NOTICE OF AHLSTROM-MUNKSJÖ’S ANNUAL GENERAL MEETING
AHLSTROM-MUNKSJÖ OYJ, NOTICE TO GENERAL MEETING, February 13, 2018, at 9:30 CET
Notice is given to the shareholders of Ahlstrom-Munksjö Oyj to the Annual General Meeting to be held on Wednesday, March 21, 2018 at 1:00 p.m. (EET) at the Finlandia Hall, Helsinki-hall, Mannerheimintie 13 e, Helsinki, Finland (entrance M3 from Mannerheimintie and K3 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 noon (EET). Registration for the meeting is requested to be made no later than 12:45 p.m. (EET).
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 the Board of Directors and the Auditor’s Report for the year 2017
- 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
The distributable funds in the balance sheet of Ahlstrom-Munksjö Oyj as per December 31, 2017 amount to EUR 639,383,957.56
Upon the recommendation of the Audit Committee, the Board of Directors proposes that a dividend of EUR 0.52 per share be paid.
The dividend shall be paid in two instalments. The first instalment of EUR 0.26 per share shall be paid to a shareholder who on the record date of the payment, March 23, 2018, is registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd or in the register of shareholders maintained by Euroclear Sweden AB. The payment date proposed by the Board of Directors for this instalment is April 3, 2018.
The second instalment of EUR 0.26 per share shall be paid in September 2018 to a shareholder who on the record date of the payment is registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd or in the register of shareholders maintained by Euroclear Sweden AB, which, together with the payment date, shall be resolved by the Board of Directors in its meeting scheduled for September 10, 2018. The record date of the payment would be September 12, 2018 and the payment date September 19, 2018, at the latest.
The Board of Directors further proposes that the Annual General Meeting authorizes the Board of Directors at its discretion to resolve on donations in a total maximum of EUR 100,000 to charitable or corresponding purposes. The authorization is valid until the close of the next Annual General Meeting.
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 and the Shareholders’ Nomination Board
The Shareholders’ Nomination Board (Nomination Board) proposes that the annual remuneration of the Board of Directors, Board Committees and Nomination Board is as follows:
The Chairman of the Board shall receive EUR 100,000 a year, the Vice Chairman EUR 80,000 each and the ordinary members EUR 60,000 each.
The Chairman of the Audit Committee shall annually receive EUR 12,000 and the ordinary members of the committee EUR 6,000 each.
The Chairman of the Human Resources Committee shall annually receive EUR 8,000 and the ordinary members EUR 4,000 each.
The Chairman of the Shareholders’ Nomination Board shall annually receive EUR 8,000 and the ordinary members EUR 4,000 each.
Travel expenses are proposed to be reimbursed in accordance with the company's travel policy.
The Nomination Board further proposes that each of the members of the Board of Directors shall have the right to abstain from receiving remuneration.
11. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that the number of members of the Board of Directors be eight (8).
12. Election of members of the Board of Directors
The Nomination Board proposes that Peter Seligson, Elisabet Salander Björklund, Alexander Ehrnrooth, Johannes Gullichsen, Hannele Jakosuo-Jansson, Harri-Pekka Kaukonen, and Pernilla Walfridsson are to be re-elected.
Ms. Valerie A. Mars is proposed to be elected new member of the Board.
Due to his appointment as CEO of the Company (effective 30 June 2018, at the latest), Hans Sohlström is not available for re-election.
The Nomination Board recommends that Peter Seligson is elected Chairman of the Board of Directors and Elisabet Salander Björklund is elected Vice Chairman of the Board of Directors.
Ms. Valerie A. Mars (born 1959), US Citizen, BA, Yale University, MBA, Columbia Business School, is currently Senior Vice President & Head of Corporate Development for Mars, Incorporated. Previously, Ms. Mars held several positions within the Mars Group including Director of Corporate Development for Masterfoods Europe and General Manager of Masterfoods Czech and Slovak Republics. Prior to joining Mars, Incorporated, Ms. Mars was a controller with Whitman Heffernan Rhein, a boutique investment company. She began her career with Manufacturers Hanover Trust Company as a training program participant and rose to Assistant Secretary. Ms. Mars has served on the Board of Celebrity Inc. a NASDAQ listed company from 1994 to September 2000. She has served on the Mars, Incorporated, Audit Committee and Remuneration Committee and is a member of the Board of Fiat Chrysler Automobiles N.V. and Royal Canin. Additionally, Ms. Mars is a member of the Rabobank North America Advisory Board.
Ms. Mars is independent of the company and its significant shareholders.
The members of the Board of Directors 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 Alexander Ehrnrooth who is not independent of a significant shareholder of the company. Alexander Ehrnrooth is not independent of the company’s significant shareholder Viknum AB, in the parent company of which, Virala Corporation, he is the President and CEO and a member of the Board of Directors.
The nominees have given their consent to the election.
CVs of the proposed members of the Board of Directors are available on the company’s website at www.ahlstrom-munksjo.com/agm2018.
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 accepted by the company.
14. Election of Auditor
Upon the recommendation of the Audit Committee, the Board of Directors proposes that KPMG Oy Ab be re-elected as the company’s auditor. KPMG Oy Ab has designated Authorized Public Accountant Anders Lundin as the Responsible Auditor.
