Ahlstrom Corporation STOCK EXCHANGE RELEASE 08.03.2010 at 09.15
Notice is given to the shareholders of Ahlstrom Corporation to the Annual General Meeting to be held on Wednesday, March 31, 2010 at 1:00 p.m. at the Finlandia Hall, Mannerheimintie 13 e, Helsinki, Finland (entrance M1 from Mannerheimintie and K1 from the car park). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.00 a.m. Registration for the meeting is requested to be made no later than 12:45 p.m.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Report of Operations and the Auditor's Report for the year 2009
- Review by the President & CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of EUR 0.55 per share be paid. The dividend will be paid to shareholders registered on the record date, April 7, 2010, in the Register of Shareholders of the Company held by Euroclear Finland Ltd. The Board proposes that the dividend be paid on April 14, 2010.
9. Authorization to donate funds to Finnish universities and for the public good
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors, at its own discretion, to support Finnish universities with an amount not exceeding EUR 500,000. In addition, the Board of Directors proposes that EUR 35,000 be reserved to be used for the public good at the discretion of the Board of Directors.
10. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability
11. Resolution on the remuneration of the members of the Board of Directors
Upon the recommendation of the Compensation and Nomination Committee, the Board of Directors proposes that a yearly remuneration of EUR 72,000 be paid to the Chairman and EUR 36,000 to the other Board members. In addition, the proposed 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 proposed remuneration for attendance at committee meetings is EUR 1,200 per meeting. Travel expenses are reimbursed in accordance with the Company's travel policy.
12. Resolution on the number of members of the Board of Directors
Upon the recommendation of the Compensation and Nomination Committee, the Board of Directors proposes that the number of Board members be six.
13. Election of members of the Board of Directors
Upon the recommendation of the Compensation and Nomination Committee, the Board of Directors proposes that Thomas Ahlström, Sebastian Bondestam, Anders Moberg, Bertel Paulig and Peter Seligson be re-elected. The current members Jan Inborr and Martin Nüchtern have informed that after several years on the Board of Directors of Ahlstrom Corporation they are no longer available for re-election. Therefore it is proposed that Lori J. Cross, born in 1960, be elected as a new member of the Board. Since 1983, Lori J. Cross has held international executive and consulting positions among others at Instrumentarium Group and VIASYS Healthcare Group. Currently, she is President of MindSpan Consulting, LLC.
The Board members are elected for the period ending at the close of the next Annual General Meeting. All the nominees are considered independent of the Company and the significant shareholders of the Company and they have given their consent to the election. CVs of the proposed Board members are available on the website of the Company (www.ahlstrom.com).
14. Resolution on the remuneration of the Auditor
Upon the recommendation of the Audit Committee, the Board of Directors proposes that the auditor's remuneration be paid according to invoicing.
15. Election of Auditor
Upon the recommendation of the Audit Committee, the Board of Directors proposes that PricewaterhouseCoopers Oy be re-elected as Ahlstrom's auditor. PricewaterhouseCoopers Oy has designated Authorized Public Accountant Eero Suomela as auditor in charge.
16. Authorizations to repurchase and distribute the Company's own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve to repurchase and to distribute the Company's own shares on the following conditions:
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.
17. Amendment to the Articles of Association
In order to simplify the Company's Articles of Association and to make them compliant with the provisions of the current Companies' Act, the Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association 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."
18. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors relating to the agenda of the Annual General Meeting as well as this notice are available on the Company's website at www.ahlstrom.com/agm. The Annual Report of Ahlstrom Corporation, including the Financial Statements, the Report of Operations and the Auditor's Report, is available on the above-mentioned website as from March 10, 2010, at the latest. The proposals of the Board of Directors and the Financial Statements are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from April 14, 2010, at the latest.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on March 19, 2010 in the shareholders' register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the Company.
A shareholder, who wishes to participate in the Annual General Meeting, shall register for the meeting by giving prior notice of participation no later than March 26, 2010 by 4:00 p.m. by which time the registration needs to arrive in the Company. Such notice can be given:
- on the Company's website (www.ahlstrom.com/agm),
- by email to firstname.lastname@example.org,
- by mail to Ahlstrom Corporation, AGM, P.O.B. 329, 00101 Helsinki, Finland,
- by telefax to +358 (0)10 888 4789, or
- by phone during office hours to +358 (0)10 888 4726 (Armi Jaakkola)
In connection with the registration, a shareholder shall state his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of such proxy representative. The personal data given to Ahlstrom Corporation is used only in connection with the Annual General Meeting and with the processing of related registrations.
Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting also by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
Possible proxy documents should be delivered to the address above before the last date of registration. A template for a proxy is available at the Company's website mentioned above.
3. Holders of nominee registered shares
If a holder of nominee registered shares is entitled to be registered in the shareholders' register on the record date March 19, 2010, the shareholder may in accordance with the instructions from his/her custodian bank request to be temporarily entered into the shareholders' register of the Company in order to participate in the Annual General Meeting, at the latest on March 26, 2010 at 10.00 a.m. A holder of nominee registered shares is considered to have registered for the Annual General Meeting if he/she has been temporarily recorded in the shareholders' register as described above. A holder of nominee registered shares is advised to request necessary instructions regarding the registration to be temporarily entered into the shareholders' register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank well in advance. Further information on these matters can also be found on the Company's website mentioned above.
4. Other instructions and information
On the date of this notice to the Annual General Meeting, February 3, 2010, the total number of shares in Ahlstrom Corporation amounts to 46,670,608 and said shares have 46,670,608 votes in total.
After the meeting coffee will be served in the lobby of the Finlandia Hall.
Helsinki, February 3, 2010
The Board of Directors
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.