Notice of Ahlstrom Corporation's Annual General Meeting
Ahlstrom Corporation STOCK EXCHANGE RELEASE 7.3.2007
Notice is given to the shareholders of Ahlstrom Corporation (the "Company") of the Annual General Meeting to be held on Friday, March 30, 2007 at 1:00 p.m. at the Finlandia Hall, Mannerheimintie 13 e, Helsinki, Finland (entrance M1 from Mannerheimintie and K1 from the car park). In addition to an advance registration, shareholders must register at the meeting venue as from 12:00 a.m. Registration for the meeting is requested to be made no later than 12:45 p.m.
The following matters are on the agenda of the Annual General Meeting:
1)The matters specified in Article 12 of the Articles of Association.
The proposal by the Board of Directors for the distribution of profits:
- A dividend of EUR 1.00 per share will be paid for the fiscal year that ended on December 31, 2006. The dividend will be paid to shareholders registered in the Register of Shareholders held by Finnish Central Securities Depository Ltd on the record date, April 4, 2007. The Board of Directors proposes that the dividend be paid by the Company on April 13, 2007.
- EUR 70,000 be reserved to be used for the public good at the discretion of the Board of Directors.
2) The proposal by the Board of Directors that the Annual General Meeting authorizes the Board of Directors to resolve to repurchase a maximum of 4,500,000 own shares in the Company taking into account the limitations set forth in the Companies' Act. The maximum number of shares to be repurchased corresponds to less than 10 % of all issued Company shares. The authorization is proposed to be 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. The shares may be repurchased only through public trading at the prevailing market price by using unrestricted shareholders' equity.
3) The proposal by the Board of Directors that the Annual General Meeting authorizes the Board of Directors to resolve to distribute a maximum of 4,500,000 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 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 as compensation 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 is proposed to be 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.
4) The proposal by the Board of Directors to amend the Articles of Association as follows:
- the current Article 3 to be deleted and the numbering to be changed accordingly.
- the current Article 7 to be amended to read as follows:
"The Company is represented by the Board of Directors or the President. In addition, the Board of Directors may grant to a designated person a procuration right or a right to represent the Company either alone or two jointly."
- the current Article 12 to be amended to read as follows:
"The Annual General Meeting shall be held each year at a date set by the Board of Directors within six months from the end of the fiscal period.
The Annual General Meeting shall
1) the adoption of the annual accounts of the Company and consolidated annual accounts,
2) the use of the profit shown in the balance sheet,
3) the discharge from liability of the members of the Board of Directors and the President and the deputy for the President, if any,
4) the remuneration payable to the members of the Board of Directors and to the auditor,
5) the number of members of the Board of Directors, and
6) the election of the members of the Board of Directors and the auditor;
7) any other business mentioned in the notice of the meeting."
- the current Article 13 (a shareholder's obligation to redeem Company shares) to be deleted.
The Company will in a separate stock exchange release publish the proposal by the Nomination Committee regarding the members of the Board of Directors and their compensation.
As from March 23, 2007, the proposals of the Board of Directors and the copies of the annual accounts, the consolidated annual accounts, the report by the Board of Directors and the auditor's report are on display for the shareholders at the Company's Head Office at Eteläesplanadi 14, 00130 Helsinki. As from said date the documents are also available at the Company's website at www.ahlstrom.com/agm. Copies of the documents will be sent to a shareholder upon request and they are also available at the Annual General Meeting.
In order to attend the Annual General Meeting, a shareholder must be registered in the Company's Register of Shareholders, held by the Finnish Central Securities Depository Ltd, on March 20, 2007. In order to enable participation at the Annual General Meeting, nominee registered shareholders shall contact their relevant account operator so that a temporary registration per March 20, 2007 can be made in the Company's Register of Shareholders.
A shareholder must give prior notice to attend the Annual General Meeting to the Company by 4:00 p.m. on March 23, 2007 either
- through the Company's website at www.ahlstrom.com/agm,
- by email to email@example.com,
- by mail to Ahlstrom Corporation, AGM, P.O.B. 329, 00101 Helsinki, Finland,
- by telefax to +358 (0)10 888 4789, or
- by phone during office hours to +358 (0)10 888 4726 (Armi Jaakkola) or +358 (0)10 888 4746 (Merja Tuovinen)
The notice should arrive at the Company by 4:00 p.m. on March 23, 2007.
Should a shareholder wish to be represented by proxy, an advance notice thereof shall be made together with the notice to attend. The proxy should be delivered to the address above by 4:00 p.m. on March 23, 2007. A template for a proxy is available at the Company's website mentioned above.
Helsinki, February 1, 2007
The Board of Directors