Ahlstrom Oyj : Notice of Ahlstrom Corporation's Annual General Meeting

    Ahlstrom Oyj : Notice of Ahlstrom Corporation's Annual General Meeting

Ahlstrom Corporation STOCK EXCHANGE RELEASE January 31, 2013 at 12.10

Notice is given to the shareholders of Ahlstrom Corporation to the Annual
General Meeting to be held on Wednesday, March 27, 2013 at 1:00 p.m. at the
Finlandia Hall, Mannerheimintie 13 e, Helsinki, Finland (entrance M1 from
Mannerheimintie and K1 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 a.m. 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 2012

    - 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.

    Upon the recommendation of the Audit Committee, the Board of Directors
    proposes that a dividend of EUR 0.63 per share be paid. The dividend will
    be paid to shareholders registered on the record date, April 3, 2013, in
    the Register of Shareholders of the Company held by Euroclear Finland Ltd.
    The Board proposes that the dividend be paid on April 10, 2013. 

Upon the recommendation of the Audit Committee, the Board of Directors further
proposes that a maximum of EUR 75,000 be reserved to be used for donations at
the discretion of the Board of Directors.

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

    Upon the recommendation of the Nomination Committee, the Board of
    Directors proposes that the remuneration of the Board members remains
    unchanged, i.e. as follows: a yearly remuneration of EUR 84,000 be paid to
    the Chairman, EUR 63,000 to the Vice Chairman and EUR 42,000 to the other
    Board members. 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 Nomination
    Board, the proposed remuneration for attendance at committee and the
    Nomination Board meetings is EUR 1,500 per meeting. Travel expenses are
    reimbursed in accordance with the Company's travel policy.
    

11.Resolution on the number of members of the Board of Directors

    Upon the recommendation of the Nomination Committee, the Board of
    Directors proposes that the number of Board members be seven.
    

12.Election of members of the Board of Directors

    Upon the recommendation of the Nomination Committee, the Board of
    Directors proposes that Lori J. Cross, Esa Ikäheimonen, Pertti Korhonen,
    Anders Moberg and Peter Seligson be re-elected. The current member
    Sebastian Bondestam, who has been a member of the Board of Directors of
    Ahlstrom Corporation since 2001, has informed that he is no longer
    available for re-election. Therefore it is proposed that Robin Ahlström,
    born in 1946, and Daniel Meyer, born in 1967, be elected as new members of
    the Board. 

Robin Ahlström (M.Sc. (Econ), Stanford and Svenska Handelshögskolan) is
Chairman of the Board of A. Ahlström Osakeyhtiö. He has held various executive
positions in finance until 2005, most recently as Group President of Alfred
Berg, in Stockholm, Sweden. He is Industrial Advisor of Altor AB, as well as
board member of Antti Ahlström Perilliset Oy, Strongshold AB, Niam AB, Naxs
AB, Nacs AS and Newsec Oy.

Daniel Meyer (HND, International trade) has been working for the Bayer Group
in various positions since 1992, most recently as Executive Vice President and
Member of the Executive Committee of Bayer Materialscience AG. He is Head of
the business unit Coatings, Adhesives and Specialties and the Head of the
Development Businesses & Functional Films. Further he is the functional Head
for Industrial Marketing and the regions NAFTA and Latin Americas. In 2008 he
was President & CEO of Lyttron GmbH, a startup of the Bayer Group.

The Board members 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 Peter
Seligson and Robin Ahlström, who are not independent of the company's
significant shareholder Antti Ahlström Perilliset Oy, where they are board
members. Peter Seligson has been a member of the Board of Directors of
Ahlstrom Corporation since 2001. Prior to this, from 1999 to 2001, Mr Seligson
was a member of the Board of Directors of A. Ahlstrom Corporation, which as a
result of a full demerger was dissolved in 2001.

The nominees have given their consent to the election and have stated as their
intention, should they be elected, to elect Pertti Korhonen Chairman and Peter
Seligson Vice Chairman of the Board. Peter Seligson has informed that he is no
longer available for re-election next year. CVs of the proposed Board members
are available on the website of the Company (www.ahlstrom.com).

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.
    

14.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 Eero Suomela as the Responsible Auditor.
    

15.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
    installments 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 OMX Helsinki Oy 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.

16.Establishment of a Shareholders' Nomination Board

The Board of Directors proposes that the Annual General Meeting resolves to
establish for an indefinite period a Shareholders' Nomination Board to prepare
proposals to the Annual General Meeting for the election and remuneration of
the members of the Board of Directors and the remuneration of the Board
committees and the Nomination Board. In addition, the Board proposes the
adoption of a Charter of the Shareholders' Nomination Board.

