Ahlstrom Oyj : Proposals of the Board of Directors of Ahlstrom Corporation to the Annual General Meeting convening on March 27,

Ahlstrom Oyj : Proposals of the Board of Directors of Ahlstrom Corporation to
            the Annual General Meeting convening on March 27, 2013

Ahlstrom Corporation STOCK EXCHANGE RELEASE January 31, 2013 at 12.15

Distribution of profits

The distributable funds in the balance sheet of Ahlstrom Corporation as per
December 31, 2012 amount to EUR 526,131,945.20.

Upon the recommendation of the Board's Audit Committee, the Board of Directors
proposes to the Annual General Meeting that, for the fiscal year that ended on
December 31, 2012, a dividend of EUR 0.63 per share be paid from the retained
earnings. As per January 31, 2013, the number of shares of the Company amounts
to 46,670,608 based on which the maximum amount to be distributed as dividend
would be EUR 29,402,483.04. However, no dividend will be paid based on shares
owned by the Company or its subsidiaries on the record date.

The dividend will be paid to shareholders registered in the Register of
Shareholders held by Euroclear Finland Ltd on the record date, April 3, 2013.
The Board proposes that the dividend be paid on April 10, 2013.

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

Composition of the Board of Directors and Board remuneration

Upon the recommendation of the Board's Nomination Committee, the Board of
Directors proposes 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.

In addition, 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 been working in
various executive positions in finance until 2005, most lately as Group
President of Alfred Berg, Stockholm in 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.

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).

Upon the recommendation of the Nomination Committee, the Board of Directors
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
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 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.

Auditor and Auditor's remuneration

Upon the recommendation of the Audit Committee, the Board of Directors
proposes that PricewaterhouseCoopers Oy be re-elected as Ahlstrom's auditor
and that the auditor's remuneration be paid according to invoicing.
PricewaterhouseCoopers Oy has designated Authorized Public Accountant Eero
Suomela as the Responsible Auditor.

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 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.

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 the attached 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.

Helsinki, January 31, 2013

The Board of Directors

Appendix: Charter of the Shareholders' Nomination Board

Charter of Ahlstrom Corporation's Shareholders' Nomination Board

1.Purpose of the Nomination Board

Ahlstrom Corporation's (the "Company") Shareholders' Nomination Board is a
body of the Company's shareholders, responsible for preparing annually
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. The Nomination Board is also responsible
for ensuring that the Board of Directors and its members maintain and
represent a sufficient level of expertise, knowledge and competence for the
needs of the company.

In its work, the Nomination Board shall comply with applicable laws and
regulations (including the rules of NASDAQ OMX Helsinki Ltd and the Finnish
Corporate Governance Code).

This Charter regulates the nomination and composition of the Nomination Board
as well as defines the tasks and duties of the Nomination Board.

2.Nomination and Composition of the Nomination Board

The Nomination Board consists of five members, three of which represent the
Company's three largest shareholders who, on May 31 preceding the next Annual
General Meeting, hold the largest number of votes calculated of all shares in
the Company. The Chairman of the Board of Directors and a person nominated by
the Company's Board of Directors shall be the other two members of the
Nomination Board.

The largest shareholders of the Company on May 31 are determined on the basis
of the shareholders' register of the Company held by Euroclear Finland Ltd.
Pursuant to this shareholding, the Chairman of the Board of Directors shall
request the three largest shareholders of the Company each to nominate one
member to the Nomination Board. In case two of these shareholders own an equal
number of shares and votes and the representatives of both such shareholders
cannot be appointed to the Nomination Board, the decision shall be made by
drawing lots.

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 the 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 next 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 shall elect a chairman from among
its members at the notice of which the Nomination Board convenes thereafter.

The composition of the Nomination Board shall be published by the Company
through a stock exchange release once the members of the Nomination Board have
been appointed and the chairman has been elected.

