp. v. Muirfield Value Partners, L.P. , 172 A.3d 346 (Del. 2017), the Delaware Supreme Court confirmed that while the Court has not adopted a presumption in favor of deal price, the deal price may be considered as a factor.

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Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede  & Co. v. Technicolor , Inc. , 634 A.2d 345 (Del. 1993), the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger , the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Delaware Court of Chancery, as it deems equitable in the circumstances. Each dissenting stockholder is responsible for his, her or its attorneys and expert witness expenses, although upon the application of a dissenting stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares entitled to appraisal. Any stockholder who demanded appraisal rights will not, after the Effective Time, be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares other than with respect to payment as of the Record Date prior to the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss of a stockholder’s statutory appraisal rights.

U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of the U.S. federal income tax consequences of the Merger that are relevant to holders of shares of Xerium common stock whose shares are converted into the right to receive cash pursuant to the Merger. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (referred to as the “ IRS ”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of Xerium common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes) and does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income). In addition, this summary does not address the U.S. federal income tax consequences to holders of shares who exercise appraisal rights under the DGCL. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder or both, as the context may require.

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, including:

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If a partnership (including an entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds shares of Xerium common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding the shares of Xerium common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR OTHER TAX LAWS.

U.S. Holders

For purposes of this discussion, a “ U.S. Holder ” is a beneficial owner of shares of Xerium common stock who or that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Xerium common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than 1 year at the time of the consummation of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder. There are limitations on the deductibility of capital losses.

Non-U.S. Holders

For purposes of this discussion, the term “ Non-U.S. Holder ” means a beneficial owner of shares of Xerium common stock who or that is not a U.S. Holder or partnership for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them in light of their particular circumstances.

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Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Under FIRPTA, dispositions of a USRPI by a foreign person are generally subject to U.S. federal income taxation. Shares in a USRPHC with at least one class of stock that is regularly traded on an established securities market generally will be considered a USRPI with respect to a foreign person only if such foreign person holds more than 5% of the value of the regularly traded class of stock.

We believe that we have not been a USRPHC during the applicable statutory period. Therefore, the sale of any shares of Xerium common stock held by a Non-U.S. Holder should not be subject to U.S. taxation under the FIRPTA rules.

Regulatory Approvals Required for the Merger

HSR Act and U.S. Antitrust Matters

Under the HSR Act, and the rules promulgated thereunder by the FTC, the Merger cannot be consummated until Xerium and Andritz each file a notification and report form with the FTC and the Antitrust Division of the Department of Justice under the HSR Act and the applicable waiting period thereunder has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. Xerium and Andritz and their respective affiliates filed their respective HSR Act notifications on July 16, 2018.

At any time before or after consummation of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the Antitrust Division of the Department of Justice or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the consummation of the Merger, and notwithstanding the expiration or termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the consummation of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. On July 27, 2018, the FTC notified Xerium and Andritz that their request for early termination of the applicable waiting period was granted.

Foreign Antitrust Matters

Andritz and Xerium also plan to submit antitrust filings in four additional jurisdictions—Germany, Austria, Colombia and Brazil.

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In the case of each of Germany, Austria, Colombia and Brazil, Andritz submitted a joint filing on behalf of both itself and Xerium in late July 2018. In Germany, a notification to the Federal Cartel Office (Bundeskartellamt) is required, and there is an initial one-month waiting period. If the Bundeskartellamt determines that a Phase 2 review is required, the waiting period will be extended for an additional three months. In Austria, there is a four-week waiting period after submission of the filing to the Federal Competition Authority (Bundeswettbewerbsbehörde), with the possibility of extension if the authorities determine that an in-depth review is necessary. The filing in Colombia is with the Superintendence of Industry and Commerce (Superintendencia Industria y Comercio), and if the Transactions qualify for “fast-track” treatment the review period will be 30 business days from the date of filing. If a full review is initiated in Colombia, the review period may be up to three months after all requested information is submitted. In Brazil, the filing is submitted to the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica) and the waiting period expires 30 days after filing if the Transactions qualify for summary procedure. If a full review is required, the review period can be up to 240 days, although this period can be further extended upon request.

