Ahlstrom Corporation STOCK EXCHANGE RELEASE January 29, 2016 at 08.40
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, April 5, 2016 at 1:00 p.m. in the Helsinki Hall of the Finlandia Hall, Mannerheimintie 13 e, Helsinki, Finland (entrance M3 from Mannerheimintie and K3 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 noon. 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 2015
- 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, 2015 amount to EUR 415,834,745.25.
Upon the recommendation of the Audit Committee, the Board of Directors proposes that a dividend of EUR 0.31 per share be paid. The dividend will be paid to shareholders registered on the record date, April 7, 2016, in the Register of Shareholders of the Company held by Euroclear Finland Ltd. The Board proposes that the dividend be paid on April 14, 2016.
Upon the recommendation of the Audit Committee, the Board of Directors further proposes that a maximum of EUR 60,000 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
- 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. The remunerations are 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 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 and the Shareholders' Nomination Board, the proposed remuneration for attendance at committee and the Shareholders' 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 seven. The Board members are elected for the period ending at the close of the next Annual General Meeting.
- Election of members of the Board of Directors
The Shareholders' Nomination Board proposes that Alexander Ehrnrooth (b. 1974), Johannes Gullichsen (b. 1974) and Jan Inborr (b. 1948) be re-elected. Anders Moberg, Board member since 2009, Lori J. Cross, Board member since 2010, Markus Rauramo, Board member since 2014 and Panu Routila, Board member since 2014, have informed that they are no longer available for re-election. Therefore, it is proposed that Jan Johansson (b. 1954, Swedish citizen), Harri-Pekka Kaukonen (b. 1963), Hans Sohlström (b. 1965, Finnish citizen) and Riitta Viitala (b. 1959, Finnish citizen) be elected as new members of the Board.
Jan Johansson, Master of Laws, is Board Member of Vinda International Holdings Ltd. He has been the President & CEO of Svenska Cellulosa Aktiebolaget SCA (publ.) in 2007-2015, and the President & CEO of Boliden AB in 2001-2007. Prior to this Johansson has held several executive positions at Swedish and international corporations.
Harri-Pekka Kaukonen, Ph.D., Computational material physics, M.Sc. (Eng., Technical Physics), has been the President and CEO of Sanoma Corporation in 2011-2015. During 2003-2011 he held various executive positions at Oy Karl Fazer Ab and was a partner at McKinsey & Company in 1999-2003.
Hans Sohlström, M.Sc. (Tech.), M.Sc. (Econ.), has been the President and CEO of Rettig Group since 2012. Prior to this he has held various executive and managerial positions at UPM-Kymmene Corporation during 1990-2012. On February 1, 2016, Sohlström will assume the position of President and CEO of Ahlström Capital Oy.
Riitta Viitala, PhD. (Econ), M.Sc. (Econ), is a professor of management studies at the University of Vaasa. Prior to this she has worked as a training manager at Chydenius Institute of the University of Jyväskylä, held education and development positions at the Central Ostrobothnia and Helia Universities of Applied Science, and was a personnel development manager at Finnish Postal Service and an administration manager at Tapio Laakso Oy. Viitala is a Board member of Ilkka-Yhtymä Oyj and I-Mediat Oy.
All the nominees are considered independent of the Company and of the significant shareholders of the Company, except for Hans Sohlström who is not independent of the Company's significant indirect shareholder Ahlström Capital Oy, where he is appointed President and CEO; and Alexander Ehrnrooth, who is not independent of the Company's significant shareholder Vimpu Intressenter Ab, where he is the President and CEO and member of the board.
The nominees have given their consent to the election. Also, the nominees have brought to the attention of the Shareholders' Nomination Board that if they become elected, they will select Hans Sohlström as Chairman and Jan Inborr as Vice Chairman of the Board. CVs of the proposed Board members are available on the website of the Company (www.ahlstrom.com).
- Amendment of the Charter of the Shareholders' Nomination Board
The Shareholders' Nomination Board proposes that the Annual General Meeting resolves to amend the Charter of the Shareholders' Nomination Board mainly to reflect the reform of the Finnish Corporate Governance Code.
According to the proposal, the Charter of the Shareholders' Nomination Board shall be amended by adding (i) a right of holders of nominee registered shares to request their holdings to be taken into account when determining the right to nominate a member to the Shareholders' Nomination Board, (ii) a new duty of the Shareholders' Nomination Board to include a recommendation on who of the proposed members of the Board of Directors shall be elected Chairman of the Board of Directors, (iii) a new duty of the Shareholders' Nomination Board to establish principles concerning the diversity of the Board of Directors, and (iv) a right of the Shareholders' Nomination Board to receive information on factors affecting the evaluation of the independence of the members of the Board of Directors, as well as by making certain other technical amendments.
- 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 Markku Katajisto 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 Helsinki Ltd 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 February 26, 2016, at the latest. The proposals of the Board of Directors and the Shareholders' 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 19, 2016.
C. Instructions for the participants in the Annual General Meeting
- The right to participate and registration
Each shareholder, who is registered on March 22, 2016 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 31, 2016 at 4:00 p.m., at the latest. Such notice can be given:
- on the Company's website www.ahlstrom.com/agm,
- by email to firstname.lastname@example.org,
- by mail to Ahlstrom Corporation, AGM, P.O.B. 329, 00100 Helsinki, Finland,
- by telefax to +358 (0)10 888 5813, or
- by phone during office hours to +358 (0)10 888 4726
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.
- Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, on March 22, 2016, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by March 31, 2016 by 10:00 am. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders' register of the company at the latest by the time stated above. Further information on these matters can also be found on the Company's website mentioned above.
- 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.
- Other instructions and information
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.
On the date of this notice to the Annual General Meeting, January 29, 2016, 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 29, 2016
The Board of Directors
For more information, please contact:
Financial Communications & Investor Relations Manager
Tel. +358 10 888 4731
Ahlstrom in brief
Ahlstrom provides innovative fiber-based materials with a function in everyday life. We are committed to growing and creating stakeholder value by proving the best performing sustainable fiber-based materials. Our products are used in everyday applications such as filters, medical fabrics, life science and diagnostics, wallcoverings, tapes, and food and beverage packaging. In 2015, Ahlstrom's net sales amounted to EUR 1.1 billion. Our 3,300 employees serve customers in 22 countries. Ahlstrom's share is quoted on the Nasdaq Helsinki. More information available at www.ahlstrom.com.