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 Wednesday, April 4, 2012 at 1:00 p.m. at the Finlandia Hall, Mannerheimintie 13 e, Helsinki, Finland (entrance M1 from Mannerheimintie and K1 from the car park). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.00 a.m. 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:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Report of Operations and the Auditor's Report for the year 2011
- Review by the President & CEO
7. Adoption of the Financial Statements
8. 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.
Upon the recommendation of the Audit Committee, the Board of Directors proposes that a dividend totaling EUR 1.30 per share be paid: a dividend of EUR 0.87 per share and an extra dividend of EUR 0.43 per share based on cash generated from the divestiture of the Home and Personal Business Area. The dividend will be paid to shareholders registered on the record date, April 11, 2012, in the Register of Shareholders of the Company held by Euroclear Finland Ltd. The Board proposes that the dividend be paid on April 18, 2012.
Upon the recommendation of the Audit Committee, the Board of Directors further proposes that a maximum of EUR 100,000 be reserved to be used for donations at the discretion of the Board of Directors.
9. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
Upon the recommendation of the Nomination Committee, the Board of Directors proposes that the remuneration of the Board members remains unchanged, i.e. as follows: a yearly remuneration of EUR 84,000 be paid to the Chairman, EUR 63,000 to the Vice Chairman and EUR 42,000 to the other Board members. 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, the proposed remuneration for attendance at committee meetings is EUR 1,500 per meeting. Travel expenses are reimbursed in accordance with the Company's travel policy.
11. Resolution on the number of members of the Board of Directors
Upon the recommendation of the Nomination Committee, the Board of Directors proposes that the number of Board members be seven.
12. Election of members of the Board of Directors
Upon the recommendation of the Nomination Committee, the Board of Directors proposes that Sebastian Bondestam, Lori J. Cross, Esa Ikäheimonen, Pertti Korhonen, Anders Moberg and Peter Seligson be re-elected. The current member Thomas Ahlström, who has been a member of the Board of Directors of Ahlstrom Corporation since 2007, has informed that he is no longer available for re-election. Therefore it is proposed that Nathalie Ahlström, born in 1974, be elected as new member of the Board.
Nathalie Ahlstrom (M.Sc.,Tech) has been working at Huhtamäki Oyj in various executive positions in corporate strategy and business development as well as global sourcing since 2005. Previously, she has held several international expert and managerial positions at Pöyry Consulting Oy in the areas of strategy as well as mergers and acquisitions serving the specialty paper and packaging industry. She resides in Singapore.
The Board members are elected for the period ending at the close of the next Annual General Meeting. All the nominees are considered independent of the Company and of the significant shareholders of the Company, except for Peter Seligson, who is not independent of the company's significant shareholder Antti Ahlström Perilliset Oy, where he is a board member of said company. Peter Seligson has been a member of the Board of Directors of Ahlstrom Corporation since 2001. Prior to this, from 1999 to 2001, Mr Seligson was a member of the Board of Directors of A. Ahlström Corporation, which as a result of a full demerger was dissolved in 2001. The nominees have given their consent to the election. CVs of the proposed Board members are available on the website of the Company (www.ahlstrom.com).
13. 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 invoicing.
14. 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 Eero Suomela as the Responsible Auditor.
15. 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 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 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.
16. Closing of the meeting
B. Documents of the Annual General Meeting
The aforesaid proposals of the Board of Directors 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 March 14, 2012, at the latest. The proposals of the Board of Directors and 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 18, 2012.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on March 23, 2012 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 30, 2012 at 4:00 p.m. at the latest. Such notice can be given:
- on the Company's website (www.ahlstrom.com/agm) (as from March 12, 2012),
- by email to firstname.lastname@example.org,
- 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)
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.
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.
2. 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.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request necessary instructions regarding the registration to be temporarily entered into the shareholders' register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank well in advance.
If a holder of nominee registered shares is entitled to be registered in the shareholders' register on the record date March 23, 2012, the shareholder may in accordance with the instructions from his/her custodian bank request to be temporarily entered into the shareholders' register of the Company in order to participate in the Annual General Meeting, at the latest on March 30, 2012 at 10.00 a.m. A holder of nominee registered shares is considered to have registered for the Annual General Meeting if he/she has been temporarily recorded in the shareholders' register as described above. Further information on these matters can also be found on the Company's website mentioned above.
4. Other instructions and information
On the date of this notice to the Annual General Meeting, February 1, 2012, 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, February 1, 2012
The Board of Directors
Ahlstrom in brief
Ahlstrom is a high performance materials company, partnering with leading businesses around the world to help them stay ahead. Our products are used in a large variety of everyday applications, such as filters, wallcovers, flooring, labels and food packaging. We have a leading market position in the businesses in which we operate. Our 5,200 employees serve customers in 28 countries on six continents. In 2011, Ahlstrom's net sales amounted to EUR 1.6 billion. The company's share is quoted on the NASDAQ OMX Helsinki. More information is available at www.ahlstrom.com.