Decisions taken by the Extraordinary General Meeting and the organization meeting of the Board of Directors

AHLSTROM-MUNKSJÖ OYJ   STOCK EXCHANGE RELEASE    FEBRUARY 19, 2021, 11:30 EET

Ahlstrom-Munksjö Oyj’s Extraordinary General Meeting (the “EGM”) was held on 19 February 2021 at the Ahlstrom-Munksjö Group Head Office in Helsinki. In order to curb the spread of the Covid-19 pandemic, the EGM was organized in accordance with the temporary act (677/2020) so that shareholders could participate in the EGM and use their shareholder rights only by voting, by submitting counterproposals and by asking questions in advance. 97 898 899 shares and votes, corresponding to approximately 84.65 percent of the total number of shares and votes in Ahlstrom-Munksjö were represented at the meeting. The EGM supported all the proposals made to the EGM by at least approximately 95.41 percent of the shares represented at the EGM.

Composition of the Board of Directors

The EGM resolved in accordance with the proposal made to the EGM that the number of members of the Board of Directors shall be seven (7). 

The EGM resolved in accordance with the proposal made to the EGM that Alexander Ehrnrooth and Lasse Heinonen were re-elected as members of the Board of Directors and Halvor Meyer Horten, Peter Seligson, Ivano Sessa, Michael Siefke and Karl-Henrik Sundström were elected as new members of the Board of Directors.

All members of the Board of Directors were elected for a term of office starting at the close of the EGM and ending at the close of the Annual General Meeting 2021.

Resolution on the remuneration of the members of the Board of Directors

The EGM resolved in accordance with the proposal made to the EGM that:

• The remuneration of those Board members who were re-elected shall remain unchanged and be paid as resolved by the Annual General Meeting of Ahlstrom-Munksjö held on March 25, 2020;
• The remuneration of those current Board members that were not re-elected shall be paid as resolved by the Annual General Meeting of Ahlstrom-Munksjö held on March 25, 2020 as if their term would have ended at the close of the Annual General Meeting 2021; and
• The remuneration of those directors elected as new members of the Board of Directors shall be paid as resolved by the Annual General Meeting of Ahlstrom-Munksjö held on March 25, 2020 in proportion to the length of their term.

It was further resolved in accordance with the proposal made to the EGM that the members of the Board of Directors shall have the right to abstain from receiving remuneration.

Resolution on the disbandment of the Shareholders’ Nomination Board

The EGM resolved in accordance with the proposal made to the EGM that the Shareholders’ Nomination Board was disbanded with immediate effect.

Resolution to amend the authorisation of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares granted by the Annual General Meeting of Ahlstrom-Munksjö held on March 25, 2020

The EGM resolved in accordance with the proposal made to the EGM to amend the authorisation of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares granted by the Annual General Meeting of Ahlstrom-Munksjö held on March 25, 2020 (the “Authorisation”) as follows: 

The authorisation consists of a maximum of 115,000,000 shares in the aggregate (including shares to be received based on special rights), which corresponds to approximately 100 percent of all the company’s shares.

No other changes were made to the Authorisation, which consequently otherwise remains in force in the form approved by the said Annual General Meeting. Accordingly, the Board of Directors is authorized to resolve on all other terms and conditions of the issuance of shares and special rights entitling to shares, including the right to derogate from the pre-emptive right of the shareholders. 

The amended authorisation is valid until the close of the Annual General Meeting 2021.

Resolution to instruct the Board of Directors of Ahlstrom-Munksjö to investigate whether it would be in the interest of the company to change its domicile from Helsinki to another EU country, including changing its corporate form to a Societas Europaea

The EGM resolved in accordance with the proposal made to the EGM to instruct the Board of Directors of Ahlstrom-Munksjö to investigate whether it would be in the interest of the company to change its domicile from Helsinki to another EU country, including changing its corporate form to an SE company.

The meeting minutes of the EGM

The minutes of the meeting will be available on www.ahlstrom-munksjo.com/egm-2021 as from March 5, 2021, at the latest.

Decisions taken by the Board of Directors after the EGM

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 EGM, elected Ivano Sessa as Chairman of the Board.

The Board of Directors resolved to appoint two permanent committees, the Audit and Sustainability Committee as well as the Human Resources Committee. The members of the Audit and Sustainability Committee are Halvor Meyer Horten (Chair), Alexander Ehrnrooth, Lasse Heinonen and Ivano Sessa. The members of the Human Resources Committee are Ivano Sessa (Chair), Peter Seligson and Michael Siefke.  

For further information, please contact 

Johan Lindh, Vice President, Group Communications and Investor Relations, + 358 10 888 4994

Ahlstrom-Munksjö in brief
Ahlstrom-Munksjö is a global leader in fiber-based materials, supplying innovative and sustainable solutions to its customers. Our mission is to expand the role of fiber-based solutions for sustainable everyday life. Our offering includes filter materials, release liners, food and beverage processing materials, decor papers, abrasive and tape backings, electrotechnical paper, glass fiber materials, medical fiber materials, diagnostics and energy storage solutions, as well as a range of specialty papers for industrial and consumer end-uses. Our annual net sales is about EUR 2.7 billion and we employ some 7,800 people. Read more at www.ahlstrom-munksjo.com