Corporate Governance

Ahlstrom Holding 3 Oy’s Corporate Governance

Ahlstrom Holding 3 Oy (“Ahlstrom” or the “Group”) is a Finnish public limited liability company. In its corporate governance, Ahlstrom complies with applicable laws and regulations, including without limitation, the Finnish Limited Liability Companies Act (624/2006, as amended) (“Companies Act”), as well as the Company’s Articles of Association

Corporate Governance Structure

Ahlstrom’s governance is based on a clear division of duties between the shareholders, the Board of Directors (the “Board”), and the CEO. The shareholders’ meeting is the forum for the shareholders to assert their decision-making powers as owners of the company. The Board and the CEO are responsible for the management of the company, and the Executive Management Team (EMT) supports the CEO in this task.

Shareholders’ Meeting

The Shareholders’ Meeting is composed of the shareholders of the company and is the company’s highest decision-making body. Its tasks and procedures are defined in the Companies Act and the Company’s Articles of Association. Certain important matters, such as amending the Articles of Association, adoption of the Financial Statements, approval of the dividend, return of equity to the shareholders, repurchase and distribution of company shares, election of the members of the Board and the auditors fall within the sole jurisdiction of the Shareholders’ Meeting.

The Annual General Meeting of the shareholders is convened by the Board and handles the matters presented on the agenda by the Board. The Annual General Meeting shall be held within six (6) months of the end of the financial year. An Extraordinary General Meeting shall be held whenever the Board deems necessary, the auditor of the company or shareholders with at least 10 per cent of the shares so demand in writing in order to deal with a given matter, or if this is otherwise required by law. The shareholders of the company may also resolve on matters within the mandate of the Shareholders’ Meeting through written resolutions.