Litigation

On July 30, 2018, an alleged stockholder of the Company filed a putative securities class action complaint against the Company and its directors in the United States District Court for the District of Delaware, captioned Akouka v. Xerium Technologies, Inc., et al ., No. 1:18-cv-01116-UNA. The complaint purports to be brought on behalf of all of the public stockholders of the Company’s common stock. It asserts that the Company and its directors violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9 promulgated thereunder by providing allegedly incomplete and misleading information about the Merger in the preliminary proxy statement filed on July 16, 2018. The complaint seeks to enjoin the Merger and any steps taken to consummate the Merger, in addition to seeking damages in the event that the Merger is consummated.

On August 1, 2018, an alleged stockholder of the Company filed a putative securities class action complaint against the Company and its directors in the United States District Court for the District of Delaware, captioned Niesyn v. Xerium Technologies, Inc., et al ., No. 1:18-cv-01133-UNA. The complaint purports to be brought on behalf of all of the public stockholders of the Company’s common stock. It asserts that the Company and its directors violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9 promulgated thereunder by providing allegedly incomplete and misleading information about the Merger in the preliminary proxy statement filed on July 16, 2018. The complaint seeks to enjoin the Merger, in addition to seeking damages in the event that the Merger is consummated.

On August 2, 2018, an alleged stockholder of the Company filed a putative securities class action complaint against the Company and its directors in the United States District Court for the District of Delaware, captioned Atherton v. Xerium Technologies, Inc., et al . , No. 1:18-cv-01154-UNA. The complaint purports to be brought on behalf of all of the public stockholders of the Company’s common stock. It asserts that the Company and its directors violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9 promulgated thereunder by providing allegedly incomplete and misleading information about the Merger in the preliminary proxy statement filed on July 16, 2018. The complaint seeks to enjoin the Merger and any steps taken to consummate the Merger, in addition to seeking damages in the event that the Merger is consummated.

The Company and the Board believe these lawsuits are without merit.

Delisting and Deregistration of Xerium Common Stock

If the Merger is consummated, following the Effective Time, the common stock of Xerium will cease trading on the New York Stock Exchange and will be deregistered under the Exchange Act. As such, we would no longer file periodic reports with the SEC.

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THE MERGER AGREEMENT

The following summary describes certain material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Appendix A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement .

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about Xerium contained in this proxy statement or in Xerium’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Xerium contained in the Merger Agreement and described in this summary. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and are also qualified in important part by a confidential disclosure letter delivered by Xerium to Andritz in connection with the Merger Agreement. Investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement or in the public filings made by Xerium with the SEC.

Additional information about Xerium may be found elsewhere in this proxy statement and Xerium’s other public filings. See “ Where You Can Find More Information ” beginning on page 90 of this proxy statement.

When the Merger Becomes Effective

The closing of the Merger will take place at the offices of Latham & Watkins, 885 Third Avenue, New York, New York 10022, on a date to be specified by the parties, but no later than the second business day after the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions), unless another time, date or place is agreed to in writing by Xerium and Andritz.

Concurrently with the closing, Xerium will cause to be filed an executed certificate of merger with respect to the Merger with the Delaware Secretary of State as provided under the DGCL. The Merger will become effective upon the filing of such certificate of merger, or at such later date and time as is agreed by Xerium, Andritz and Merger Subsidiary and specified in such certificate of merger.

