Proposals of the Board of Directors of Ahlstrom Corporation to the Annual General Meeting convening
(Thomson Reuters ONE) - Ahlstrom Corporation STOCK EXCHANGE RELEASE 3.2.2010 at 12.20The Board of Directors of Ahlstrom Corporation has decided to convene the AnnualGeneral Meeting on Wednesday, March 31, 2010 at 1:00 p.m. Finnish time. Noticeto the meeting will be published later. The Board of Directors will submit thefollowing proposals to the Annual General Meeting:Distribution of profitsThe distributable funds in the balance sheet of Ahlstrom Corporation as perDecember 31, 2009 amount to EUR 652,268,818.91.The Board of Directors proposes to the Annual General Meeting that, for thefiscal year that ended on December 31, 2009, a dividend of EUR 0.55 per share bepaid from the retained earnings. As per February 3, 2010, the number of sharesof the Company amounts to 46,670,608 based on which the maximum amount to bedistributed as dividend would be EUR 25,668,834.40.The dividend will be paid to shareholders registered in the Register ofShareholders held by Euroclear Finland Ltd on the record date, April 7, 2010.The Board proposes that the dividend be paid on April 14, 2010.Composition of the Board of Directors and Board remunerationUpon the recommendation of the Board's Compensation and Nomination Committee,the Board of Directors proposes that the number of Board members be six. TheBoard members are elected for the period ending at the close of the next AnnualGeneral Meeting.In addition, it is proposed that Thomas Ahlstr?Sebastian Bondestam, AndersMoberg, Bertel Paulig and Peter Seligson be re-elected. The current members JanInborr and Martin N?ern have informed that after several years on the Boardof Directors of Ahlstrom Corporation they are no longer available forre-election. Therefore it is proposed that Lori J. Cross, born in 1960, beelected as a new member of the Board.Summary of the CV of Lori J. CrossEducation:- 1986 Executive MBA- 1983 Master of Science, Biomedical Systems EngineeringCareer Highlights:- 2007 - Present, MindSpan Consulting, LLC (President)- 2003 - 2007 VIASYS Healthcare· VIASYS Healthcare, Inc. (Executive Vice President)· VIASYS Neurocare (Group President)- 1989 - 2003 Instrumentarium· 1998 - 2003 Datex-Ohmeda (Group President, ADVENT Business Group)· 1997 - 1998 Datex-Engstrom (General Manager, Global SolutionsBusiness)· 1989 - 1997 Datex Medical Instrumentation, Inc. (Vice President,Product Development and Marketing)- 1987 - 1989 Smith & Nephew Richards Dyonics Division (Senior ProductManager)Board and other Professional Memberships:- Mortensen, Matzelle and Meldrum Insurance, Inc.- Electrosonic Group Oy Ab- NeuroMatrix, LLC,- Center for Advanced Studies in Business (University of Wisconsin)- Anesthesia Patient Safety Foundation (past membership)- Adjunct Professor at University of WisconsinAll the nominees are considered independent of the Company and the significantshareholders of the Company and they have given their consent to the election.CVs of the proposed Board members are available on the website of the Company(www.ahlstrom.com).Upon the recommendation of the Compensation and Nomination Committee, the Boardof Directors proposes that the remuneration of the Board members be as follows:Chairman EUR 72,000 per yearMembers EUR 36,000 per yearIn addition, the proposed remuneration for attendance at Board meetings is EUR1,200 per meeting for Board members residing outside Finland. As regards thepermanent Board committees, the proposed remuneration for attendance atcommittee meetings is EUR 1,200 per meeting. Travel expenses are reimbursed inaccordance with the Company's travel policy.Auditor and Auditor's remunerationUpon the recommendation of the Audit Committee, the Board of Directors proposesthat PricewaterhouseCoopers Oy be re-elected as Ahlstrom's auditor and that theauditor's remuneration be paid according to invoicing. PricewaterhouseCoopers Oyhas designated Authorized Public Accountant Eero Suomela as auditor in charge.Authorizations to repurchase and distribute the Company's own sharesThe Board of Directors proposes that the Annual General Meeting authorizes theBoard of Directors to resolve to repurchase and to distribute the Company's ownshares on the following conditions:The number of shares to be repurchased by virtue of the authorization shall notexceed 4,500,000 shares in the Company, yet always taking into account thelimitations set forth in the Companies' Act. The shares may be repurchased onlythrough public trading at the prevailing market price by using unrestrictedshareholders' equity. The rules and guidelines of NASDAQ OMX Helsinki Oy andEuroclear Finland Ltd shall be followed in the repurchase.The authorization includes the right for the Board of Directors to decide uponother terms and conditions for the repurchase including the right to decide onthe repurchase of the Company's own shares otherwise than in proportion to theshareholders' holdings in the Company.By virtue of the authorization, the Board of Directors has the right to resolveto distribute a maximum of 4,500,000 own shares held by the Company. The Boardof Directors will be authorized to decide to whom and in which order the ownshares will be distributed. The Board of Directors may decide on thedistribution of the Company's own shares otherwise than in proportion to theexisting pre-emptive right of shareholders to purchase the Company's own shares.The shares may be used as consideration in acquisitions and in otherarrangements as well as to implement the Company's share-based incentive plansin the manner and to the extent decided by the Board of Directors. The Board ofDirectors has also the right to decide on the distribution of the shares inpublic trading for the purpose of financing possible acquisitions.The authorizations for the Board of Directors to repurchase the Company's ownshares and to distribute them are valid for 18 months from the close of theAnnual General Meeting but will, however, expire at the close of the next AnnualGeneral Meeting, at the latest.Amendment to the Articles of AssociationIn order to simplify the Company's Articles of Association and to make itcompliant with the provisions of the current Companies' Act, the Board ofDirectors proposes that the Annual General Meeting resolves to amend theArticles of Association as follows:- the current Article 3 be amended to read as follows:"3 § The shares of the Company belong to the book-entry securities system."- the current Article 9 be amended to read as follows:"9 § General Meetings shall be convened by a notice published on the Company'swebsite not earlier than three (3) months and not later than three (3) weeksprior to the meeting. The convocation shall, however, never be made later thannine (9) days before the record date of the General Meeting. In addition topublishing the notice on the Company's website, the Board of Directors maydecide to publish it, in whole or in part, through such other means ofcommunication as it deems appropriate.In order to attend a General Meeting, shareholders must notify the Company bythe date stated in the notice of the meeting, which date may be no earlier thanten (10) days prior to the meeting."Authorization to donate funds to Finnish universities and for the public goodThe Board of Directors proposes that the Annual General Meeting authorizes theBoard of Directors, at its own discretion, to support Finnish universities withan amount not exceeding EUR 500,000. In addition, the Board of Directorsproposes that EUR 35,000 be reserved to be used for the public good at thediscretion of the Board of Directors.Ahlstrom CorporationThe Board of DirectorsFor further information, please contact:Gustav Adlercreutz, Senior Vice President, Legal Affairs, General Counsel, tel.+358 (0)10 888 4727Distribution:NASDAQ OMX HelsinkiMain mediawww.ahlstrom.com
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Datum: 03.02.2010 - 05:21 Uhr
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