Ahlstrom Corporation STOCK EXCHANGE RELEASE April 4, 2012 at 15.45
Ahlstrom Corporation's Annual General Meeting of Shareholders (AGM) was held today April 4, 2012.
Resolution on the distribution of profits
The AGM resolved to distribute a dividend totaling EUR 1.30 per share for the fiscal year that ended on December 31, 2011 from the retained earnings in accordance with the proposal of the Board of Directors: a dividend of EUR 0.87 per share and an extra dividend of EUR 0.43 per share based on cash generated from the divestiture of the Home and Personal Business Area. The dividend record date is April 11, 2012 and the pay date April 18, 2012. In addition, the AGM resolved to reserve EUR 100,000 to be used for donations 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, 2011.
Election and remuneration of the Board of Directors
The AGM confirmed the number of Board members to be seven. Sebastian Bondestam, Lori J. Cross, Esa Ikäheimonen, Pertti Korhonen, Anders Moberg and Peter Seligson were re-elected as members of the Board of Directors. Nathalie Ahlström, born 1974, was elected as a new member. 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 84,000 per year
Vice Chairman EUR 63,000 per year
Members EUR 42,000 per year
In addition, the 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 remuneration for attendance at committee meetings is EUR 1,500 per meeting. Travel expenses are reimbursed in accordance with the Company's travel policy.
Election and remuneration 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 the Responsible Auditor. The auditor's remuneration will be paid according to invoicing.
Authorizations to repurchase and distribute the Company's own shares as well as to accept them as pledge
The AGM authorized the Board of Directors to repurchase and distribute the Company's own shares as well as to accept them as pledge as proposed by the Board of Directors. 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.
Decisions taken by the Board of Directors
After the AGM, the organization meeting of the Board of Directors elected Peter Seligson as Chairman and Pertti Korhonen as Vice Chairman of the Board.
The Board of Directors appointed three permanent committees. The members of the Audit Committee are Esa Ikäheimonen (Chairman), Sebastian Bondestam and Lori J. Cross. The members of the Compensation Committee are Peter Seligson (Chairman), Pertti Korhonen and Anders Moberg. Five persons were appointed as members of the Nomination Committee: Peter Seligson (Chairman), Pertti Korhonen and Anders Moberg as well as the non-board members Carl Ahlström and Risto Murto. The composition of the Nomination Committee aims at increasing shareholder influence in nomination matters.
For more information, please contact:
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Ahlstrom in brief
Ahlstrom is a high performance materials company, partnering with leading businesses around the world to help them stay ahead. Our products are used in a large variety of everyday applications, such as filters, wallcovers, flooring, labels and food packaging. We have a leading market position in the businesses in which we operate. Our 5,200 employees serve customers in 28 countries on six continents. In 2011, Ahlstrom's net sales amounted to EUR 1.6 billion. The company's share is quoted on the NASDAQ OMX Helsinki. More information is available at www.ahlstrom.com.