The appointed representative of a shareholder shall resign from the Nomination
Board, if such shareholder transfers more than half of its shareholding and as
a result thereof no longer is amongst the Company's ten largest shareholders.
The Nomination Board may appoint a new member to the Nomination Board to
replace the prematurely vacated seat and shall decide on appointing new
members in case the number of Nomination Board members decreases to less than
three during the members' term of office. The Nomination Board shall offer the
vacant seats that are to be filled to the shareholders of the Company (in the
order of shareholders' number of votes calculated of all shares in the
Company) who do not have a member appointed to the Nomination Board.

The Nomination Board has been established for an indefinite period. The term
of office of the members of the Nomination Board expires at the closing of the
next Annual General Meeting following the appointment.

3.Duties of the Nomination Board

The duties of the Nomination Board shall include:

a) to prepare and present to the Annual General Meeting a proposal on the
remuneration of the members of the Board of Directors as well as a proposal on
the remuneration of the Board committees and the Nomination Board;

b) to prepare and present to the Annual General Meeting a proposal on the
number of the members of the Board of Directors;

c) to prepare and present to the Annual General Meeting a proposal on the
members of the Board of Directors; and

d) to seek for prospective successors for the members of the Board of
Directors.

4.Decision-making

The Nomination Board shall constitute a quorum when more than half of its
members are present. No decision shall be made unless all members have been
reserved the possibility to consider the matter and to participate in the
meeting.

Decisions of the Nomination Board shall be unanimous. If consensus cannot be
reached, members of the Nomination Board may present their own proposals to
the Annual General Meeting individually or jointly with other members of the
Nomination Board.

All decisions of the Nomination Board shall be recorded in minutes. The
minutes shall be signed by the Chairman of the Nomination Board together with
at least one Nomination Board member.

5.Tasks of the Chairman of the Nomination Board

The Chairman of the Nomination Board shall direct the activities of the
Nomination Board in order for the Nomination Board to achieve its objectives
efficiently and take duly into account the expectations of the shareholders
and the interests of the Company.

The Chairman shall:

a) convene and chair the meetings of the Nomination Board;

b) supervise that the scheduled meetings of the Nomination Board are duly
convened; and

c) convene unscheduled meetings in case necessary and in any event, within 14
days from a request by a Nomination Board member to that effect.

6.Preparation of the Proposal on the Board Composition

The Nomination Board shall prepare a proposal to be presented to the Annual
General Meeting on the composition of the Board of Directors. However, any
shareholder of the Company may also make a proposal directly to the Annual
General Meeting in accordance with the Finnish Companies Act.

The Nomination Board shall take into consideration the independence
requirements and other requirements under applicable laws and regulations
(including the Finnish Corporate Governance Code and the rules of NASDAQ OMX
Helsinki Ltd).

The Nomination Board shall in its preparations of the proposal on the
composition of the new Board of Directors also take into account the results
of the annual performance evaluation of the Company's Board of Directors
conducted in accordance with the Finnish Corporate Governance Code. The
Nomination Board may also employ the services of an outside consultant in the
quest for suitable candidates.

7.Proposals to the Annual General Meeting

The Nomination Board shall submit its proposals to the Board of Directors at
the latest on January 31 preceding the next Annual General Meeting. The
proposals of the Nomination Board will be published through a stock exchange
release and included in the notice to the Annual General Meeting. The
Nomination Board shall also present and explain its proposals to the Annual
General Meeting.

The Nomination Board shall assess its work annually and it shall also provide
a report on how it conducted its work. The report shall be published in the
Company's Corporate Governance Statement.

8.Confidentiality

The Nomination Board members and the shareholders they represent shall keep
the information regarding the proposals to the Annual General Meeting
confidential until it has made the final decision and the proposals have been
published by the Company. The Chairman of the Nomination Board shall have the
right at his/her discretion to decide whether the Company should enter into
non-disclosure agreements with the shareholders with respect to their
representative in the Nomination Board.

9.Amending the Charter and Authorization

The Nomination Board shall review this Charter annually and propose possible
changes to the next Annual General Meeting for adoption. The Nomination Board
is authorized to execute necessary technical updates and amendments to this
Charter.

This Charter has been prepared in Finnish, Swedish and English. In the event
of any discrepancies, the Finnish version shall be decisive.

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.

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Source: Ahlstrom Oyj via Thomson Reuters ONE
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