Proposals of the Board of Directors of Ahlstrom Corporation to the Annual General Meeting convening on April 4, 2012
Ahlstrom Corporation STOCK EXCHANGE RELEASE February 1, 2012 at 12.15
Distribution of profits
The distributable funds in the balance sheet of Ahlstrom Corporation as per December 31, 2011 amount to EUR 636,497,787.52.
Upon the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that, for the fiscal year that ended on December 31, 2011, a dividend totaling EUR 1.30 per share be paid from the retained earnings: 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. As per February 1, 2012, 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 60,671,790.40. However, no dividend will be paid based on shares owned by the Company or its subsidiaries on the record date.
The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd on the record date, April 11, 2012. The Board proposes that the dividend be paid on April 18, 2012.
Upon the recommendation of the Board's Audit Committee, the Board of Directors further proposes that EUR 100,000 be reserved to be used for donations at the discretion of the Board of Directors.
Composition of the Board of Directors and Board remuneration
Upon the recommendation of the Board's Nomination Committee, the Board of Directors 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.
In addition, 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.
All the nominees are considered independent of the Company and 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).
Upon the recommendation of the Nomination Committee, the Board of Directors 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
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, 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.
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 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 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.
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.