Structure of the Merger; Certificate of Incorporation; By-Laws; Directors and Officers

Upon the terms and conditions of the Merger Agreement, at the Effective Time, Merger Subsidiary will merge with and into Xerium and the separate corporate existence of Merger Subsidiary will cease, with Xerium

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continuing as the surviving corporation and an indirect wholly owned subsidiary of Andritz. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the surviving corporation until amended in accordance with applicable law. The by-laws of Merger Subsidiary in effect at the Effective Time shall be the by-laws of the surviving corporation until amended in accordance with applicable law. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the surviving corporation and (ii) the officers of Xerium at the Effective Time shall be the officers of the surviving corporation.

Effect of the Merger on Xerium Common Stock

At the Effective Time, each share of Xerium common stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Converted Shares and Dissenting Shares) will be converted into the right to receive the Merger Consideration. From and after the Effective Time, such Xerium common stock will no longer be outstanding, will automatically be cancelled, and will cease to exist, and each holder of a share of common stock will cease to have any rights with respect thereto, except the right to receive, upon surrender of Certificates or Book-Entry Shares, the Merger Consideration.

At the Effective Time, any shares of Xerium common stock that are Cancelled Shares will automatically be cancelled and retired and will cease to exist, and no consideration or payment will be delivered in exchange for such shares. At the Effective Time, any shares of Xerium common stock that are Converted Shares will be converted into such number of shares of stock of the surviving corporation such that each such subsidiary of Xerium or Andritz owns the same percentage of the outstanding capital stock of the surviving corporation immediately following the Effective Time as such subsidiary of Xerium or Andritz owned in Xerium immediately prior to the Effective Time.

The Merger Consideration (and any other amounts payable pursuant to the Merger Agreement) will be adjusted appropriately to reflect the effect of any reclassification, recapitalization, exchange, stock split (including reverse stock split) or combination or readjustment of shares or any stock dividend or stock distribution with a record date occurring on or after the date of the Merger Agreement and prior to the Effective Time.

Treatment of Equity Awards

Options . Effective as of immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of our common stock shall (i) vest in full, and (ii) by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (A) the aggregate number of shares of Xerium common stock subject to such option immediately prior to the Effective Time and (B) the excess, if any, of the Merger Consideration less the exercise price per share of such option, subject to any applicable withholding or other taxes required by applicable law to be withheld. There are no outstanding options to purchase shares of our common stock.

Restricted Stock Units . Effective as of immediately prior to the Effective Time, each of our Time-Based RSUs (i) shall automatically become fully vested and the restrictions thereon shall lapse and (ii) by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (A) the aggregate number of shares of Xerium common stock subject to such Time-Based RSUs by (B) the Merger Consideration, subject to any applicable withholding or other taxes required by applicable law.

Effective as of immediately prior to the Effective Time, each of our outstanding PSUs (i) shall automatically become fully vested, and the restrictions thereon shall lapse, with respect to that number of shares of Xerium

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common stock subject to such award that would be earned at 100% of the target level and (ii) by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (A) the aggregate number of shares of Xerium common stock subject to such Vested PSUs by (B) the Merger Consideration, subject to any applicable withholding or other taxes required by applicable law.

Deferred Stock Units . Effective as of immediately prior to the Effective Time, each of our outstanding DSUs shall be redeemed for one share of Xerium common stock in accordance with the terms of the applicable DSU award and payment of the Merger Consideration in respect of any such shares of Xerium common stock received shall be made as provided in the Merger Agreement or such later date as may be required under the terms of the applicable DSU award to avoid a violation of Section 409A of the Code.

Payment for Xerium Common Stock

At the Effective Time, Andritz will deposit with an exchange agent appointed by Andritz and reasonably acceptable to Xerium cash in an amount necessary to pay the aggregate Merger Consideration (excluding any amounts payable to the holders of Time-Based RSUs, PSUs or DSUs) (referred to as the “ Exchange Fund ”).

