Notice of Ahlstrom-Munksjö's Annual General Meeting

AHLSTROM-MUNKSJÖ OYJ STOCK EXCHANGE RELEASE April 8, 2021 at 15:40 EEST 

Notice is given to the shareholders of Ahlstrom-Munksjö Oyj (“Ahlstrom-Munksjö” or the “company”) to the Annual General Meeting to be held on Thursday, May 6, 2021 starting at 10.00 a.m. (EEST) at the Ahlstrom-Munksjö Group Head Office at the address Alvar Aallon katu 3 C, FI-00101, Helsinki, Finland. 

The company’s Board of Directors has resolved on exceptional meeting procedures based on the temporary legislation approved by the Finnish Parliament on October 2, 2020. In order to curb the spread of the Covid-19 pandemic, the Annual General Meeting will be organized without shareholders’ and their proxy representatives’ presence at the Annual General Meeting venue. Shareholders can participate in the Annual General Meeting and use their shareholder rights only by voting in advance either personally or through a proxy representative, by submitting counterproposals in advance and by asking questions in advance. Proxy representatives must also vote in advance. For further instructions, please refer to Section C. “Instructions for participants in the Annual General Meeting” of this notice. The company’s Board of Directors, Executive Management Team, Auditor and the director candidates will not attend the Annual General Meeting. There will be no addresses and no webcast will be provided. 

This notice includes the proposals received by the Board of Directors from SPA Holdings 3 Oy, the largest shareholder of the company. Shareholders representing at least one hundredth (1/100) of all the shares in the company have the right to pose counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote, as further detailed under Section C below.  

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 
   
   Attorney-at-law Johan Aalto will act as Chairman of the Annual General Meeting. Should attorney-at-law Johan Aalto for a weighty reason not be able to act as Chairman of the Annual General Meeting, the company’s Board of Directors will appoint another person that it deems most suitable to act as Chairman. 
    
3. Election of persons to scrutinize the minutes and to supervise the counting of votes 
   
   Ahlstrom-Munksjö’s Manager, Legal Affairs Marja Naulapää-Sipilä will scrutinise the minutes and supervise the counting of votes at the Annual General Meeting. Should Marja Naulapää-Sipilä for a weighty reason not be able to attend these tasks, the company’s Board of Directors will appoint another person that it deems most suitable to scrutinise the minutes and 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 
   
   Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to have attended the Annual General Meeting. The list of votes will be adopted based on information delivered by Euroclear Finland Oy. 
    
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2020 
   
   As shareholders can only participate in the Annual General Meeting by voting in advance, the company’s Annual & Sustainability Report 2020, which has been published by a stock exchange release on 25 February 2021, will be deemed to have been presented to the Annual General Meeting. The company’s Annual & Sustainability Report 2020 includes the company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, and it has also been made available on the company’s website at www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/. 
    
7. Adoption of the Financial Statements 
    
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend  
   
   The distributable funds on the balance sheet of Ahlstrom-Munksjö Oyj as per December 31, 2020 amounted to EUR 901,057,524.65. 
   
   Upon the recommendation of the Audit Committee, the Board of Directors proposes that no dividend is paid.  
   
   The company has been informed that its largest shareholder, SPA Holdings 3 Oy, supports the Board of Directors’ proposal that no dividend shall be paid. Because SPA Holdings 3 Oy holds over 90 percent of the shares and votes in the company, a minority dividend pursuant to Chapter 13, Section 7 of the Finnish Companies Act cannot become payable in the Annual General Meeting. Thus, shareholders will not be able to vote for a minority dividend in the advance voting process. 
    
9. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability 
    
10. Presentation and adoption of the Remuneration Report 
    
    The Board of Directors proposes to the Annual General Meeting that it adopts, through an advisory resolution, the company’s Remuneration Report. 
    
    As shareholders can only participate in the Annual General Meeting by voting in advance, the company’s Remuneration Report 2020, which has been published by a stock exchange release on 25 February 2021, will be deemed to have been presented to the Annual General Meeting. The company’s Remuneration Report 2020 has also been made available on the company’s website at www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/. 
     
11. Resolution on the remuneration of the members of the Board of Directors  
    
    SPA Holdings 3 Oy proposes to the Annual General Meeting that the remuneration of the Board of Directors and Board Committees of Ahlstrom-Munksjö be as follows: 
    
    The Chairman of the Board shall receive an annual remuneration of EUR 130,000, the Vice Chairman an annual remuneration of EUR 90,000 and the ordinary members an annual remuneration of EUR 65,000 each.  
    
