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 MARCH 21, 2018 at 15:15 CET

Ahlstrom-Munksjö Oyj's Annual General Meeting was held in Helsinki today. The Annual General Meeting adopted the Financial Statements for 2017 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2017.

Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The AGM resolved to distribute a dividend of EUR 0.52 per share for the fiscal year that ended on December 31, 2017 in accordance with the proposal of the Board of Directors.

The dividend will be paid in two instalments. The first instalment of EUR 0.26 per share shall be paid to a shareholder who on the record date of the payment, March 23, 2018, 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. The payment date for this instalment is April 3, 2018. The second instalment of EUR 0.26 per share shall be paid in September 2018 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 10, 2018. The record date of the payment would be September 12, 2018 and the payment date September 19, 2018, at the latest.

In addition, the AGM resolved to reserve a maximum of EUR 100,000 to be used for donations to charitable or corresponding purposes at the discretion of the Board of Directors. The authorization is valid until the close of the next Annual General Meeting.

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 remains unchanged and is as follows:

The Chairman of the Board shall receive EUR 100,000 a year (previously EUR 100,000), the Vice Chairman EUR 80,000 (EUR 80,000) and the ordinary members EUR 60,000 (EUR 60,000) 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 Human Resources Committee shall annually receive EUR 8,000 (EUR 8,000) and the ordinary members EUR 4,000 (EUR 4,000) each.

The Chairman of the Shareholders’ Nomination Board shall annually receive EUR 8,000 (EUR 8,000) and the ordinary members EUR 4,000 (EUR 4,000) each.

Travel expenses will be reimbursed in accordance with the company's travel policy.

The members of the Board of Directors shall have the right to abstain from receiving remuneration.

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 eight.

The AGM resolved in accordance with the proposal of the Nomination Board that Peter Seligson, Elisabet Salander Björklund, Alexander Ehrnrooth, Johannes Gullichsen, Hannele Jakosuo-Jansson, Harri-Pekka Kaukonen and Pernilla Walfridsson were re-elected. Valerie A. Mars 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/agm2018

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/agm2018 as from April 4, 2018, 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 Peter Seligson as Chairman and Elisabet Salander Björklund as Vice Chairman of the Board.

The Board of Directors appointed two permanent committees, the Audit Committee and the Human Resources Committee. The members of the Audit Committee are Elisabet Salander Björklund (Chair), Alexander Ehrnrooth, Harri-Pekka Kaukonen, Pernilla Walfridsson and Valerie A. Mars.

The members of the Human Resources Committee are Hannele Jakosuo-Jansson (Chair), Peter Seligson and Johannes Gullichsen.

Ahlstrom-Munksjö Oyj

For further information, please contact:

Juho Erkheikki, Investor Relations Manager, tel. +358 50 413 45 83, juho.erkheikki@ahlstrom-munksjo.com

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 2.2 billion and we employ 6,000 people. The Ahlstrom-Munksjö share is listed on the Nasdaq Helsinki and Stockholm. Read more at www.ahlstrom-munksjo.com.