Notice of Ahlstrom Corporation's Annual General Meeting
Notice is given to the shareholders of Ahlstrom Corporation to the Annual General Meeting to be held on Tuesday, March 25, 2014 at 1:00 p.m. at the Finlandia Hall, Mannerheimintie 13 e, Helsinki, Finland (entrance M1 from Mannerheimintie and K1 from the Karamzininranta -street). 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:
Opening of the meeting
Calling the meeting to order
Election of persons to scrutinize the minutes and to supervise the counting of votes
Recording the legality of the meeting
Recording the attendance at the meeting and adoption of the list of votes
Presentation of the Financial Statements, the Report of Operations and the Auditor's Report for the year 2013
- Review by the President & CEO
Adoption of the Financial Statements
Resolution on the use of the profit shown on the balance sheet and the payment of dividend as well as on the authorization of the Board of Directors to resolve on donations
The distributable funds in the balance sheet of Ahlstrom Corporation as per December 31, 2013 amount to EUR 501,462,715.72. Upon the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting 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 Board of Directors shall be authorized 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.
The Board of Directors proposes to the Annual General Meeting that EUR 70,000 be reserved to be used for donations at the discretion of the Board of Directors.
Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability
Amendment of the Articles of Association
Following the Shareholders' Nomination Board's proposal to increase the number of Board members, the Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association as follows:
- the current Article 4 be amended 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."
Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the remuneration of the Board members remains unchanged, except that the annual remuneration of the Chairman of the Audit Committee shall be increased to correspond to the remuneration of the Vice Chairman. Accordingly the following yearly remunerations are proposed: EUR 84,000 be paid to the Chairman, EUR 63,000 to the Vice Chairman, EUR 63,000 to the Chairman of the Audit Committee and EUR 42,000 to the other Board members. In addition, the proposed remuneration for attendance at Board meetings remains at EUR 1,500 per meeting for Board members residing outside Finland. As regards the permanent Board committees and the Nomination Board, the proposed 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.
Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes that the number of Board members be eight.
Election of members of the Board of Directors
The Shareholders' Nomination Board proposes that Robin Ahlström, Lori J. Cross, Esa Ikäheimonen, Pertti Korhonen, Daniel Meyer and Anders Moberg be re-elected. Peter Seligson, who has been a member of the Board of Directors of Ahlstrom Corporation since 1999, has informed that he is no longer available for re-election. Therefore it is proposed that Panu Routila, born in 1964, and Markus Rauramo, born in 1968, be elected as new members of the Board.
Markus Rauramo (M.Sc.(Econ.and Pol.Hist.), University of Helsinki) is the Chief Financial Officer and member of the Management Team of Fortum Corporation since 2012. He has worked in several senior positions at Stora Enso Oyj, latest as CFO and member of the Group Executive Team during 2008-2012. He is a member of the Board of Wärtsilä Corporation, Teollisuuden Voima Oyj and Oy Proselectum Ab, and member of the Supervisory Board of Kemijoki Oy.
Panu Routila (M.Sc. (Econ), Turku School of Economics) is the President and CEO of Ahlström Capital Oy. He has previously held various senior executive positions, most recently as CEO of Alteams Oy, part of Kuusakoski Group Ltd, in 2002-2007, and prior to that in Outokumpu Group and Partek Group. He is Chairman of the Board at Vacon Plc, Enics AG and AC Cleantech Management Oy and a board member at ÅR Packaging Group AB and Ripasso Energy AB.
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 of the significant shareholders of the Company, except for Robin Ahlström who is not independent of the Company's significant shareholder Antti Ahlström Perilliset Oy, where he is a board member. Panu Routila who is the President and CEO of Ahlström Capital Oy is considered as independent of the Company and of the significant shareholders of the Company. When Ahlström Capital Oy, as notified by the Company on June 27, 2013, following the execution of the demerger of Antti Ahlström Perilliset Oy, becomes a significant shareholder of the Company, Robin Ahlstrom will be, whereas Panu Routila will not be independent of the Company's significant shareholders.
CVs of the proposed Board members are available on the website of the Company (www.ahlstrom.com).
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 approved invoicing.
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 Kaj Wasenius 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 of 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 also has 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.
Closing of the meeting
B. Documents of the Annual General Meeting
The aforesaid proposals of the Board of Directors and the Shareholders' Nomination Board 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 4, 2014, at the latest. The proposals of the Board of Directors and the Nomination Board as well as 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 8, 2014.
C. Instructions for the participants in the Annual General Meeting
The right to participate and registration
Each shareholder, who is registered on March 13, 2014 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 on March 20, 2014 at 4:00 p.m., at the latest. Such notice can be given:
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.
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.
Holders of nominee registered shares
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.
If a holder of nominee registered shares is entitled to be registered in the shareholders' register on the record date March13, 2014, 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 20, 2014 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. Further information on these matters can also be found on the Company's website mentioned above.
Other instructions and information
On the date of this notice to the Annual General Meeting, January 30, 2014, 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, January 30, 2014
The 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.