Promptly following the Effective Time, Andritz will cause the exchange agent to mail to each holder of record of Certificates or Book-Entry Shares that immediately prior to the Effective Time represented outstanding shares of Xerium common stock (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, will pass only upon proper delivery of the Certificates or Book-Entry Shares to the exchange agent, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for cash in an amount equal to the Merger Consideration multiplied by the number of shares of Xerium common stock previously represented by such Certificates or Book-Entry Shares.

Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or a Book-Entry Share for cancellation to the exchange agent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share will be entitled to receive in exchange therefor as promptly as reasonably practicable cash in an amount equal to the Merger Consideration multiplied by the number of shares of Xerium common stock previously represented by such Certificate or Book-Entry Share. The exchange agent will accept such Certificates (or affidavits of loss in lieu thereof) or such Book-Entry Shares upon compliance with such reasonable terms and conditions as the exchange agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the cash payable upon the surrender of the Certificates or Book-Entry Shares.

Representations and Warranties

The Merger Agreement contains representations and warranties of each of Xerium, Andritz and Merger Subsidiary, subject to certain qualifications or exceptions in the Merger Agreement and the disclosure schedules delivered in connection with the Merger Agreement, as to, among other things:

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The Merger Agreement also contains representations and warranties of Xerium, subject to certain qualifications or exceptions in the Merger Agreement and the disclosure schedules delivered in connection with the Merger Agreement, as to, among other things:

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The Merger Agreement also contains representations and warranties of Andritz and Merger Subsidiary, subject to certain qualifications or exceptions in the Merger Agreement and the disclosure schedules delivered in connection with the Merger Agreement, as to, among other things:

For purposes of the Merger Agreement, a “ Material Adverse Effect ” means any event, condition, change, occurrence or development, circumstance or effect that (i) has had a material adverse effect on the financial condition, business, assets, liabilities or results of operations of Xerium and its subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or materially delay the Merger and other Transactions, provided, however, that for purposes of clause (ii) none of the following will be deemed in and of themselves to constitute and none of the following shall be taken into account in determining whether there is a Material Adverse Effect:

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provided, that, in the case of the 6th, 7th and 9th bullets above, such clauses will not prevent a determination that any change or effect underlying such event has resulted in or would reasonably be expected to result in a Material Adverse Effect; provided, further, that any right to insurance or indemnification will be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be likely to occur; and, provided, further, that the exceptions in the first four bullets above will not apply if and to the extent any such exception, individually or in the aggregate with any other event, condition or change has a disproportionate and adverse effect on Xerium and its subsidiaries, taken as a whole, compared to other companies operating in the industries in which Xerium and its subsidiaries operate.

Conduct of Business Pending the Merger

The Merger Agreement provides that, subject to certain exceptions in the disclosure schedules delivered by Xerium in connection with the Merger Agreement, during the period from the date of the Merger Agreement to the Effective Time, Xerium will, and will cause each of its subsidiaries to, (i) maintain its existence in good standing pursuant to applicable law, (ii) subject to the Merger Agreement, conduct its business and operations in the ordinary course of business, (iii) preserve intact its business organizations, material assets, properties and material contracts, (iv) preserve in all material respects its current relationships with customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors and other persons with which Xerium or any of its subsidiaries has material business relations and (v) keep available the services of its present officers and key employees (provided that Xerium shall not be obligated to increase the compensation of, or make any other payments to retain, such officers and key employees).

The Merger Agreement further provides that Xerium will not, and will cause each of its subsidiaries not to, directly or indirectly, except (i) as set forth in the disclosure schedules delivered by Xerium in connection with the Merger Agreement, (ii) as approved by Andritz (which approval will not be unreasonably withheld, conditioned or delayed), (iii) as required by applicable law or (iv) as expressly contemplated by the terms of the Merger Agreement, during the period from the date of the Merger Agreement to the Effective Time:

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Xerium further agrees to, from June 24, 2018 until the Effective Time and subject to applicable law and the Confidentiality Agreement, reasonably consult and cooperate with Andritz, as and to the extent reasonably requested by Andritz, in connection with the preparation and filing of certain tax returns and any audit, litigation or other proceeding with respect to certain taxes.

