Proposals of the Board of Directors of Ahlstrom Corporation to the Annual General Meeting convening on March 31, 2010
Ahlstrom Corporation STOCK EXCHANGE RELEASE 3.2.2010 at 12.20
The Board of Directors of Ahlstrom Corporation has decided to convene the Annual General Meeting on Wednesday, March 31, 2010 at 1:00 p.m. Finnish time. Notice to the meeting will be published later. The Board of Directors will submit the following proposals to the Annual General Meeting:
Distribution of profits
The distributable funds in the balance sheet of Ahlstrom Corporation as per December 31, 2009 amount to EUR 652,268,818.91.
The Board of Directors proposes to the Annual General Meeting that, for the fiscal year that ended on December 31, 2009, a dividend of EUR 0.55 per share be paid from the retained earnings. As per February 3, 2010, the number of shares of the Company amounts to 46,670,608 based on which the maximum amount to be distributed as dividend would be EUR 25,668,834.40.
The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd on the record date, April 7, 2010. The Board proposes that the dividend be paid on April 14, 2010.
Composition of the Board of Directors and Board remuneration
Upon the recommendation of the Board's Compensation and Nomination Committee, the Board of Directors proposes that the number of Board members be six. The Board members are elected for the period ending at the close of the next Annual General Meeting.
In addition, it is proposed that Thomas Ahlström, Sebastian Bondestam, Anders Moberg, Bertel Paulig and Peter Seligson be re-elected. The current members Jan Inborr and Martin Nüchtern have informed that after several years on the Board of Directors of Ahlstrom Corporation they are no longer available for re-election. Therefore it is proposed that Lori J. Cross, born in 1960, be elected as a new member of the Board.
Summary of the CV of Lori J. Cross
- 1986 Executive MBA
- 1983 Master of Science, Biomedical Systems Engineering
- 2007 - Present, MindSpan Consulting, LLC (President)
- 2003 - 2007 VIASYS Healthcare
· VIASYS Healthcare, Inc. (Executive Vice President)
· VIASYS Neurocare (Group President)
- 1989 - 2003 Instrumentarium
· 1998 - 2003 Datex-Ohmeda (Group President, ADVENT Business Group)
· 1997 - 1998 Datex-Engstrom (General Manager, Global Solutions Business)
· 1989 - 1997 Datex Medical Instrumentation, Inc. (Vice President, Product Development and Marketing)
- 1987 - 1989 Smith & Nephew Richards Dyonics Division (Senior Product Manager)
Board and other Professional Memberships:
- Mortensen, Matzelle and Meldrum Insurance, Inc.
- Electrosonic Group Oy Ab
- NeuroMatrix, LLC,
- Center for Advanced Studies in Business (University of Wisconsin)
- Anesthesia Patient Safety Foundation (past membership)
- Adjunct Professor at University of Wisconsin
All the nominees are considered independent of the Company and the significant shareholders of the Company and they have given their consent to the election. CVs of the proposed Board members are available on the website of the Company (www.ahlstrom.com).
Upon the recommendation of the Compensation and Nomination Committee, the Board of Directors proposes that the remuneration of the Board members be as follows:
Chairman EUR 72,000 per year
Members EUR 36,000 per year
In addition, the proposed remuneration for attendance at Board meetings is EUR 1,200 per meeting for Board members residing outside Finland. As regards the permanent Board committees, the proposed remuneration for attendance at committee meetings is EUR 1,200 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 be re-elected as Ahlstrom's auditor and that the auditor's remuneration be paid according to invoicing. PricewaterhouseCoopers Oy has designated Authorized Public Accountant Eero Suomela as auditor in charge.
Authorizations to repurchase and distribute the Company's own shares
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 on the following conditions:
The number of shares to be repurchased by virtue of the authorization shall not exceed 4,500,000 shares in the Company, yet always taking into account the limitations set forth in the Companies' Act. 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 other terms and conditions for the repurchase 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 4,500,000 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 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 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 authorizations for the Board of Directors to repurchase the Company's own shares and to distribute them 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.
Amendment to the Articles of Association
In order to simplify the Company's Articles of Association and to make it compliant with the provisions of the current Companies' Act, the Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association as follows:
- the current Article 3 be amended to read as follows:
"3 § The shares of the Company belong to the book-entry securities system."
- the current Article 9 be amended to read as follows:
"9 § General Meetings shall be convened by a notice published on the Company's website not earlier than three (3) months and not later than three (3) weeks prior to the meeting. The convocation shall, however, never be made later than nine (9) days before the record date of the General Meeting. In addition to publishing the notice on the Company's website, the Board of Directors may decide to publish it, in whole or in part, through such other means of communication as it deems appropriate.
In order to attend a General Meeting, shareholders must notify the Company by the date stated in the notice of the meeting, which date may be no earlier than ten (10) days prior to the meeting."
Authorization to donate funds to Finnish universities and for the public good
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors, at its own discretion, to support Finnish universities with an amount not exceeding EUR 500,000. In addition, the Board of Directors proposes that EUR 35,000 be reserved to be used for the public good at the discretion of the Board of Directors.
The Board of Directors
For further information, please contact:
Gustav Adlercreutz, Senior Vice President, Legal Affairs, General Counsel, tel. +358 (0)10 888 4727
NASDAQ OMX Helsinki
Ahlstrom in brief
Ahlstrom is a global leader in the development, manufacture and marketing of high performance nonwovens and specialty papers. Ahlstrom´s products are used in a large variety of everyday applications, 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 5,800 employees serve customers via sales offices and production facilities in more than 20 countries on six continents. In 2009, Ahlstrom's net sales amounted to EUR 1.6 billion. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki. The company website is at www.ahlstrom.com.