    The Chairman of the Audit Committee shall annually receive EUR 15,000 and the ordinary members of the Audit Committee EUR 7,500 each. The Chairman of the Human Resources Committee shall annually receive EUR 10,000 and the ordinary members of the Human Resources Committee EUR 5,000 each. 
    
    Travel expenses are proposed to be reimbursed in accordance with the company's travel policy. 
    
    It is further proposed that each of the members of the Board of Directors shall have the right to abstain from receiving remuneration.  
     
12. Resolution on the number of members of the Board of Directors 
    
    SPA Holdings 3 Oy proposes to the Annual General Meeting that the number of members of the Board of Directors of Ahlstrom-Munksjö be seven (7). 
     
13. Election of members of the Board of Directors 
    
    SPA Holdings 3 Oy proposes to the Annual General Meeting that Alexander Ehrnrooth, Lasse Heinonen, Halvor Meyer Horten, Peter Seligson, Ivano Sessa, Michael Siefke and Karl-Henrik Sundström are re-elected as members of the Board of Directors.  
    
    All members of the Board of Directors are elected for a term of office ending at the close of the Annual General Meeting 2022. 
    
    The nominees have indicated that if elected they will elect Ivano Sessa as the Chairman of the Board of Directors. 
    
    The nominees have given their consent to the election. 
    
    CVs of the proposed members of the Board of Directors are available on the company’s website at https://www.ahlstrom-munksjo.com/investors/corporate-governance/board/board-of-directors/. 
     
14. 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 accepted by the company.  
     
15. Election of Auditor 
    
    Upon the recommendation of the Audit Committee, the Board of Directors proposes that KPMG Oy Ab be re-elected as the company’s auditor. KPMG Oy Ab has designated Authorised Public Accountant Anders Lundin as the Responsible Auditor.  
     
16. Authorization of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares 
    
    The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the issuance of shares and/or special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act, in one or several instalments, either against payment or without payment. The authorization would consist 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 % of all the company’s shares at the time of the proposal. The Board of Directors would be authorized to resolve to issue either new shares or dispose of the treasury shares in the possession of the company. 
    
    The authorization could be used for the financing or execution of acquisitions or other business arrangements, to strengthen the balance sheet and financial position of the company, for implementing the company’s share-based incentive plans, or for other purposes determined by the Board of Directors. 
    
    The authorization also includes the right to decide on a share issue without consideration to the company itself, subject to the provisions of the Finnish Companies’ Act on the maximum amount of shares owned by the company or its subsidiaries.  
    
    The Board of Directors would be 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 authorization is proposed to be 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 authorization shall revoke the company’s share issue authorization resolved upon by the Extraordinary General Meeting on, February 19, 2021. 
     
17. Authorization of the Board of Directors to resolve on the repurchase of 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 on the repurchase of the company’s own shares as well as on the acceptance of them as pledge. The number of shares to be repurchased or accepted as pledge by virtue of the authorization shall not exceed 11,500,000 own shares in the company, which corresponds to approximately 10 % of all the company´s shares at the time of the proposal, 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 either through a tender offer made to all shareholders on equal terms or in another proportion than that of the existing shareholdings of the shareholders in the company in public trading at the prevailing market price. The shares would be repurchased with funds from the company’s unrestricted shareholders’ equity.  
    
    The shares would be repurchased for purposes determined by the Board of Directors, to be retained as treasury shares, or cancelled. The Board of Directors would be authorized to resolve on all other terms and conditions regarding the repurchase of the company’s own shares or acceptance thereof as pledge.  
    
    The authorization is proposed to be 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 authorization shall revoke the company’s authorization regarding the repurchase of own shares resolved upon by the Annual General Meeting on March 25, 2020. 
     
18. Authorization of the Board of Directors to resolve on donations 
    
    The Board of Directors further proposes that the Annual General Meeting authorizes the Board of Directors at its discretion to resolve on donations in a total maximum of EUR 220,000 to charitable or corresponding purposes. The authorization is valid until the close of the next Annual General Meeting. 
     
19. Closing of the meeting 

B. Documents of the Annual General Meeting 

This notice, which contains the proposals made to the Annual General Meeting, is available on the company’s website at www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/. Other documents, which according to the Finnish Companies Act shall be kept available for the shareholders, will be available on the above-mentioned website as from April 15, 2021, at the latest. A copy of the notice or and other documents kept available for the shareholders will be sent to shareholders upon request.  

