Ahlstrom Corporation STOCK EXCHANGE RELEASE March 25, 2014 at 16.00
Decisions taken by Ahlstrom Corporation's Annual General Meeting of Shareholders and Board of Directors
Ahlstrom Corporation's Annual General Meeting of Shareholders (AGM) was held today on March 25, 2014.
Resolution on the distribution of profits
The AGM resolved in accordance with the proposal of the Board of Directors that dividend in the aggregate maximum amount of EUR 14,001,182.40 (EUR 0.30 per share) shall be paid as follows:
(i) Dividend payable in Munksjö Oyj's shares.
Each 26 Ahlstrom's shares entitle their holder to receive 1 share in Munksjö Oyj ("Munksjö") as a dividend. Ahlstrom shall distribute to its shareholders as dividend a maximum of 1,795,023 shares of Munksjö.
Fractional entitlements to Munksjö's share resulting from the distribution ratio of the shares shall not be distributed but the amount corresponding to the fractional entitlements shall be compensated for in cash. The amount of the cash payment corresponding to the fractional entitlements will be based on the taxable value of the dividend paid in Munksjö's shares, which will be the volume-weighted average of the prices paid for Munksjö's share during the dividend payment date. The fractional entitlements to Munksjö's share will be combined to complete shares and sold. If the proceeds of the sale do not fully cover the amount of the cash payment, Ahlstrom will pay the balance in cash to shareholders entitled to fractional entitlements. If the proceeds of such sale exceed the amount of the cash payment, Ahlstrom will retain the excess proceeds. In accordance with market practice Ahlstrom shall be liable for the transfer tax payable in connection with the distribution of dividends.
The AGM authorized the Board of Directors to conduct specifications and technical corrections that may be required for the practical execution of the dividend distribution.
(ii) Dividend payable in cash
A dividend of approximately EUR 0.09 per share be paid in cash from the retained earnings. As per January 30, 2014, the number of shares of the Company amounts to 46,670,608 based on which the maximum amount to be distributed as dividend payable in cash would be EUR 4,308,056.13.
The total amount of withholding tax to be withheld by Ahlstrom on the dividend payable in Munksjö's shares and the dividend payable in cash will be withheld from the amount of dividend payable in cash.
(iii) Dividend process
The share of the Company will trade together with the right to dividend until March 25, 2014. The dividend will be paid to each shareholder who is registered in the Company's shareholder register maintained by Euroclear Finland Ltd on the record date of March 28, 2014. No dividend will be paid based on shares owned by the Company or its subsidiaries. The Board proposes that the dividend payable in Munksjö shares shall be paid on April 4, 2014. The cash payment corresponding to the fractional entitlements and the dividend payable in cash shall be paid on or about April 8, 2014.
In addition, the AGM resolved to reserve EUR 70,000 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, 2013.
Amendment of the Articles of Association
The AGM resolved in accordance with the proposal of the Board of Directors to amend the current Article 4 of the Articles of Association to read as follows:
"4 § The Board of Directors of the Company shall comprise a minimum of five (5) and a maximum of nine (9) ordinary members. The Board members shall be elected annually at the Annual General Meeting for a term of office expiring upon the closing of the Annual General Meeting following their election. The Board of Directors shall elect a chairman from among its members and, if it finds it warranted, a deputy chairman.
The Board of Directors may make written resolutions without meeting provided that all the Board members agree on such resolution and confirm that by their signatures."
Election and remuneration of the Board of Directors
The AGM confirmed the number of Board members to be eight. Robin Ahlström, Lori J. Cross, Esa Ikäheimonen, Pertti Korhonen, Daniel Meyer and Anders Moberg and were re-elected as members of the Board of Directors. Markus Rauramo, born in 1968, and Panu Routila, born in 1964, were elected as new members. 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
Chairman of the Audit Committee 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 and the Nomination Board, the remuneration for attendance at committee and the Nomination Board 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 re-elected as Ahlstrom's auditor as recommended by the Audit Committee. PricewaterhouseCoopers Oy has designated Authorized Public Accountant Kaj Wasenius as the Responsible Auditor. The auditor's remuneration will be paid according to invoicing approved by the Company.
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
After the AGM, the organization meeting of the Board of Directors elected Pertti Korhonen as Chairman and Robin Ahlström as Vice Chairman of the Board.
The Board of Directors appointed two permanent committees, the Audit Committee and the Human Resources Committee which replaces the Compensation Committee. The members of the Audit Committee are Esa Ikäheimonen (Chairman), Lori J. Cross, Markus Rauramo and Panu Routila. The members of the Human Resources Committee are Pertti Korhonen (Chairman), Robin Ahlström and Anders Moberg.
The Human Resources Committee is established to assist the Board to ensure that all human capital related topics, such as ethics and values, resourcing strategy, competence and performance management as well as compensation arrangements, support the strategic aims of the business and enable the recruitment, development and retention of key personnel while complying with regulatory and governance requirements and satisfying the expectations of shareholders. The Committee further provides guidance in human capital related corporate responsibility matters.
Helsinki, March 25, 2014
Board of Directors
For more information, please contact:
Vice President, Communications
Tel. +358 10 888 4757
Ahlstrom in brief
Ahlstrom is a high performance fiber-based materials company, partnering with leading businesses around the world to help them stay ahead. We aim to grow with a product offering for clean and healthy environment. Our materials are used in everyday applications such as filters, medical fabrics, life science and diagnostics, wallcoverings and food packaging. In 2013, Ahlstrom's net sales from the continuing operations amounted to EUR 1 billion. Our 3,500 employees serve customers in 24 countries. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki. More information available at www.ahlstrom.com.