Ahlstrom Corporation STOCK EXCHANGE RELEASE March 26, 2015 at 17.15
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 26, 2015.
Resolution on the distribution of profits
The AGM resolved to distribute a dividend of EUR 0.30 per share for the fiscal year that ended on December 31, 2014 from the retained earnings in accordance with the proposal of the Board of Directors. The dividend record date is March 30, 2015 and the pay date April 8, 2015. In addition, the AGM resolved to reserve a maximum of EUR 60,000 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, 2014.
Election and remuneration of the Board of Directors
The AGM confirmed the number of Board members to be seven. Lori J. Cross, Anders Moberg, Markus Rauramo and Panu Routila were re-elected as members of the Board of Directors. Alexander Ehrnrooth (b. 1974), Johannes Gullichsen (b. 1964) and Jan Inborr (b. 1948), 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 potential 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 Panu Routila as Chairman and Jan Inborr as Vice Chairman of the Board.
The Board of Directors appointed two permanent committees, the Audit Committee and the Human Resources Committee. The members of the Audit Committee are Markus Rauramo (Chairman), Alexander Ehrnrooth, Johannes Gullichsen and Panu Routila. The members of the Human Resources Committee are Jan Inborr (Chairman), Lori J. Cross and Anders Moberg.
Helsinki, March 26, 2015
Board of Directors
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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 2014, Ahlstrom's net sales amounted to EUR 1 billion. Our 3,400 employees serve customers in 22 countries. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki. More information available at www.ahlstrom.com.