Ahlstrom-Munksjö Oyj: Decisions taken by the Annual General Meeting and the organization meeting of the Board of Directors
AHLSTROM-MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE, MAY 6, 2021 at 12:00 noon. EEST
Ahlstrom-Munksjö Oyj's Annual General Meeting (the “AGM”) was held in Helsinki today. In order to curb the spread of the Covid-19 pandemic, the AGM was organized in accordance with the temporary act (677/2020) so that shareholders could participate in the AGM and use their shareholder rights only by voting, by submitting counterproposals and by asking questions in advance. 109,810,963 shares and votes, corresponding to approximately 94.95 percent of the total number of shares and votes in Ahlstrom-Munksjö were represented at the meeting. The AGM supported all the proposals made to the AGM by the Board of Directors and SPA Holdings 3 Oy by at least approximately 95.07 percent of the shares represented at the AGM.
The AGM adopted the Financial Statements for 2020 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2020.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The AGM resolved that no dividend be distributed for the financial year that ended on December 31, 2020 in accordance with the proposal of the Board of Directors.
Adoption of the Remuneration Report for Governing Bodies
The AGM adopted the Remuneration Report for the Governing Bodies based on the proposal by the Board of Directors.
Resolution on the remuneration of the members of the Board of Directors
The AGM resolved in accordance with the proposal by SPA Holdings 3 Oy that the annual remuneration of the Board of Directors and the Board Committees is as follows:
The Chairman of the Board shall receive EUR 130,000 a year, the Vice Chairman EUR 90,000 and the ordinary members EUR 65,000 each. The Chairman of the Audit Committee shall annually receive EUR 15,000 and the ordinary members of the committee EUR 7,500 each. The Chairman of the Human Resources Committee shall annually receive EUR 10,000 and the ordinary members EUR 5,000 each.
Travel expenses will be reimbursed in accordance with the company's travel policy.
The members of the Board of Directors shall have the right to abstain from receiving remuneration.
Resolution on the number of members of the Board of Directors and election of members of the Board of Directors
The AGM resolved in accordance with the proposal by SPA Holdings 3 Oy that the number of Board members be seven.
The AGM resolved in accordance with the proposal by SPA Holdings 3 Oy that Alexander Ehrnrooth, Lasse Heinonen, Halvor Meyer Horten, Peter Seligson, Ivano Sessa, Michael Siefke and Karl-Henrik Sundström are re-elected as members of the Board of Directors.
The Board members were elected for the period ending at the close of the next Annual General Meeting.
Election of Auditor and resolution on the remuneration of the Auditor
The AGM resolved in accordance with the proposal of the Board to re-elect KPMG Oy Ab as the company’s auditor. KPMG Oy Ab has designated Authorised Public Accountant Anders Lundin as the Responsible Auditor.
The AGM resolved in accordance with the proposal of the Board that the auditor’s remuneration be paid according to invoicing accepted by the company.
Authorization to resolve on the issuance of shares and special rights entitling to shares
The AGM authorized the Board of Directors to resolve on the issuance of shares and/or special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act, in one or several instalments, either against payment or without payment. The authorization consists of a maximum of 115,000,000 shares in the aggregate (including shares to be received based on special rights), which corresponds to approximately 100% of all the company’s shares at the time of the proposal. The Board of Directors is authorized to resolve to issue either new shares or dispose of the treasury shares in the possession of the company.
The authorization can be used for the financing or execution of acquisitions or other business arrangements, to strengthen the balance sheet and financial position of the company, for implementing the company’s share-based incentive plans, or for other purposes determined by the Board of Directors.
The authorization also includes the right to decide on a share issue without consideration to the company itself, subject to the provisions of the Finnish Companies’ Act on the maximum amount of shares owned by the company or its subsidiaries.
The Board of Directors is authorized to resolve on all other terms and conditions of the issuance of shares and special rights entitling to shares, including the right to derogate from the pre-emptive right of the shareholders.
The authorization is valid until the close of the next Annual General Meeting, however, no longer than eighteen (18) months from the close of the AGM. The authorization revokes the company’s share issue authorization resolved upon by the Extraordinary General Meeting on February 19, 2021.
Authorization of the Board of Directors to resolve on the repurchase of the company's own shares as well as to accept them as pledge
The AGM authorized the Board of Directors to resolve on the repurchase of the company’s own shares as well as on the acceptance of them as pledge. The number of shares to be repurchased or accepted as pledge by virtue of the authorization shall not exceed 11,500,000 own shares in the company, which corresponds to approximately 10% of all the company´s shares at the time of the proposal, 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 either through a tender offer made to all shareholders on equal terms or in another proportion than that of the existing shareholdings of the shareholders in the company in public trading at the prevailing market price. The shares would be repurchased with funds from the company’s unrestricted shareholders’ equity.
The shares would be repurchased for purposes determined by the Board of Directors, to be retained as treasury shares, or cancelled. The Board of Directors is authorized to resolve on all other terms and conditions regarding the repurchase of the company’s own shares or acceptance thereof as pledge.
The authorization is valid until the close of the next Annual General Meeting, however, no longer than eighteen (18) months from the close of the AGM. The authorization shall revoke the company’s authorization regarding repurchase of own shares resolved upon by the Annual General Meeting on March 25, 2020.
Authorization of the Board of Directors to resolve on donations
The AGM authorized the Board of Directors at its discretion to resolve on donations in a total maximum of EUR 220,000 to charitable or corresponding purposes. The authorization is valid until the close of the next Annual General Meeting.
The minutes of the Annual General Meeting
The minutes of the meeting will be available on www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/ as from May 20, 2021, at the latest.
Decisions taken by the Board of Directors after the AGM
Election of the Chairman of the Board and the members of the permanent committees
The organization meeting of the Board of Directors, which was held immediately after the AGM, elected Ivano Sessa as Chairman of the Board.
The Board of Directors resolved to appoint two permanent committees, the Audit Committee as well as the Human Resources Committee. The members of the Audit Committee are Halvor Meyer Horten (Chair), Alexander Ehrnrooth, Lasse Heinonen and Ivano Sessa. The members of the Human Resources Committee are Ivano Sessa (Chair), Peter Seligson and Michael Siefke.
For further information, please contact
Johan Lindh, Vice President, Group Communications and Investor Relations, + 358 10 888 4994, johan.lindh@ahlstrom-munksjo.com
Juho Erkheikki, Investor Relations Manager, +358 10 888 4731, 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 its customers. Our mission is to expand the role of fiber-based solutions for sustainable everyday life. Our offering includes filter materials, release liners, food and beverage processing materials, decor papers, abrasive and tape backings, electrotechnical paper, glass fiber materials, medical fiber materials, diagnostics and energy storage solutions, as well as a range of specialty papers for industrial and consumer end-uses. Our annual net sales is about EUR 2.7 billion and we employ some 7,800 people. Read more at www.ahlstrom-munksjo.com