Proposals of the Board of Directors of Ahlstrom Corporation to the Annual General Meeting convening on April 2, 2008
Ahlstrom Corporation STOCK EXCHANGE RELEASE 01.02.2008
Ahlstrom Corporation announced today that the Board of Directors has decided to convene the Annual General Meeting of the Shareholders on Wednesday, April 2, 2008 at 1:00 p.m. Notice to the meeting will be published later. The matters specified in Article 11 of the Articles of Association and the following proposals by the Board of Directors are on the agenda of the Annual General Meeting:
Distribution of profits
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1,00 per share be paid for the fiscal year that ended on December 31, 2007. According to the proposal of the Board of Directors, the dividend record date will be April 7, 2008 and the pay date April 14, 2008. In addition, the Board of Directors proposes that EUR 70,000 be reserved to be used for the public good at the discretion of the Board of Directors.
Composition of the Board of Directors and Board remuneration
The Compensation and Nomination Committee of the Board of Directors proposes that the number of Board members remains unchanged at seven.
The Committee proposes that Thomas Ahlström, Sebastian Bondestam, Jan Inborr, Bertel Paulig, Peter Seligson and Willem F. Zetteler be re-elected for the period ending at the close of the next Annual General Meeting.
The current member Urban Jansson has informed the Committee that after 8 years on the Board of Directors he is no longer available for re-election. Therefore, the Committee proposes that Martin Nüchtern be elected as a new member of the Board.
Summary of Martin Nüchtern's CV
- Fulbright Scholarship - University of Notre Dame, Indiana
Master of Science in Administration (1978)
- University of Economics and Business Administration, Vienna
Doctor's Degree in Business Administration (1977)
Master of Business Administration (1975)
- April 2007-, Senior Advisor, N M Rothschild & Sons, London
- 2004-2005, President Special Assignment, Procter&Gamble, London
- 1999-2004, President Global Haircare, Procter&Gamble, London
- 1995-1999, President AAI (ASEAN/Australasia/India), Procter & Gamble Far East, Singapore
- 1983-1995 several managerial positions at Procter&Gamble
All the nominees are considered independent of the Company and significant shareholders of the Company.
Additionally, the Compensation and Nomination Committee proposes that the remuneration of the Board members remains unchanged, i.e. as follows:
Chairman EUR 5,400 per month
Members EUR 2,700 per month
In addition, the proposed remuneration for attendance at the meetings of the permanent Board committees is EUR 1,150 per meeting. Travel expenses are reimbursed in accordance with the Company's travel policy.
Auditor and Auditor's remuneration
Upon the recommendation of the Audit Committee, the Board of Directors proposes that PricewaterhouseCoopers Oy (PWC) be elected as Ahlstrom's auditor. PricewaterhouseCoopers Oy has designated Authorized Public Accountant Eero Suomela as auditor in charge.
The Audit Committee proposes that the auditor's remuneration be paid according to invoicing.
Authorization to repurchase the Company's own shares
The Board of Directors proposes 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 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.
Authorization to distribute the Company's own shares
The Board of Directors proposes 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 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 is 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.
For further information, please contact:
Gustav Adlercreutz, Senior Vice President, Administration, and General Counsel, Ahlstrom Corporation, tel. +358 (0)10 888 4727
OMX Nordic Exchange Helsinki
OMX Nordic Exchange Helsinki
Ahlstrom in brief
Ahlstrom is a global leader in the development, manufacture and marketing of high performance fiber-based materials. Nonwovens and specialty papers, made by Ahlstrom, are used in a large variety of everyday products, such as filters, wipes, flooring, labels, and tapes. Based upon its unique fiber expertise and innovative approach, the company has a strong market position in several business areas in which it operates. Ahlstrom's 6,500 employees serve customers via sales offices and production facilities in more than 20 countries on six continents. In 2007, Ahlstrom's net sales amounted to EUR 1.8 billion. Ahlstrom's share is listed on the OMX Nordic Exchange Helsinki. The company website is www.ahlstrom.com.