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Other Covenants and Agreements

Access and Information

Subject to certain exceptions and limitations and subject to applicable law and the Confidentiality Agreement, from June 24, 2018 until the Effective Time, Xerium will (i) provide Andritz and certain of its representatives with, upon reasonable notice, reasonable access during normal business hours to the officers, employees, offices, properties, books and records of Xerium and its subsidiaries, (ii) furnish to Andritz and certain of its representatives such financial and operating data as such persons may reasonably request and (iii) instruct the employees and certain representatives of Xerium and its subsidiaries to cooperate with Andritz in the matters described in clauses (i) and (ii). Andritz and its representatives shall not be permitted to perform any environmental sampling at real property owned or leased by Xerium or its subsidiaries.

No Solicitation; Company Acquisition Proposals

From June 24, 2018 until the earlier of the Effective Time or the date the Merger Agreement is terminated by its terms, except as expressly permitted in connection with an Acquisition Proposal, Xerium may not (and will cause its and its subsidiaries’ directors, officers and employees and instruct and use its reasonable best efforts to cause its representatives not to): (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in any discussions or negotiations with any person regarding any Acquisition Proposal; (iii) provide any non-public information or data concerning Xerium or any of its subsidiaries to any person in connection with any Acquisition Proposal or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Immediately after the signing of the Merger Agreement, Xerium was required to, and to cause its subsidiaries and representatives to, terminate any discussions with any other person regarding an Acquisition Proposal. Xerium also terminated data room access previously granted to any person that previously executed a confidentiality agreement in connection with its consideration of making an Acquisition Proposal.

Notwithstanding the foregoing, if, before obtaining the Company Stockholder Approval, Xerium receives an unsolicited, bona fide written Acquisition Proposal, and the Board determines in good faith after consultation with outside legal counsel that (i) the Acquisition Proposal is or could reasonably be expected to result in a Superior Proposal, based on the information then available and after consultation with Xerium’s financial advisor and (ii) the failure to take the action described below would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, Xerium may (A) provide access to non-public information regarding Xerium or its subsidiaries to the person who made such Acquisition Proposal, so long as such information had previously been made available to Andritz, or is provided to Andritz prior to or concurrently with its provision to such person, and so long as such person first executes a confidentiality agreement with terms substantially similar to and at least as restrictive as those in the Confidentiality Agreement and (B) engage in discussions or negotiations with such person regarding such Acquisition Proposal.

Xerium is required to notify Andritz within 72 hours of receipt of any bona fide inquiries, proposals, offers, requests for non-public information, or discussions or negotiations relating to an Acquisition Proposal, and provide Andritz with the name of such requesting person, the material terms and conditions of any such proposals, and copies of any written proposals. Xerium is also required to keep Andritz informed on an ongoing basis of the status and terms of any such proposals, offers, discussions, or negotiations.

Except as described below, neither the Board nor any committee of the Board is permitted to take any action constituting an Adverse Recommendation Change, to cause or permit Xerium or any of its subsidiaries to enter into any Alternative Acquisition Agreement relating to any Acquisition Proposal or approve or recommend, or publicly propose to enter into an Alternative Acquisition Agreement.

Before obtaining the Company Stockholder Approval, the Board, in response to a Superior Proposal that did not result from a material breach of the non-solicitation and related provisions of the Merger Agreement, may

