Proposals of the Board of Directors of Ahlstrom Corporation to the Annual General Meeting convening on March 30, 2011

Proposals of the Board of Directors of Ahlstrom Corporation to the Annual General Meeting convening on March 30, 2011

Ahlstrom Corporation STOCK EXCHANGE RELEASE 1.2.2011 at 12.25

 

Distribution of profits

The distributable funds in the balance sheet of Ahlstrom Corporation as per December 31, 2010 amount to EUR 650,191,838.64.  

Upon the Recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that, for the fiscal year that ended on December 31, 2010, a dividend of EUR 0.88 per share be paid from the retained earnings. As per February 1, 2011, the number of shares of the Company amounts to 46,670,608 based on which the maximum amount to be distributed as dividend would be EUR 41,070,135.04. However, no dividend will be paid based on shares owned by the Company or its subsidiaries on the record date.

The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd on the record date, April 4, 2011. The Board proposes that the dividend be paid on April 11, 2011.

Upon the Recommendation of the Board's Audit Committee, the Board of Directors further proposes that EUR 100,000 be reserved to be used for donations at the discretion of the Board of Directors.

Composition of the Board of Directors and Board remuneration

Upon the recommendation of the Board's Nomination Committee, the Board of Directors proposes that the number of Board members be seven. The Board members are elected for the period ending at the close of the next Annual General Meeting.

In addition, upon the recommendation of the Nomination Committee, the Board of Directors proposes that Thomas Ahlström, Sebastian Bondestam, Lori J. Cross, Anders Moberg and Peter Seligson be re-elected. The current member Bertel Paulig, who has been a member of the Board of Directors of Ahlstrom Corporation since 2005, has informed that he is no longer available for re-election. Therefore, it is proposed that Esa Ikäheimonen, born in 1963, and Pertti Korhonen, born in 1961, be elected as new members of the Board.

Esa Ikäheimonen (LL.M.) has since 1990 held international managerial and executive positions in finance, strategy and commercial areas, first at The Royal Dutch Shell Group and then in 2009 - 2010 as a CFO of Pöyry PLC. Currently, he is the CFO of Seadrill Management AS in Norway.

Pertti Korhonen (MScEng) has since 1987 held international managerial and executive positions relating to research and development, operations, purchasing, logistics and general management. Currently, he is the President & CEO of Outotec Corporation and a Board member of Elisa Corporation, Rautaruukki Corporation and Veho Group Oy Ab.    

All the nominees are considered independent of the Company and the significant shareholders of the Company. Peter Seligson has been a member of the Board of Directors since 2001. Prior to this, from 1999 to 2001, Mr Seligson was a member of the Board of Directors of A. Ahlström Corporation, which as a result of a full demerger was dissolved in 2001. The nominees have given their consent to the election. CVs of the proposed Board members are available on the website of the Company (www.ahlstrom.com). 

Upon the recommendation of the Nomination Committee, the Board of Directors proposes that the remuneration of the Board members be as follows:

Chairman                         EUR 84,000 per year
Vice Chairman                 EUR 63,000 per year
Members                          EUR 42,000 per year

In addition, the proposed remuneration for attendance at Board meetings is EUR 1,500 per meeting for Board members residing outside Finland. As regards the permanent Board committees, the proposed remuneration for attendance at committee meetings is EUR 1,500 per meeting. Travel expenses are reimbursed in accordance with the Company's travel policy.

Auditor and Auditor's remuneration

Upon the recommendation of the Audit Committee, the Board of Directors proposes that PricewaterhouseCoopers Oy be re-elected as Ahlstrom's auditor and that the auditor's remuneration be paid according to invoicing. PricewaterhouseCoopers Oy has designated Authorized Public Accountant Eero Suomela as the Responsible Auditor.

Authorizations to repurchase and distribute the Company's own shares as well as to accept them as pledge

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 as well as to accept them as pledge in one or more instalments on the following conditions:

The number of shares to be repurchased or accepted as pledge by virtue of the authorization shall not exceed 4,000,000 shares in the Company, yet always taking into account the limitations set forth in the Companies' Act as regards the maximum number shares owned by or pledged to the Company or its subsidiaries. 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 all other terms and conditions for the repurchase of the Company's own shares, or their acceptance as pledge 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 4,000,000 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 e.g. 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 authorization also includes the right for the Board of Directors to resolve on the sale of the shares accepted as a pledge. The authorization includes the right for the Board of Directors to resolve upon all other terms and conditions for the distribution of the shares held by the Company.

The authorizations for the Board of Directors to repurchase the Company's own shares, to distribute them as well as to accept them as pledge 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.

Helsinki, February 1, 2011
The Board of Directors

For further information, please contact:
Seppo Parvi
CFO
Tel. +358 10 888 4768

Gustav Adlercreutz
Vice President, Legal Affairs
Tel. +358 10 888 4727

Distribution:
NASDAQ OMX Helsinki
Main media
www.ahlstrom.com

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 5,700 employees serve customers via sales offices and production facilities in more than 20 countries on six continents. In 2010, Ahlstrom's net sales amounted to EUR 1.9 billion. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki. The company website is at www.ahlstrom.com.

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