According to the proposal, the Nomination Board comprises representatives of
the three largest shareholders of the Company and, in addition, of the
Chairman of the Company's Board of Directors and a person nominated by the
Company's Board of Directors as members. The right to nominate the shareholder
representatives lies with those three shareholders whose share of all the
voting rights in the Company is on May 31 preceding the next Annual General
Meeting the largest on the basis of the shareholders' register of the Company
held by Euroclear Finland Ltd. However, holdings by a shareholder who, under
the Finnish Securities Market Act, has the obligation to disclose its
shareholdings (flagging obligation) that are divided into several funds or
registers, will be summed up when calculating the share of all the voting
rights, provided that such shareholder presents a written request to that
effect to the Chairman of the Company's Board of Directors no later than on
May 30 preceding the next Annual General Meeting. Further, holdings by a group
of shareholders, who have agreed to nominate a joint representative to the
Nomination Board, will be summed up when calculating the share of all the
voting rights, provided that the shareholders in question present a joint
written request to that effect together with a copy of such an agreement to
the Chairman of the Company's Board of Directors no later than on May 30
preceding the Annual General Meeting. Should a shareholder not wish to use its
nomination right, the right transfers to the next largest shareholder who
would otherwise not have a nomination right.

The Chairman of the Board of Directors convenes the first meeting of the
Nomination Board and the Nomination Board elects a chairman from among its
members. The Nomination Board shall submit its proposals to the Board of
Directors annually, latest on January 31 preceding the next Annual General
Meeting.

17.Closing of the meeting
    

B. Documents of the Annual General Meeting

The aforesaid proposals of the Board of Directors relating to the agenda of
the Annual General Meeting as well as this notice are available on the
Company's website at www.ahlstrom.com/agm. The Annual Report of Ahlstrom
Corporation, including the Financial Statements, the Report of Operations and
the Auditor's Report, is available on the above-mentioned website as from
March 6, 2013, at the latest. The proposals of the Board of Directors and the
Financial Statements are also available at the meeting. Copies of these
documents and of this notice will be sent to shareholders upon request. The
minutes of the meeting will be available on the above-mentioned website as
from April 10, 2013.

C. Instructions for the participants in the Annual General Meeting

1.The right to participate and registration

    Each shareholder, who is registered on March 15, 2013 in the shareholders'
    register of the Company held 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 22, 2013 at 4:00 p.m., at the latest. Such notice can be given:
    

       *on the Company's website (www.ahlstrom.com/agm), 

       *by email to yhtiokokous@ahlstrom.com, 

       *by mail to Ahlstrom Corporation, AGM, P.O.B. 329, 00101 Helsinki,
         Finland, 

       *by telefax to +358 (0)10 888 4709, or 

       *by phone during office hours to +358 (0)10 888 4726
         

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
Corporation 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 Company's 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 is advised to request necessary
    instructions regarding the registration to be temporarily entered into the
    shareholders' register, the issuing of proxy documents and registration
    for the Annual General Meeting from his/her custodian bank well in
    advance. 

If a holder of nominee registered shares is entitled to be registered in the
shareholders' register on the record date March 15, 2013, the shareholder may
in accordance with the instructions from his/her custodian bank request to be
temporarily entered into the shareholders' register of the Company in order to
participate in the Annual General Meeting, at the latest on March 22, 2013 at
10.00 a.m. A holder of nominee registered shares is considered to have
registered for the Annual General Meeting if he/she has been temporarily
recorded in the shareholders' register as described above. Further information
on these matters can also be found on the Company's website mentioned above.

4.Other instructions and information

    On the date of this notice to the Annual General Meeting, January 31,
    2013, the total number of shares in Ahlstrom Corporation amounts to
    46,670,608 and said shares have 46,670,608 votes in total.

    After the meeting coffee will be served in the lobby of the Finlandia
    Hall. 

Helsinki, January 31, 2013

AHLSTROM CORPORATION

The Board of Directors

Car park at Q-Park Finlandia

Please note  that the  parking at  the Finlandia  Hall has  been changed.  The 
entrance to the car park is  on the Karamzininranta -street. When  registering 
at the meeting, please  ask for a  free parking ticket.  When leaving the  car 
park, first  enter the  normal parking  ticket into  the payment  machine  and 
thereafter the free parking ticket.

Ahlstrom in brief
Ahlstrom is a high performance fiber-based materials company, partnering with
leading businesses around the world to help them stay ahead. Our products are
used in a large variety of everyday applications, such as filters, medical
gowns and drapes, diagnostics, wallcoverings, flooring and food packaging. We
have a leading market position in the businesses in which we operate. In 2012,
Ahlstrom's net sales from the continuing operations (excluding Label and
Processing business) amounted to EUR 1 billion. Our 3,800 employees serve
customers in 28 countries on six continents. Ahlstrom's share is quoted on the
NASDAQ OMX Helsinki. More information available at www.ahlstrom.com.

------------------------------------------------------------------------------

This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: Ahlstrom Oyj via Thomson Reuters ONE
HUG#1674506
 
Press spacebar to pause and continue. Press esc to stop.