15. Authorization of the Board of Directors to resolve on the repurchase and distribution of 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 on the repurchase and the distribution of the company’s own shares as well as on the acceptance of them as pledge on the following conditions:
The number of shares to be repurchased or accepted as pledge by virtue of the authorization shall not exceed 8,000,000 own shares in the company, subject to the provisions of the Finnish Companies’ Act on the maximum amount of shares owned by or pledged to the company or its subsidiaries. The shares may be repurchased or accepted as pledge in one or several instalments and in another proportion than that of the existing shareholdings of the shareholders in the company. The shares shall be repurchased in public trading at the prevailing market price by using unrestricted shareholders’ equity.
The Board of Directors is authorized to resolve on all other terms and conditions regarding the repurchase of the company’s own shares or their acceptance as pledge.
By virtue of the authorization, the Board of Directors has the right to resolve on the distribution of a maximum of 8,000,000 own shares held by the company in one or several instalments.
The authorization includes the right for the Board of Directors to resolve upon all terms and conditions of the distribution of shares held by the company, including the right to derogate from the pre-emptive right of the shareholders.
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 or for other purposes determined by the Board of Directors. The Board of Directors has also the right to resolve 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 authorizations are valid until the close of the next Annual General Meeting, however, no longer than eighteen (18) months from the close of the Annual General Meeting.
16. Closing of the meeting
B. Documents of the Annual General Meeting
The aforesaid proposals of the Board of Directors and Shareholder’s Nomination Board relating to the agenda of the Annual General Meeting as well as this notice are available on the company’s website at www.ahlstrom-munksjo.com/agm2018. Other documents, which according to the Companies Act shall be kept available for the shareholders, will be available on the above-mentioned website as from February 28, 2018, at the latest.
The proposals of the Board of Directors and Shareholder’s Nomination Board as well as the other documents mentioned above are also available at the meeting. Copies of these documents will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from April 4, 2018, at the latest.
C. Instructions for participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on the record date of the Annual General Meeting, on March 9, 2018, in the shareholders’ register of the company maintained 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 16, 2018 at 4:00 p.m. (EET) at the latest.
Such notice can be given:
– on the company’s website www.ahlstrom-munksjo.com/agm2018,
– by email to yhtiokokous@ahlstrom-munksjo.com,
– by mail to Ahlstrom-Munksjö, AGM, Alvar Aallon katu 3 C, P.O. Box 329, FI-00101 Helsinki, Finland, or
– by phone during office hours from 9:00 a.m. to 3:00 p.m. (EET) to +358 40 670 0133
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-Munksjö 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 Companies 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 has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, on March 9, 2018, would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by March 16, 2018 by 10:00 a.m. (EET). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
Further information on these matters can also be found on the company’s website mentioned above.
4. Participation in the Annual General Meeting for shareholder whose shares are registered in Euroclear Sweden AB
A shareholder, whose shares are registered in the register of the company's shareholders maintained by Euroclear Sweden AB, shall, to fulfill the requirements to attend the Annual General Meeting note the following:
(i) the shareholder has to be entered in the register of the company's shareholders maintained by Euroclear Sweden AB on March 9, 2018, at the latest, and
(ii) the shareholder must contact Euroclear Sweden AB and request temporary registration in the shareholders' register of the company maintained by Euroclear Finland Ltd. Such request shall be submitted to Euroclear Sweden AB on a designated form available on the company's website www.ahlstrom-munksjo.com/agm2018. The request must be received by Euroclear Sweden AB on March 9, 2018, at the latest.
A shareholder whose shares are nominee registered in the register of the company's shareholders maintained by Euroclear Sweden AB, shall, in order to fulfill the requirement (i) above temporarily register his/her shares under his/her name in the register. A shareholder who wishes such temporary registration must contact his/her custodian bank well in advance before March 9, 2018 and ask the custodian bank to temporarily register the shareholder in the register of the company's shareholders maintained by Euroclear Sweden AB.
5. Other instructions and information
On the date of this notice to the Annual General Meeting, February 13, 2018, the total number of shares in Ahlstrom-Munksjö amounts to 96,438,573 and said shares have 96,438,573 votes in total.
Helsinki, February 13, 2018
AHLSTROM-MUNKSJÖ OYJ
The Board of Directors
Juho Erkheikki, Investor and Media Relations Manager, tel. +358 50 413 45 83, juho.erkheikki@ahlstrom-munksjo.com
Ahlstrom-Munksjö in brief
Ahlstrom-Munksjö is a global leader in fiber-based materials, supplying innovative and sustainable solutions to customers worldwide. Our offerings include decor paper, filter media, release liners, abrasive backings, nonwovens, electrotechnical paper, glass fiber materials, food packaging and labeling, tape, medical fiber materials and solutions for diagnostics. Combined annual net sales are about EUR 2.15 billion and we employ 6,000 people. The Ahlstrom-Munksjö share is listed on the Nasdaq Helsinki and Stockholm. The company was formed on April 1, 2017 through the merger of Ahlstrom Corporation and Munksjö Oyj. Read more at www.ahlstrom-munksjo.com.