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make an Adverse Recommendation Change or terminate the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal, or authorize, resolve, agree or propose publicly to take such action if the following conditions are met. First, Xerium must have given Andritz four business days’ prior written notice of the Superior Proposal, including the material terms thereof, and an unredacted copy of the Alternative Acquisition Agreement and all material related documents. In the event of any amendment to the financial or other material terms of such Superior Proposal, Xerium must provide a new notice and an additional response period of two business days. The notice also must indicate that the Board has determined to effect an Adverse Recommendation Change or to terminate the Merger Agreement. During the notice period or periods, Xerium must, to the extent requested by Andritz in good faith, engage in good faith negotiations with Andritz to amend the Merger Agreement such that the Alternative Acquisition Agreement ceases to constitute a Superior Proposal, and the Board must take any such changes into account in determining whether to make an Adverse Recommendation Change or terminate the Merger Agreement. Finally, the Board must have determined in good faith, after consultation with its financial advisors and outside counsel that the failure to make such an Adverse Recommendation Change or to terminate the Merger Agreement would be inconsistent with the directors’ fiduciary duties under applicable law.

For purposes of the Merger Agreement, “ Acquisition Proposal ” means:

For purposes of the Merger Agreement, “ Adverse Recommendation Change ” means:

For purposes of the Merger Agreement, “ Company Stockholder Approval ” means:

For purposes of the Merger Agreement, “ Superior Proposal ” means:

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Xerium is also not permitted, from June 24, 2018 until the Effective Time, to terminate, amend, modify or waive any provision of any confidentiality, “standstill” or similar agreement to which Xerium or any of its subsidiaries is a party, and must enforce to the fullest extent permitted by law, the provisions of any such agreement unless the Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action is reasonably necessary in order for the directors to comply with their fiduciary duties. If the foregoing exception applies, Xerium must promptly advise Andritz that it is taking such action and the identity of the party or parties with respect to which it is taking such action, provided that the foregoing shall not restrict Xerium from permitting a person to orally request the waiver of a “standstill” or similar obligation to the extent necessary to comply with fiduciary duties under applicable law.

In addition, the Merger Agreement provides that nothing therein shall prevent Xerium or the Board form taking actions to the extent required by Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with respect to an Acquisition Proposal, provided that (i) if such disclosure has the effect or substantive effect of withholding or withdrawing the Board recommendation of adoption of the Merger Agreement, such disclosure will be deemed to be an Adverse Recommendation Change and Andritz will have the right to terminate the Merger Agreement and (ii) in no event will Xerium take, or agree or resolve to take, any action other than in compliance with the non-solicitation and related provisions of the Merger Agreement.

Company Stockholder Meeting and Related Actions

Xerium is required to take, in accordance with applicable law and its certificate of incorporation and by-laws, all actions necessary (i) to establish a record date for, duly call and give notice of a meeting of holders of the Xerium common stock to consider and vote upon the adoption of the Merger Agreement and a non-binding advisory vote on “golden parachute” executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail this proxy statement to the stockholders of record of Xerium and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, as promptly as practicable after June 24, 2018 (and in any event within five business days after the SEC or its staff confirms that it has no further comments on the Proxy Statement). Xerium shall convene and hold the meeting of the stockholders as promptly as practicable after the establishment of the Record Date and the mailing of this proxy statement; provided, however, that (A) in no event shall such meeting be held later than 35 calendar days after the date the proxy statement is mailed to Xerium’s stockholders; and (B) Xerium shall not adjourn or postpone the meeting of the stockholders without the prior written consent of Andritz, other than to the extent required (which shall not exceed 20 business days) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff has instructed Xerium is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by Xerium’s stockholders prior to the stockholders’ meeting. Xerium may postpone or adjourn the stockholders’ meeting on one or more occasions to the extent (i) the Board determines in good faith after consultation with outside legal counsel that the failure to postpone or adjourn such meeting would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law; or (ii) Xerium is required to postpone or adjourn the stockholders’ meeting pursuant to any order, decree, injunction or other binding agreement with any governmental authority. Subject to the Board’s right to make an Adverse Recommendation Change in accordance with the Merger Agreement, Xerium agrees to include the Board recommendation of adoption of the Merger Agreement in the proxy statement and to use reasonable best efforts to obtain the Company Stockholder Approval.

