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2016-01-29

Ahlstrom Oyj: Notice of Ahlstrom Corporation's annual general meeting

Ahlstrom Corporation STOCK EXCHANGE RELEASE January 29, 2016 at 08.40

Notice of Ahlstrom Corporation's annual general meetingNotice is given to the shareholders of Ahlstrom Corporation to the Annual
General Meeting to be held on Tuesday, April 5, 2016 at 1:00 p.m. in the
Helsinki Hall of the Finlandia 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. 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 2015 - 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 Corporation as per
December 31, 2015 amount to EUR 415,834,745.25.

Upon the recommendation of the Audit Committee, the Board of Directors
proposes that a dividend of EUR 0.31 per share be paid. The dividend will be
paid to shareholders registered on the record date, April 7, 2016, in the
Register of Shareholders of the Company held by Euroclear Finland Ltd. The
Board proposes that the dividend be paid on April 14, 2016.

Upon the recommendation of the Audit Committee, the Board of Directors further
proposes that a maximum of EUR 60,000 be reserved to be used for donations at
the discretion of the Board of Directors.

1 Resolution on the discharge of the members of the Board of Directors and
the President&CEO from liability
2 Resolution on the remuneration of the members of the Board of Directors The
Shareholders' Nomination Board proposes that the remuneration of the Board
members remains unchanged. The remunerations are as follows:

Chairman EUR
84,000 per year

Vice Chairman EUR
63,000 per year
Chairman of the Audit Committee EUR 63,000 per year
Members EUR
42,000 per year

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 Shareholders' Nomination Board, the
proposed remuneration for attendance at committee and the Shareholders'
Nomination Board meetings is EUR 1,500 per meeting. Travel expenses are
reimbursed in accordance with the Company's travel policy.

1 Resolution on the number of members of the Board of Directors The
Shareholders' Nomination Boardproposes that the number of Board members be
seven. The Board members are elected for the period ending at the close of
the next Annual General Meeting.
2 Election of members of the Board of Directors The Shareholders' Nomination
Board proposes that Alexander Ehrnrooth (b. 1974), Johannes Gullichsen (b.
1974) and Jan Inborr (b. 1948) be re-elected. Anders Moberg, Board member
since 2009, Lori J. Cross, Board member since 2010, Markus Rauramo, Board
member since 2014 and Panu Routila, Board member since 2014, have informed
that they are no longer available for re-election. Therefore, it is
proposed that Jan Johansson (b. 1954, Swedish citizen), Harri-Pekka
Kaukonen (b. 1963), Hans Sohlström (b. 1965, Finnish citizen) and Riitta
Viitala (b. 1959, Finnish citizen) be elected as new members of the Board.

Jan Johansson, Master of Laws, is Board Member of Vinda International Holdings
Ltd. He has been the President&CEO of Svenska Cellulosa Aktiebolaget SCA
(publ.) in 2007-2015, and the President&CEO of Boliden AB in 2001-2007. Prior
to this Johansson has held several executive positions at Swedish and
international corporations.

Harri-Pekka Kaukonen, Ph.D., Computational material physics, M.Sc. (Eng.,
Technical Physics), has been the President and CEO of Sanoma Corporation in
2011-2015. During 2003-2011 he held various executive positions at Oy Karl
Fazer Ab and was a partner at McKinsey&Company in 1999-2003.

Hans Sohlström, M.Sc. (Tech.), M.Sc. (Econ.), has been the President and CEO
of Rettig Group since 2012. Prior to this he has held various executive and
managerial positions at UPM-Kymmene Corporation during 1990-2012. On February
1, 2016, Sohlström will assume the position of President and CEO of Ahlström
Capital Oy.

Riitta Viitala, PhD. (Econ), M.Sc. (Econ), is a professor of management
studies at the University of Vaasa. Prior to this she has worked as a
training manager at Chydenius Institute of the University of Jyväskylä, held
education and development positions at the Central Ostrobothnia and Helia
Universities of Applied Science, and was a personnel development manager at
Finnish Postal Service and an administration manager at Tapio Laakso Oy.
Viitala is a Board member of Ilkka-Yhtymä Oyj and I-Mediat Oy.

All the nominees are considered independent of the Company and of the
significant shareholders of the Company, except for Hans Sohlström who is not
independent of the Company's significant indirect shareholder Ahlström
Capital Oy, where he is appointed President and CEO; and Alexander Ehrnrooth,
who is not independent of the Company's significant shareholder Vimpu
Intressenter Ab, where he is the President and CEO and member of the board.

The nominees have given their consent to the election. Also, the nominees have
brought to the attention of the Shareholders' Nomination Board that if they
become elected, they will select Hans Sohlström as Chairman and Jan Inborr as
Vice Chairman of the Board. CVs of the proposed Board members are available
on the website of the Company (www.ahlstrom.com).

1 Amendment of the Charter of the Shareholders' Nomination Board The
Shareholders' Nomination Board proposes that the Annual General Meeting
resolves to amend the Charter of the Shareholders' Nomination Board mainly
to reflect the reform of the Finnish Corporate Governance Code.

According to the proposal, the Charter of the Shareholders' Nomination Board
shall be amended by adding (i) a right of holders of nominee registered
shares to request their holdings to be taken into account when determining
the right to nominate a member to the Shareholders' Nomination Board, (ii) a
new duty of the Shareholders' Nomination Board to include a recommendation on
who of the proposed members of the Board of Directors shall be elected
Chairman of the Board of Directors, (iii) a new duty of the Shareholders'
Nomination Board to establish principles concerning the diversity of the
Board of Directors, and (iv) a right of the Shareholders' Nomination Board to
receive information on factors affecting the evaluation of the independence
of the members of the Board of Directors, as well as by making certain other
technical amendments.

1 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 approved invoicing.
2 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 Markku Katajisto as the Responsible Auditor.
3 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 instalments 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 Helsinki Ltd 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.

1 Closing of the meeting

B. Documents of the Annual G...

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