Proposals of the Board of Directors of Ahlstrom Corporation to the Annual General Meeting 2007

Ahlstrom Corporation STOCK EXCHANGE RELEASE 2.2.2007 at 10.00

 

Ahlstrom Corporation announced today that the Board of Directors has decided to convene the Annual General Meeting on Friday, March 30, 2007 at 1:00 p.m. The matters specified in Article 12 of the Articles of Association and the following proposals by the Board of Directors are on the agenda of the Annual General Meeting:

 

 

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, 2006. According to the proposal of the Board of Directors, the dividend record date will be April 4, 2007 and the pay date April 13, 2007. 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.

 

 

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 proposed to be 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.

 

 

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 compensation 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 proposed to be 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 Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association as follows:

 

- the current Article 3 to be deleted and the numbering to be changed accordingly.

 

- the current Article 7 to be amended to read as follows:
"The Company is represented by the Board of Directors or the President. In addition, the Board of Directors may grant to a designated person a procuration right or a right to represent the Company either alone or two jointly."

 

- the current Article 12 to be amended to read as follows:
"The Annual General Meeting shall be held each year at a date set by the Board of Directors within six months from the end of the fiscal period. 

 

The Annual General Meeting shall

 

decide on
	-	the adoption of the annual accounts of the Company and consolidated annual accounts,
	-	the use of the profit shown in the balance sheet,
	-	the discharge from liability of the members of the Board of Directors and the President and the deputy for the President, if any,
	-	the remuneration payable to the members of the Board of Directors and to the auditor,
	-	the number of members of the Board of Directors, and
	-	the election of the members of the Board of Directors and the auditor.

 

deal with
	-	any other business mentioned in the notice of the meeting."

 

- the current Article 13 (a shareholder's obligation to redeem Company shares) to be deleted.

 

The Company will in a separate stock exchange release publish the proposal by the Nomination Committee regarding the members of the Board of Directors and their compensation. 

 

The above proposals will be included in the notice to the AGM, which will be published later.

 

 

Ahlstrom Corporation
Board of Directors

 

 

For further information, please contact:
Gustav Adlercreutz, Ahlstrom Corporation, tel +358 10 888 4727.

 

 

Distribution:
Helsinki Stock Exchange
Main media
www.ahlstrom.com

 

 

 

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, e.g. in filters, wipes, flooring, labels, and tapes. The company has a strong market position in several business areas in which it operates, built upon the company's unique fiber expertise and innovative approach. Ahlstrom's 5,700 employees serve customers via sales offices and production facilities in more than 20 countries on six continents. In 2006, Ahlstrom's net sales amounted to EUR 1.6 billion. Ahlstrom's share is listed on the Helsinki Stock Exchange. The company website is www.ahlstrom.com.