Employee Matters

For a period of one year after the Effective Time, Andritz will cause the surviving corporation to provide to the continuing employees:

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From and after the Effective Time, Andritz shall give each continuing employee full credit for all purposes, including for purposes of eligibility to participate, level of benefits, early retirement eligibility and early retirement subsidies and vesting, under any employee benefit plans, arrangements, collective agreements and employment-related entitlements (including under any applicable 401(k), savings, medical, dental, life insurance, vacation, long-service leave or other leave entitlements, severance or separation pay plans) provided, sponsored, maintained or contributed to by Andritz or any of its subsidiaries for such continuing employee’s service with Xerium or any of its subsidiaries, and with any predecessor employer (as reflected in the records of Xerium or any of its subsidiaries), to the same extent recognized by Xerium or its subsidiaries, except to the extent such credit would result in the duplication of benefits for the same period of service. Andritz is not required to provide such credit for benefit accrual purposes under any defined benefit pension plans of Andritz or its subsidiaries and no such service crediting shall give any continuing employee the right to participate in any Andritz benefit plan that is not available to employees hired on or after the Effective Time.

With respect to each medical, dental, health, pharmaceutical or vision benefit plan offered by Andritz to continuing employees, Andritz will use commercially reasonable efforts to cause such plan to (i) waive all limitations as to preexisting conditions, exclusions and service conditions with respect to participation and coverage requirements, other than limitations that were in effect with respect to such continuing employee as of immediately prior to the Effective Time under the corresponding Xerium benefit plan, (ii) honor any payments, charges and expenses of such continuing employee (and his or her eligible dependents) that were applied toward the deductible, out-of-pocket maximums and co-payments under the applicable Xerium benefit plan in satisfying any applicable deductibles, out-of-pocket maximums and co-payments under the corresponding Andritz benefit plan during the same plan year in which the Effective Time occurs and in which such payments, charges and expenses were made, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to such continuing employee following the Effective Time to the extent that such continuing employee had satisfied any similar limitation under the corresponding Xerium benefit plan.

Andritz agrees that the surviving corporation will honor the terms of all Xerium benefit plans, as in effect at the Effective Time, subject to the right of the surviving corporation to amend, modify or terminate such plans in accordance with their terms, and the Transactions will constitute a “change of control,” “change in control” or similar event, as applicable, under the terms of all relevant benefit plans. If Andritz so requests at least five business days prior to the Effective Time, Xerium and its subsidiaries will use commercially reasonable efforts to terminate any Xerium 401(k) plan immediately prior to the Effective Time.

Efforts to Consummate the Merger

Xerium, Andritz and Merger Subsidiary will each use their reasonable best efforts to (i) consummate and make effective the Transactions as promptly as reasonably practicable, (ii) obtain from any governmental authority any consents, licenses, permits, and so forth advisable or required to be obtained by such party, (iii) to avoid any proceeding by any governmental authority in connection with the authorization, execution and delivery of the Merger Agreement and consummation of the transactions contemplated thereby, (iv) defend any lawsuits or other proceedings challenging the Merger Agreement or the consummation of the transactions contemplated thereby, including seeking to have any stay, temporary restraining order or injunction vacated, lifted, overturned or reversed, (v) make all necessary filings under the HSR Act by July 16, 2018 and make all necessary notifications and filings required by or advisable under the antitrust laws of other jurisdictions by July 30, 2018, and thereafter supply as promptly as reasonably practicable any additional information requested pursuant to any law and (vi) make any other required or advisable registrations, declarations, submissions and filings in connection with the Merger Agreement as promptly as reasonably practicable. Andritz and Merger Subsidiary are entitled to control and lead all communications and strategy relating to any litigation or to obtaining the approvals, consents, waivers, and other confirmations described above, provided that Andritz will consult in

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advance with Xerium and take Xerium’s views into account in good faith prior to taking any material action related to the foregoing.