The minutes of the Annual General Meeting will be available on the above-mentioned website as from May 20, 2021, at the latest. 

C. Instructions for participants in the Annual General Meeting 

1. Right to participate 
   
   Each shareholder, who is registered on the record date of the Annual General Meeting, on April 26, 2021, in the shareholders’ register of the company maintained by Euroclear Finland Oy, 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. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting. 
   
   Instructions for shareholders whose shares are registered in the register of the company's shareholders maintained by Euroclear Sweden AB are set out below under Section C3 “Registration and voting in advance for shareholders whose shares are registered in Euroclear Sweden AB”. 
   
   Instructions for holders of nominee registered shares are set out below under Section C5 “Holders of nominee registered shares”. 
    
2. Registration and voting in advance for shareholders whose shares are registered on a Finnish book-entry account 
   
   Registration for the Annual General Meeting and advance voting will begin on April 14, 2021 at 12.00 noon (EEST). A shareholder who is registered in the shareholders’ register of the company and who wishes to participate in the Annual General Meeting, must register for the Annual General Meeting and vote in advance no later than by April 29, 2021 at 4.00 p.m. (EEST), by which time the votes must have been received. 
   
   A shareholder whose shares are registered on his/her Finnish book-entry account can register and vote in advance on certain matters on the agenda of the Annual General Meeting from April 14, 2021 at 12.00 noon (EEST) until April 29, 2021 at 4.00 p.m. (EEST) by the following means: 
   
   a) electronically by utilizing Euroclear Finland’s electronic general meeting service accessible at www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/ 
   
   Registering and voting in advance requires strong electronic identification (Finnish bank codes or Mobile ID) for natural persons and business ID and the book-entry account number for legal persons. 
   
   b) by email or ordinary mail 
   
   A shareholder may send Euroclear Finland’s advance voting form available on the company’s website to Euroclear Finland Oy by email to yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Oy, Yhtiökokous / Ahlstrom-Munksjö Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland. The Euroclear Finland advance voting form will become available on www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/ once the registration and advance voting begins on April 14, 2021 at 12.00 noon (EEST) or shortly thereafter. 
   
   A shareholder’s advance votes are taken into account if he/she registers and votes in advance in accordance with the applicable instructions and duly provides all required information in connection thereto before the expiry of the registration and advance voting period.  
   
   Instructions relating to the advance voting will also be available on the company's website at www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/.  
   
   In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal data given to the company by shareholders and proxy representatives is only used in connection with the Annual General Meeting and with the processing of related necessary registrations. 
    
3. Registration and voting in advance for shareholders whose shares are registered in Euroclear Sweden AB  
   
   A shareholder, whose shares are registered in the register of the company's shareholders maintained by Euroclear Sweden AB, shall in order to register and vote in advance act as follows:   
   
   i) the shareholder has to be entered in the register of the company's shareholders maintained by Euroclear Sweden AB on April 26, 2021.  
   
   A shareholder whose shares are nominee registered in the register of the company's shareholders maintained by Euroclear Sweden AB, shall, in order to fulfill the requirement (i) above temporarily re-register his/her shares under his/her name in the register. Such re-registration must be made at the latest by April 28, 2021. A shareholder who wishes such temporary re-registration must contact his/her custodian bank well in advance before April 28, 2021 and ask the custodian bank to temporarily register the shareholder in the register of the company's shareholders maintained by Euroclear Sweden AB.  
   
   ii) in addition, the shareholder must register and vote in advance from April 14, 2021 at 12.00 noon (EEST) until April 28, 2021 at 4.00 p.m. (EEST) by the following means: 
   
   a) electronically through the link on the company’s website www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/ with Swedish bank ID (https://anmalan.vpc.se/euroclearproxy; registering and voting in advance through the link is only available for natural persons); or alternatively 
   
   b)  by sending the Euroclear Sweden advance voting form available on the company’s website by e-mail to  GeneralMeetingService@euroclear.com or by regular mail to Euroclear Sweden AB, “Ahlstrom-Munksjö AGM 2021”, Box 191, SE-101 23 Stockholm, Sweden. The Euroclear Sweden advance voting form will become available on www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/ once the registration and advance voting begins on April 14, 2021 at 12.00 noon (EEST) or shortly thereafter. 
   
   A shareholder’s advance votes are taken into account if he/she registers and votes in advance in accordance with the applicable instructions and duly provides all required information in connection thereto before the expiry of the registration and advance voting period.  
   
