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2021-04-08

Notice of Ahlstrom-Munksjö's Annual General Meeting

AHLSTROM-MUNKSJÖ OYJ STOCK EXCHANGE RELEASE April 8, 2021 at 15:40 EEST 

Notice is given to the shareholders of Ahlstrom-Munksjö Oyj ("Ahlstrom-Munksjö" or the "company") to the Annual General Meeting to be held on Thursday, May 6, 2021 starting at 10.00 a.m. (EEST) at the Ahlstrom-Munksjö Group Head Office at the address Alvar Aallon katu 3 C, FI-00101, Helsinki, Finland. 

The company's Board of Directors has resolved on exceptional meeting procedures based on the temporary legislation approved by the Finnish Parliament on October 2, 2020. In order to curb the spread of the Covid-19 pandemic, the Annual General Meeting will be organized without shareholders' and their proxy representatives' presence at the Annual General Meeting venue. Shareholders can participate in the Annual General Meeting and use their shareholder rights only by voting in advance either personally or through a proxy representative, by submitting counterproposals in advance and by asking questions in advance. Proxy representatives must also vote in advance. For further instructions, please refer to Section C. "Instructions for participants in the Annual General Meeting" of this notice. The company's Board of Directors, Executive Management Team, Auditor and the director candidates will not attend the Annual General Meeting. There will be no addresses and no webcast will be provided. 

This notice includes the proposals received by the Board of Directors from SPA Holdings 3 Oy, the largest shareholder of the company. Shareholders representing at least one hundredth (1/100) of all the shares in the company have the right to pose counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote, as further detailed under Section C below.  

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 
Attorney-at-law Johan Aalto will act as Chairman of the Annual General Meeting. Should attorney-at-law Johan Aalto for a weighty reason not be able to act as Chairman of the Annual General Meeting, the company's Board of Directors will appoint another person that it deems most suitable to act as Chairman. 
 
3. Election of persons to scrutinize the minutes and to supervise the counting of votes 
Ahlstrom-Munksjö's Manager, Legal Affairs Marja Naulapää-Sipilä will scrutinise the minutes and supervise the counting of votes at the Annual General Meeting. Should Marja Naulapää-Sipilä for a weighty reason not be able to attend these tasks, the company's Board of Directors will appoint another person that it deems most suitable to scrutinise the minutes and 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 
Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to have attended the Annual General Meeting. The list of votes will be adopted based on information delivered by Euroclear Finland Oy. 
 
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2020 
As shareholders can only participate in the Annual General Meeting by voting in advance, the company's Annual & Sustainability Report 2020, which has been published by a stock exchange release on 25 February 2021, will be deemed to have been presented to the Annual General Meeting. The company's Annual & Sustainability Report 2020 includes the company's Financial Statements, the Report of the Board of Directors and the Auditor's Report, and it has also been made available on the company's website at www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/...
 
7. Adoption of the Financial Statements 
 
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend  
The distributable funds on the balance sheet of Ahlstrom-Munksjö Oyj as per December 31, 2020 amounted to EUR 901,057,524.65. 
Upon the recommendation of the Audit Committee, the Board of Directors proposes that no dividend is paid.  
The company has been informed that its largest shareholder, SPA Holdings 3 Oy, supports the Board of Directors' proposal that no dividend shall be paid. Because SPA Holdings 3 Oy holds over 90 percent of the shares and votes in the company, a minority dividend pursuant to Chapter 13, Section 7 of the Finnish Companies Act cannot become payable in the Annual General Meeting. Thus, shareholders will not be able to vote for a minority dividend in the advance voting process. 
 
9. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability 
 
10. Presentation and adoption of the Remuneration Report 
The Board of Directors proposes to the Annual General Meeting that it adopts, through an advisory resolution, the company's Remuneration Report. 
As shareholders can only participate in the Annual General Meeting by voting in advance, the company's Remuneration Report 2020, which has been published by a stock exchange release on 25 February 2021, will be deemed to have been presented to the Annual General Meeting. The company's Remuneration Report 2020 has also been made available on the company's website at www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/...
 
11. Resolution on the remuneration of the members of the Board of Directors  
SPA Holdings 3 Oy proposes to the Annual General Meeting that the remuneration of the Board of Directors and Board Committees of Ahlstrom-Munksjö be as follows: 
The Chairman of the Board shall receive an annual remuneration of EUR 130,000, the Vice Chairman an annual remuneration of EUR 90,000 and the ordinary members an annual remuneration of EUR 65,000 each.  
The Chairman of the Audit Committee shall annually receive EUR 15,000 and the ordinary members of the Audit Committee EUR 7,500 each. The Chairman of the Human Resources Committee shall annually receive EUR 10,000 and the ordinary members of the Human Resources Committee EUR 5,000 each. 
Travel expenses are proposed to be reimbursed in accordance with the company's travel policy. 
It is further proposed that each of the members of the Board of Directors shall have the right to abstain from receiving remuneration.  
 
12. Resolution on the number of members of the Board of Directors 
SPA Holdings 3 Oy proposes to the Annual General Meeting that the number of members of the Board of Directors of Ahlstrom-Munksjö be seven (7). 
 
13. Election of members of the Board of Directors 
SPA Holdings 3 Oy proposes to the Annual General Meeting 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.  
All members of the Board of Directors are elected for a term of office ending at the close of the Annual General Meeting 2022. 
The nominees have indicated that if elected they will elect Ivano Sessa as the Chairman 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 https://www.ahlstrom-munksjo.com/investors/corporate-governance/board/board-of-directors/. 
 
14. 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.  
 
15. 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 Authorised Public Accountant Anders Lundin as the Responsible Auditor.  
 
16. Authorization of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares 
The Board of Directors proposes that the Annual General Meeting authorizes 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 would consist 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 would be authorized to resolve to issue either new shares or dispose of the treasury shares in the possession of the company. 
The authorization could 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 would be 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 proposed to be 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. The authorization shall revoke the company's share issue authorization resolved upon by the Extraordinary General Meeting on, February 19, 2021. 
 
17. 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 Board of Directors proposes that the Annual General Meeting authorizes 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 would be authorized to resolve on all other terms and conditions r...

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