Xerium, Andritz and Merger Subsidiary further agree to (i) give the other parties prompt notice of any request or proceeding by or before any governmental authority with respect to the Transactions, (ii) keep the other parties informed as to the status of any such request or proceeding, (iii) to the extent practicable, give the other parties notice and an opportunity to participate in any communication made to the Antitrust Authorities (as defined in the Merger Agreement) and (iv) promptly notify the other parties of the substance of any communication from any Antitrust Authorities. Subject to applicable law, Andritz and Xerium have the right to review in advance and, to the extent practicable, consult with each other and consider in good faith the views of the other all information relating to the other party that appears in any filing with a governmental authority. In addition, except as prohibited by law, each party will permit authorized representatives of the other party to be present at each meeting or conference and be consulted in connection with any document submitted to a governmental authority in connection with the matters described in this paragraph.

If any objections are asserted with respect to the Transactions under any applicable antitrust laws, or if any lawsuit or other legal proceeding is instituted or threatened challenging the Transactions for antitrust reasons, each of Andritz and Xerium will, and will cause their respective subsidiaries to, use their respective reasonable best efforts to (i) resolve any such objections and (ii) contest and resist any such action or proceeding, and have any decree, judgment, injunction or other order prohibiting the Transactions vacated, lifted, reversed or overturned, including by taking action to hold separate or effect the sale, divestiture or disposition of assets, businesses, services, products or product lines of Andritz or its subsidiaries and/or Xerium or its subsidiaries, or agreeing to behavioral limitations, conduct restrictions or commitments with respect to the foregoing. However, the parties are not required to take any action described in the prior sentence that, individually or in the aggregate, would result in the sale, divestiture, transfer or disposition of, or any other behavioral limitation, conduct restriction or commitment with respect to, any assets that in the aggregate generated revenue in excess of $75 million in calendar year 2017.

Indemnification of Directors and Officers; Insurance

For a period of six years from the Effective Time, Andritz has agreed to cause the surviving corporation to indemnify the present and former officers and directors of Xerium for costs, expenses (including reasonable attorneys’ fees) and other losses in connection with any claim, action, suit, investigation or other proceeding arising out of or pertaining to matters existing or acts or omissions occurring at or prior to the Effective Time, regardless of when asserted, to the fullest extent permitted by Delaware law and Xerium’s certificate of incorporation and by-laws as in effect on June 24, 2018. Andritz is also required to cause the surviving corporation to maintain in effect, for a period of six years from the Effective Date, provisions in Xerium’s certificate of incorporation and by-laws regarding elimination of liability, indemnification and expense advancement that are no less advantageous to the intended beneficiaries than the corresponding provisions in effect on June 24, 2018.

Prior to the Effective Time, Xerium is required to or, if Xerium is unable to, Andritz will cause the surviving corporation as of or after the Effective Time to, purchase a six-year prepaid “tail” policy, from an insurance carrier with the same or better credit rating as Xerium’s current directors’ and officer’s and fiduciary liability insurance carrier and with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Xerium’s existing directors’ and officers’ and fiduciary liability insurance, with respect to matters arising on or before the Effective Time. Xerium will give Andritz a reasonable opportunity to participate in the selection of such policy and Xerium shall give reasonable and good faith consideration to any comments made by Andritz. If Xerium or the surviving corporation for any reason fail to obtain such “tail” insurance policy as of the Effective Time, Andritz is required to, for a period of six years from the Effective Time, cause the surviving corporation to maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance or policies with a carrier with the same or better

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credit rating as Xerium’s current insurance carrier and with terms, conditions, retentions and limits of liability no less favorable than Xerium’s current policies; provided that Andritz will not be required to pay annual premiums in excess of 300% of the amount paid by Xerium in its last full fiscal year, but in such case shall purchase as much coverage as reasonably practicable for such amount.

Miscellaneous Covenants

The Merger Agreement contains additional agreements among Xerium, Andritz and Merger Subsidiary relating to, among other matters: