Notice of Ahlstrom Corporation's Annual General Meeting
Ahlstrom Corporation STOCK EXCHANGE RELEASE 2.3.2009 at 10.00
Notice is given to the shareholders of Ahlstrom Corporation to the Annual General Meeting to be held on Wednesday, March 25, 2009 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, Report of the Board of Directors and the Auditor's Report for the year 2008
- Review by the President & CEO
- 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
The Board of Directors proposes that a dividend of EUR 0.45 per share be paid. The dividend will be paid to shareholders registered on the record date, March 30, 2009, in the Register of Shareholders of the Company held by Euroclear Finland Ltd (former Finnish Central Securities Depositary Ltd). 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.
The Board of Directors proposes that a dividend of EUR 0.45 per share be paid. The dividend will be paid to shareholders registered on the record date, March 30, 2009, in the Register of Shareholders of the Company held by Euroclear Finland Ltd (former Finnish Central Securities Depositary Ltd). 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.
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
The Board's Compensation and Nomination Committee proposes that the remuneration of the Board members remains unchanged, i.e. as follows: chairman EUR 5,400 per month and 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.
The Board's Compensation and Nomination Committee proposes that the remuneration of the Board members remains unchanged, i.e. as follows: chairman EUR 5,400 per month and 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.
11. Resolution on the number of members of the Board of Directors
The Board's Compensation and Nomination Committee proposes that the number of Board members remains unchanged at seven.
The Board's Compensation and Nomination Committee proposes that the number of Board members remains unchanged at seven.
12. Election of members of the Board of Directors
The Board's Compensation and Nomination 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 eight 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. Since 1970, Anders Moberg has held international executive positions at Ikea International, The Home Depot, Royal Ahold and Majid Al Futtaim Group. He is a member of the Board of Directors of Clas Ohlson AB, DFDS A/S, Husqvarna AB and Byggmax AB. Previously he has been a Board member of Lego A/S, Velux A/S and Ica AB.
The Board's Compensation and Nomination 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 eight 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. Since 1970, Anders Moberg has held international executive positions at Ikea International, The Home Depot, Royal Ahold and Majid Al Futtaim Group. He is a member of the Board of Directors of Clas Ohlson AB, DFDS A/S, Husqvarna AB and Byggmax AB. Previously he has been a Board member of Lego A/S, Velux A/S and Ica AB.
The period of the Board will end 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).
13. Resolution on the remuneration of the Auditor
Upon the recommendation of the Board's Audit Committee, the Board proposes that the auditor's remuneration be paid according to invoicing.
Upon the recommendation of the Board's Audit Committee, the Board proposes that the auditor's remuneration be paid according to invoicing.
14. Election of Auditor
Upon the recommendation of the Board's Audit Committee, the Board proposes that PricewaterhouseCoopers Oy be elected as Ahlstrom's auditor. PricewaterhouseCoopers Oy has designated Authorized Public Accountant Eero Suomela as auditor in charge.
Upon the recommendation of the Board's Audit Committee, the Board proposes that PricewaterhouseCoopers Oy be elected as Ahlstrom's auditor. PricewaterhouseCoopers Oy has designated Authorized Public Accountant Eero Suomela as auditor in charge.
15. Authorizing the Board of Directors to decide on the repurchase of 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.
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.
16. Authorizing the Board of Directors to decide on the 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.
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.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors and its Committees relating to the agenda of the Annual General Meeting as well as this notice, the Financial Statements 2008, the Report of the Board of Directors and the Auditor's Report are available on the Company's website at www.ahlstrom.com/agm as from March 9, 2009, at the latest. The Annual Report will be available on the above-mentioned website when published in week 12. 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 8, 2009.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on March 13, 2009 in the Register of Shareholders of the Company, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the Register of Shareholders' register of the Company.
A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting by giving a prior notice of participation no later than March 20, 2009 by 4:00 p.m. by which time the registration needs to arrive in the Company. Such notice can be given:
Each shareholder, who is registered on March 13, 2009 in the Register of Shareholders of the Company, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the Register of Shareholders' register of the Company.
A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting by giving a prior notice of participation no later than March 20, 2009 by 4:00 p.m. by which time the registration needs to arrive in the Company. Such notice can be given:
- at the Company's website (www.ahlstrom.com/agm),
- by email to yhtiokokous@ahlstrom.com,
- 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) or +358 (0)10 888 4746 (Merja Tuovinen)
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant.
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.
Possible proxy documents should be delivered to the address above before the last date for registration. A template for a proxy is available at the Company's website mentioned above.
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.
Possible proxy documents should be delivered to the address above before the last date for 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, who wants to participate in the Annual General Meeting, must be entered into the Register of Shareholders of the Company on March 13, 2009, the record date of the meeting. A holder of nominee registered shares is advised to request from his/her custodian bank necessary instructions regarding the registration in the Register of Shareholders of the Company, the issuing of proxy documents and registration for the Annual General Meeting.
A holder of nominee registered shares, who wants to participate in the Annual General Meeting, must be entered into the Register of Shareholders of the Company on March 13, 2009, the record date of the meeting. A holder of nominee registered shares is advised to request from his/her custodian bank necessary instructions regarding the registration in the Register of Shareholders of the Company, the issuing of proxy documents and registration for the Annual General Meeting.
4. Other instructions and information
On the date of this notice to the Annual General Meeting February 4, 2009, 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.
On the date of this notice to the Annual General Meeting February 4, 2009, 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 4, 2009
AHLSTROM CORPORATION
The Board of Directors
Distribution:
NASDAQ OMX Helsinki
Main media
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 at www.ahlstrom.com.