Proposals of the Board of Directors of Ahlstrom Corporation to the Annual General Meeting convening on March 25, 2009
Ahlstrom Corporation STOCK EXCHANGE RELEASE 5.2.2009
The Board of Directors of Ahlstrom Corporation has decided to convene the Annual General Meeting on Wednesday, March 25, 2009 at 1:00 p.m. 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, 2008 amount to EUR 645,356,691.77.
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.45 per share be paid for the fiscal year that ended on December 31, 2008 from the retained earnings. As per February 4, 2009, 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 21,001,773.60.
The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd (former Finnish Central Securities Depository Ltd) on the record date, March 30, 2009. The Board proposes that the dividend be paid on April 6, 2009. 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.
Composition of the Board of Directors and Board remuneration
The Board's Compensation and Nomination Committee proposes that the number of Board members remains unchanged at seven.
The Committee proposes that Thomas Ahlström, Sebastian Bondestam, Jan Inborr, Martin Nüchtern, Bertel Paulig and Peter Seligson be re-elected. The current member Willem F. Zetteler has informed the Committee that after 8 years on the Board of Directors of Ahlstrom Corporation he is no longer available for re-election. Therefore, the Committee proposes that Anders Moberg, born in 1950, be elected as a new member of the Board.
Summary of Anders Moberg's CV
- 1970-1999 Ikea International (since 1986 President and CEO)
- 1999-2002 The Home Depot (Group President International)
- 2003-2007 Royal Ahold (President and CEO)
- 2007-2008 Majid Al Futtaim Group (CEO)
- Board memberships in Lego A/S (1999-2004), Velux A/S (2002-2008), Ica AB (2003-2007), Clas Ohlson AB (2003-), DFDS A/S (2004-), Husqvarna AB (2006-), Byggmax (2006-)
- Adjunct Professor, Copenhagen Business School, 2009-
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 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).
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 Board's 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.
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.
Gustav Adlercreutz, Senior Vice President, Legal Affairs, General Counsel, Ahlstrom Corporation 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 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 6,400 employees serve customers via sales offices and production facilities in more than 20 countries on six continents. In 2008, Ahlstrom's net sales amounted to EUR 1.8 billion. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki. The company website is www.ahlstrom.com.