Ahlstrom Corporation STOCK EXCHANGE RELEASE 31.3.2010 at 15.15
Ahlstrom Corporation's Annual General Meeting of Shareholders (AGM) was held today, March 31, 2010.
Resolution on the distribution of profits
The AGM resolved to distribute a dividend of EUR 0.55 per share for the fiscal year that ended on December 31, 2009 from the retained earnings in accordance with the proposal of the Board of Directors. The dividend record date is April 7, 2010 and the pay date April 14, 2010. In addition, the AGM resolved to support Finnish universities with an amount not exceeding EUR 500,000 and reserve EUR 35,000 to be used for the public good at the discretion of the Board of Directors.
Approval of the Financial Statements
The AGM approved the financial statements and discharged the members of the Board of Directors and the CEO from liability for the fiscal year January 1 - December 31, 2009.
Remuneration and election of the Board of Directors
The AGM confirmed the number of Board members to be six. Thomas Ahlström, Sebastian Bondestam, Anders Moberg, Bertel Paulig and Peter Seligson were re-elected as members of the Board of Directors. Lori J. Cross, born in 1960, was elected as a new member as proposed by the Compensation and Nomination Committee of the Board. The term of the Board of Directors will expire at the close of the next Annual General Meeting.
It was decided that the remuneration of the Board members be as follows:
Chairman EUR 72,000 per year
Members EUR 36,000 per year
In addition, the remuneration for attendance at Board meetings is EUR 1,200 per meeting for Board members residing outside Finland. As regards the permanent Board committees, the remuneration for attendance at committee meetings is EUR 1,200 per meeting. Travel expenses are reimbursed in accordance with the Company's travel policy.
Remuneration and election of the auditor
PricewaterhouseCoopers Oy was elected as Ahlstrom's auditor as recommended by the Audit Committee. PricewaterhouseCoopers Oy has designated Authorized Public Accountant Eero Suomela as auditor in charge. The auditor's remuneration will be paid according to invoicing.
Authorization to repurchase and distribute the Company's own shares
The AGM authorized the Board of Directors to repurchase and distribute the Company's own shares as proposed by the Board of Directors. The number of shares to be repurchased by virtue of the authorization shall not exceed 4,500,000 shares in the Company, yet always taking into account the limitations set forth in the Companies' Act. The shares may be repurchased only through public trading at the prevailing market price by using unrestricted shareholders' equity. The rules and guidelines of NASDAQ OMX Helsinki Oy and Euroclear Finland Ltd shall be followed in the repurchase.
The authorization includes the right for the Board of Directors to decide upon other terms and conditions for the repurchase including the right to decide on the repurchase of the Company's own shares otherwise than in proportion to the shareholders' holdings in the Company.
By virtue of the authorization, the Board of Directors has the right to resolve to distribute a maximum of 4,500,000 own shares held by the Company. The Board of Directors will be authorized to decide to whom and in which order the own shares will be distributed. The Board of Directors may decide on the distribution of the Company's own shares otherwise than in proportion to the existing pre-emptive right of shareholders to purchase the Company's own shares. The shares may be used as consideration in acquisitions and in other arrangements as well as to implement the Company's share-based incentive plans in the manner and to the extent decided by the Board of Directors. The Board of Directors has also the right to decide on the distribution of the shares in public trading for the purpose of financing possible acquisitions.
The authorizations for the Board of Directors to repurchase the Company's own shares and to distribute them are valid for 18 months from the close of the Annual General Meeting but will, however, expire at the close of the next Annual General Meeting, at the latest.
Amendment to the Articles of Association
The AGM resolved to amend the Articles of Association as proposed by the Board of Directors as follows:
- the current Article 3 be amended to read as follows:
"3 § The shares of the Company belong to the book-entry securities system."
- the current Article 9 be amended to read as follows:
"9 § General Meetings shall be convened by a notice published on the Company's website not earlier than three (3) months and not later than three (3) weeks prior to the meeting. The convocation shall, however, never be made later than nine (9) days before the record date of the General Meeting. In addition to publishing the notice on the Company's website, the Board of Directors may decide to publish it, in whole or in part, through such other means of communication as it deems appropriate.
In order to attend a General Meeting, shareholders must notify the Company by the date stated in the notice of the meeting, which date may be no earlier than ten (10) days prior to the meeting."
Decisions taken by the Board of Directors
After the AGM, the organization meeting of the Board of Directors elected Peter Seligson as Chairman and Bertel Paulig as Vice Chairman of the Board.
The Board of Directors appointed three permanent committees. The members of the Audit Committee are Bertel Paulig (Chairman), Thomas Ahlström and Sebastian Bondestam. The members of the Compensation Committee are Peter Seligson (Chairman), Anders Moberg and Lori J. Cross. Five persons were appointed as members of the Nomination Committee: Peter Seligson (Chairman), Anders Moberg and Bertel Paulig as well as the non-board members Risto Murto and Carl Ahlström. The compostition of the Nomination Committee aims at increasing shareholder influence in nomination matters.
For further information, please contact:
Jan Lång, President & CEO, tel. +358 10 888 4700
Gustav Adlercreutz, Executive Vice President, Legal Affairs, General Counsel,
tel. +358 10 888 4727
NASDAQ OMX Helsinki
Ahlstrom in brief
Ahlstrom is a global leader in the development, manufacture and marketing of high performance nonwovens and specialty papers. Ahlstrom´s products are used in a large variety of everyday applications, such as filters, wipes, flooring, labels, and tapes. Based upon its unique fiber expertise and innovative approach, the company has a strong market position in several business areas in which it operates. Ahlstrom's 5,800 employees serve customers via sales offices and production facilities in more than 20 countries on six continents. In 2009, Ahlstrom's net sales amounted to EUR 1.6 billion. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki. The company website is at www.ahlstrom.com.