   Instructions relating to the advance voting will also be available on the company's website at www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/.  
   
   In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal data given to the company by shareholders and proxy representatives is only used in connection with the Annual General Meeting and with the processing of related necessary registrations. 
    
4. Proxy representatives and powers of attorney  
   
   A shareholder may authorise a proxy representative to register and vote in advance on behalf of the shareholder. Proxy representatives cannot attend the meeting physically and must also vote in advance in the manner described in this notice. A proxy and voting instructions template will become available on www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/ once the registration and advance voting begins on April 14, 2021 at 12.00 noon (EEST) or shortly thereafter. 
   
   Authorising a proxy representative requires that:  
   
   a) If registration and advance voting occurs through Euroclear Finland’s electronic general meeting service on Ahlstrom-Munksjö’s website: duly populated proxy documents should be delivered primarily by email to yhtiokokous@ahlstrom-munksjo.com or by ordinary mail to Ahlstrom-Munksjö Oyj, AGM / Tarja Saikkonen, Alvar Aallon katu 3 C, P.O. Box 329, FI-00101 Helsinki, Finland before the end of the registration and advance voting period, by which time the proxy documents must have been received. Proxy representatives can only register and vote in advance on behalf of corporate shareholders in Euroclear Finland’s general meeting service. Natural persons must register and vote in advance themselves by using Finnish bank codes or Mobile ID; or 
   
   b) If registration and advance voting occurs by populating Euroclear Finland’s or Euroclear Sweden’s advance voting forms to be made available on Ahlstrom-Munksjö’s website on April 14, 2021: duly populated proxy documents should be delivered to Euroclear Finland or Euroclear Sweden, as applicable, together with the signed and duly populated advance voting form, in accordance with the instructions and by the applicable deadlines set out in the relevant form.  
   
   Only delivering proxy documents to the company, Euroclear Finland or Euroclear Sweden does not result in the shareholder’s advance votes being registered and taken into account. The successful registration of a shareholder and his/her advance votes also requires that the proxy representative registers and votes in advance on behalf of the shareholder in the manner set out in this notice.  
   
   If a shareholder wishes to participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, separate proxies for each book-entry account needs to be provided and the shares by which each proxy representative represents the shareholder shall be identified in the proxy documents. 
   
   Holders of nominee registered shares should register and vote in advance in accordance with the instructions set out below under Section C5 “Holders of nominee registered shares”. 
    
5. Holders of nominee registered shares  
   
   A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, on April 26, 2021, would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by May 3, 2021 by 10:00 a.m. (EEST). As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting. 
   
   A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above. The account management organization of the custodian bank shall also take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares. 
   
   Further information on these matters can also be found on the company’s website mentioned above. 
    
6. Counterproposals, right to ask questions and other information  
   
   Shareholders representing at least one hundredth (1/100) of all the shares in the company have the right to pose counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by email to yhtiokokous@ahlstrom-munksjo.com at the latest by April 13, 2021 at 4:00 p.m. (EEST), by which time the counterproposals must be received by the company.  
   
   In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Annual General Meeting represent at least one hundredth (1/100) of all shares in the company. If a counterproposal is not eligible for voting at the Annual General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The company will publish potential counterproposals eligible for voting on the company‘s website at www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/ on April 14, 2021, at the latest. 
   
   A shareholder has the right to ask questions with respect to the matters to be considered at the Annual General Meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act. Such questions must be sent by email to yhtiokokous@ahlstrom-munksjo.com by April 22, 2021 at 4:00 p.m. (EEST), by which time the questions must be received by the company.  
   
   Such questions by shareholders, responses to such questions by the company‘s management as well as other counterproposals than those eligible for voting will be available on the company‘s website at www.ahlstrom-munksjo.com/Investors/Corporate-governance/General-Meeting/agm-2021/ on April 27, 2021, at the latest. In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.  
   
   On the date of this notice to the Annual General Meeting, April 8, 2021, the total number of shares in Ahlstrom-Munksjö amounts to 115,653,315 and said shares have 115,653,315 votes in total. 
   
   Helsinki, April 8, 2021 
   
   AHLSTROM-MUNKSJÖ OYJ 
   
   The Board of Directors 

For further information: 

Johan Lindh, Vice President, Group Communications and Investor Relations, + 358 10 888 4994, johan.lindh@ahlstrom-munksjo.com 

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