Ahlstrom-Munksjö Oyj: Decisions taken by the Annual General Meeting and the organization meeting of the Board of Directors
AHLSTROM-MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE MAY 16, 2017 at 16:22 CEST
Ahlstrom-Munksjö Oyj's Annual General Meeting was held in Helsinki today. The Annual General Meeting adopted the Financial Statements for 2016 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2016.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The AGM resolved in accordance with the proposal of the Board of Directors that no dividend will be paid for the fiscal year 2016.
Resolution on the payment of funds from the reserve for invested unrestricted equity
The AGM resolved, based on the financial statements of the company for 2016, on the payment of funds from the reserve for invested unrestricted equity as return of equity in the amount of EUR 0.23 per share.
The return of equity shall be paid in September 2017 to a shareholder who on the record date of the payment is registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd or in the register of shareholders maintained by Euroclear Sweden AB, which, together with the payment date, shall be resolved by the Board of Directors in its meeting scheduled for September 4, 2017. The record date of the payment would be September 6, 2017 and the payment date September 13, 2017, at the latest.
Resolution on the remuneration of the members of the Board of Directors and the Shareholders’ Nomination Board
The AGM resolved in accordance with the proposal of the Shareholders’ Nomination Board (Nomination Board) that the annual remuneration of the Board of Directors, Board Committees and Nomination Board is as follows:
The Chairman of the Board shall receive EUR 100,000 a year (previously EUR 80,000), the Vice Chairmen EUR 80,000 (EUR 50,000) each and the ordinary members EUR 60,000 (EUR 40,000) each. The Chairman of the Audit Committee shall annually receive EUR 12,000 (EUR 12,000) and the ordinary members of the committee EUR 6,000 (EUR 6,000) each.
The Chairman of the Strategy Committee shall annually receive EUR 12,000 and the ordinary members of the committee EUR 6,000 each, and that the Chairman of the Human Resources Committee (previously Remuneration Committee) shall annually receive EUR 8,000 (EUR 6,000) and the ordinary members EUR 4,000 (EUR 3,000) each.
The Chairman of the Shareholders’ Nomination Board shall annually receive EUR 8,000 (EUR 6,000) and the ordinary members EUR 4,000 (EUR 3,000) each.
Travel expenses will be reimbursed in accordance with the company's travel policy.
Resolution on the number of members of the Board of Directors and election of members of the Board of Directors
The AGM resolved in accordance with the proposal of the Nomination Board that the number of Board members to be nine.
The AGM resolved in accordance with the proposal of the Nomination Board that Hans Sohlström, Peter Seligson, Elisabet Salander Björklund, Alexander Ehrnrooth, Jan Inborr, Harri-Pekka Kaukonen, Johannes Gullichsen and Hannele Jakosuo-Jansson were re-elected. Pernilla Walfridsson was elected as new member of the Board.
The Board members were elected for the period ending at the close of the next Annual General Meeting. The CVs of the Board members are available at www.ahlstrom-munksjo.com.
Election of Auditor and resolution on the remuneration of the Auditor
The AGM resolved in accordance with the proposal of the Board to re-elect KPMG Oy Ab as the company’s auditor. KPMG Oy Ab has designated Authorised Public Accountant Anders Lundin as the Responsible Auditor.
The AGM resolved in accordance with the proposal of the Board that the auditor’s remuneration be paid according to invoicing accepted by the company.
Authorizations to repurchase and distribute the company’s own shares as well as to accept them as pledge
The AGM authorized 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 8,000,000 own shares in the company, 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 in another proportion than that of the existing shareholdings of the shareholders in the company. The shares shall be repurchased in public trading at the prevailing market price by using unrestricted shareholders’ equity.
The Board of Directors is authorized to resolve on all other terms and conditions regarding the repurchase of the company’s own shares or their acceptance as pledge.
By virtue of the authorization, the Board of Directors has the right to resolve on the distribution of a maximum of 8,000,000 own shares held by the company in one or several instalments.
The authorization includes the right for the Board of Directors to resolve upon all terms and conditions of the distribution of shares held by the company, including the right to derogate from the pre-emptive right of the shareholders. 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 or for other purposes determined by the Board of Directors. The Board of Directors has also the right to resolve 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 authorizations are 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 minutes of the Annual General Meeting
The minutes of the meeting will be available on www.ahlstrom-munksjo.com/agm as from May 30, 2017, at the latest.
Decisions taken by the Board of Directors after the AGM
Election of the Chairman of the Board and the members of the permanent committees
The organization meeting of the Board of Directors, which was held immediately after the General Meeting, elected Hans Sohlström as Chairman and Peter Seligson and Elisabet Salander Björklund as Vice Chairmen of the Board.
The Board of Directors appointed three permanent committees, the Audit Committee, the Strategy Committee, and the Human Resources Committee (previously Remuneration Committee). The members of the Audit Committee are Elisabet Salander Björklund (Chair), Alexander Ehrnrooth, Harri-Pekka Kaukonen and Pernilla Walfridsson.
The members of Strategy Committee are Peter Seligson (Chair), Alexander Ehrnrooth and Jan Inborr. The members of the Human Resources Committee are Hans Sohlström (Chair), Johannes Gullichsen and Hannele Jakosuo-Jansson.
For further information, please contact:
Juho Erkheikki, Investor & Media Relations Manager, tel. +358 50 413 45 83, firstname.lastname@example.org
Ahlstrom-Munksjö in brief
Ahlstrom-Munksjö is a global leader in fiber-based materials, supplying innovative and sustainable solutions to customers worldwide. Our offerings include decor paper, filter media, release liners, abrasive backings, nonwovens, electrotechnical paper, glass fiber materials, food packaging and labeling, tape, medical fiber materials and solutions for diagnostics. Combined annual net sales are about EUR 2.15 billion and we employ 6,000 people. The Ahlstrom-Munksjö share is listed on the Nasdaq Helsinki and Stockholm. The company was formed on April 1, 2017 through the merger of Ahlstrom Corporation and Munksjö Oyj. Read more at www.ahlstrom-munksjo.com.