Decisions taken by Ahlstrom Corporation's Annual General Meeting of Shareholders and Board of Directors
Ahlstrom Corporation STOCK EXCHANGE RELEASE March 27, 2013 at 15.45
Ahlstrom Corporation's Annual General Meeting of Shareholders (AGM) was held today March 27, 2013.
Resolution on the distribution of profits
The AGM resolved to distribute a dividend of EUR 0.63 per share for the fiscal year that ended on December 31, 2012 from the retained earnings in accordance with the proposal of the Board of Directors. The dividend record date is April 3, 2013 and the pay date April 10, 2013. In addition, the AGM resolved to reserve EUR 75,000 to be used for donations at the discretion of the Board of Directors.
Approval of the Financial Statements
The AGM approved the financial statements and discharged the members of the Board of Directors and the CEO from liability for the fiscal year January 1 - December 31, 2012.
Election and remuneration of the Board of Directors
The AGM confirmed the number of Board members to be seven. Lori J. Cross, Esa Ikäheimonen, Pertti Korhonen, Anders Moberg and Peter Seligson were re-elected as members of the Board of Directors. Robin Ahlström, born in 1946 and Daniel Meyer, born in 1967 were elected as new members. The term of the Board of Directors will expire at the close of the next Annual General Meeting.
It was decided that the remuneration of the Board members be as follows:
Chairman EUR 84,000 per year
Vice Chairman EUR 63,000 per year
Members EUR 42,000 per year
In addition, the remuneration for attendance at Board meetings is EUR 1,500 per meeting for Board members residing outside Finland. As regards the permanent Board committees and the Nomination Board, the remuneration for attendance at committee and the Nomination Board meetings is EUR 1,500 per meeting. Travel expenses are reimbursed in accordance with the Company's travel policy.
Election and remuneration of the auditor
PricewaterhouseCoopers Oy was elected as Ahlstrom's auditor as recommended by the Audit Committee. PricewaterhouseCoopers Oy has designated Authorized Public Accountant Eero Suomela as the Responsible Auditor. The auditor's remuneration will be paid according to invoicing approved by the Company.
Authorizations to repurchase and distribute the Company's own shares as well as to accept them as pledge
The AGM authorized the Board of Directors to repurchase and distribute the Company's own shares as well as to accept them as pledge as proposed by the Board of Directors. 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 has also 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.
Establishment of a Shareholders' Nomination Board
The AGM resolved to establish for an indefinite period a Shareholders' Nomination Board to prepare proposals to the AGM for the election and remuneration of the members of the Board of Directors and the remuneration of the Board committees and the Nomination Board. In addition, the AGM resolved to adopt the Charter of the Shareholders' Nomination Board.
The Nomination Board comprises representatives of the three largest shareholders of the Company and, in addition, of the Chairman of the Company's Board of Directors and a person nominated by the Company's Board of Directors as members. The right to nominate the shareholder representatives lies with those three shareholders whose share of all the voting rights in the Company is on May 31 preceding the next Annual General Meeting the largest on the basis of the shareholders' register of the Company held by Euroclear Finland Ltd. However, holdings by a shareholder who, under the Finnish Securities Market Act, has the obligation to disclose its shareholdings (flagging obligation) that are divided into several funds or registers, will be summed up when calculating the share of all the voting rights, provided that such shareholder presents a written request to that effect to the Chairman of the Company's Board of Directors no later than on May 30 preceding the next Annual General Meeting. Further, holdings by a group of shareholders, who have agreed to nominate a joint representative to the Nomination Board, will be summed up when calculating the share of all the voting rights, provided that the shareholders in question present a joint written request to that effect together with a copy of such an agreement to the Chairman of the Company's Board of Directors no later than on May 30 preceding the Annual General Meeting. Should a shareholder not wish to use its nomination right, the right transfers to the next largest shareholder who would otherwise not have a nomination right.
The Chairman of the Board of Directors convenes the first meeting of the Nomination Board and the Nomination Board elects a chairman from among its members. The Nomination Board shall submit its proposals to the Board of Directors annually, latest on January 31 preceding the next Annual General Meeting.
Decisions taken by the Board of Directors
After the AGM, the organization meeting of the Board of Directors elected Pertti Korhonen as Chairman and Peter Seligson as Vice Chairman of the Board.
The Board of Directors appointed two permanent committees, the Audit Committee and the Compensation Committee. The members of the Audit Committee are Esa Ikäheimonen (Chairman), Lori J. Cross and Peter Seligson. The members of the Compensation Committee are Pertti Korhonen (Chairman), Robin Ahlström and Anders Moberg.
For more information, please contact:
Liisa Nyyssönen
Vice President, Communications
Tel. +358 10 888 4757
Ahlstrom in brief
Ahlstrom is a high performance fiber-based 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, medical gowns and drapes, diagnostics, wallcoverings, flooring and food packaging. We have a leading market position in the businesses in which we operate. In 2012, Ahlstrom's net sales from the continuing operations (excluding Label and Processing business) amounted to EUR 1 billion. Our 3,800 employees serve customers in 28 countries on six continents. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki. More information available at www.ahlstrom.com.