Notice of Ahlstrom Corporation's Annual General Meeting

Ahlstrom Corporation STOCK EXCHANGE RELEASE January 31, 2013 at 12.10 

Notice is given to the shareholders of Ahlstrom Corporation to the Annual General Meeting to be held on Wednesday, March 27, 2013 at 1:00 p.m. at the Finlandia Hall, Mannerheimintie 13 e, Helsinki, Finland (entrance M1 from Mannerheimintie and K1 from the Karamzininranta -street). 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, the Report of Operations and the Auditor's Report for the year 2012
   
   - 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 as well as on the authorization of the Board of Directors to resolve on donations.
   
   Upon the recommendation of the Audit Committee, the Board of Directors proposes that a dividend of EUR 0.63 per share be paid. The dividend will be paid to shareholders registered on the record date, April 3, 2013, in the Register of Shareholders of the Company held by Euroclear Finland Ltd. The Board proposes that the dividend be paid on April 10, 2013.  

Upon the recommendation of the Audit Committee, the Board of Directors further proposes that a maximum of EUR 75,000 be reserved to be used for donations 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
    
    Upon the recommendation of the Nomination Committee, the Board of Directors proposes that the remuneration of the Board members remains unchanged, i.e. as follows: a yearly remuneration of EUR 84,000 be paid to the Chairman, EUR 63,000 to the Vice Chairman and EUR 42,000 to the other Board members. 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 and the Nomination Board, the proposed 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.
     

11. Resolution on the number of members of the Board of Directors
    
    Upon the recommendation of the Nomination Committee, the Board of Directors proposes that the number of Board members be seven.
     

12. Election of members of the Board of Directors
    
    Upon the recommendation of the Nomination Committee, the Board of Directors proposes that Lori J. Cross, Esa Ikäheimonen, Pertti Korhonen, Anders Moberg and Peter Seligson be re-elected. The current member Sebastian Bondestam, who has been a member of the Board of Directors of Ahlstrom Corporation since 2001, has informed that he is no longer available for re-election. Therefore it is proposed that Robin Ahlström, born in 1946, and Daniel Meyer, born in 1967, be elected as new members of the Board.  

Robin Ahlström (M.Sc. (Econ), Stanford and Svenska Handelshögskolan) is Chairman of the Board of A. Ahlström Osakeyhtiö. He has held various executive positions in finance until 2005, most recently as Group President of Alfred Berg, in Stockholm, Sweden. He is Industrial Advisor of Altor AB, as well as board member of Antti Ahlström Perilliset Oy, Strongshold AB, Niam AB, Naxs AB, Nacs AS and Newsec Oy.

Daniel Meyer (HND, International trade) has been working for the Bayer Group in various positions since 1992, most recently as Executive Vice President and Member of the Executive Committee of Bayer Materialscience AG. He is Head of the business unit Coatings, Adhesives and Specialties and the Head of the Development Businesses & Functional Films. Further he is the functional Head for Industrial Marketing and the regions NAFTA and Latin Americas. In 2008 he was President & CEO of Lyttron GmbH, a startup of the Bayer Group.

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 of the significant shareholders of the Company, except for Peter Seligson and Robin Ahlström, who are not independent of the company's significant shareholder Antti Ahlström Perilliset Oy, where they are board members. 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. Ahlstrom Corporation, which as a result of a full demerger was dissolved in 2001.

The nominees have given their consent to the election and have stated as their intention, should they be elected, to elect Pertti Korhonen Chairman and Peter Seligson Vice Chairman of the Board. Peter Seligson has informed that he is no longer available for re-election next year. 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 Audit Committee, the Board of Directors proposes that the auditor's remuneration be paid according to invoicing.
     

14. Election of Auditor
    
    Upon the recommendation of the Audit Committee, the Board of Directors proposes that PricewaterhouseCoopers Oy be re-elected as Ahlstrom's auditor. PricewaterhouseCoopers Oy has designated Authorized Public Accountant Eero Suomela as the Responsible Auditor.
     

15. 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 installments 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 of 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.

16. Establishment of a Shareholders' Nomination Board 

The Board of Directors proposes that the Annual General Meeting resolves to establish for an indefinite period a Shareholders' Nomination Board to prepare proposals to the Annual General Meeting 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 Board proposes the adoption of a Charter of the Shareholders' Nomination Board.

According to the proposal, 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.

17. Closing of the meeting
     

B. Documents of the Annual General Meeting

The aforesaid proposals of the Board of Directors relating to the agenda of the Annual General Meeting as well as this notice are available on the Company's website at www.ahlstrom.com/agm. The Annual Report of Ahlstrom Corporation, including the Financial Statements, the Report of Operations and the Auditor's Report, is available on the above-mentioned website as from March 6, 2013, at the latest. 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 10, 2013.

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration
   
   Each shareholder, who is registered on March 15, 2013 in the shareholders' register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the Company.
   
   A shareholder, who wishes to participate in the Annual General Meeting, shall register for the meeting by giving prior notice of participation on March 22, 2013 at 4:00 p.m., at the latest. Such notice can be given:
    

   • on 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 4709, or  

   • by phone during office hours to +358 (0)10 888 4726
      

In connection with the registration, a shareholder shall state his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of such proxy representative. The personal data given to Ahlstrom Corporation is used only in connection with the Annual General Meeting and with the processing of related registrations.

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. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
   
   Possible proxy documents should be delivered to the address above before the last date of 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 is advised to request necessary instructions regarding the registration to be temporarily entered into the shareholders' register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank well in advance.  

If a holder of nominee registered shares is entitled to be registered in the shareholders' register on the record date March 15, 2013, the shareholder may in accordance with the instructions from his/her custodian bank request to be temporarily entered into the shareholders' register of the Company in order to participate in the Annual General Meeting, at the latest on March 22, 2013 at 10.00 a.m. A holder of nominee registered shares is considered to have registered for the Annual General Meeting if he/she has been temporarily recorded in the shareholders' register as described above. Further information on these matters can also be found on the Company's website mentioned above.

4. Other instructions and information
   
   On the date of this notice to the Annual General Meeting, January 31, 2013, 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, January 31, 2013

AHLSTROM CORPORATION

The Board of Directors

Car park at Q-Park Finlandia

Please note that the parking at the Finlandia Hall has been changed. The entrance to the car park is on the Karamzininranta -street. When registering at the meeting, please ask for a free parking ticket. When leaving the car park, first enter the normal parking ticket into the payment machine and thereafter the free parking ticket.

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.