AHLSTROM-MUNKSJÖ OYJ STOCK EXCHANGE RELEASE
Notice is given to the shareholders of
The company's Board of Directors has resolved on exceptional meeting procedures based on the temporary legislation approved by the Finnish Parliament on
On
On
Pursuant to the Combination Agreement, as soon as the Offeror has publicly announced that it will complete the Tender Offer, the Board of Directors of
A. Matters on the agenda of the Extraordinary General Meeting
At the Extraordinary General Meeting the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-law
3. Election of persons to scrutinize the minutes and to 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 Extraordinary General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to have attended the Extraordinary General Meeting.
6. Resolution on the number of members of the Board of Directors
It is proposed to the Extraordinary General Meeting that it resolves that the number of members of the Board of Directors be seven (7).
7.
Changes to the composition of the Board of Directors
It is proposed to the Extraordinary General Meeting that it resolves that:
All members of the Board of Directors are elected for a term of office starting at the close of the Extraordinary General Meeting and ending at the close of the Annual General Meeting 2021. The term of office of the current Board members not proposed to be re-elected would end upon the commencement of the term of the aforementioned Board members.
The nominees have indicated that if elected they will elect
According to information received, all nominees have given their consent to the election. CVs of the proposed members of the Board of Directors will be available on
8.
Resolution on the remuneration of the members of the Board of Directors
It is proposed to the Extraordinary General Meeting that it resolves that:
·
The remuneration of those Board members who will be re-elected shall remain unchanged and be paid as resolved by the Annual General Meeting of
·
The remuneration of those current Board members that will not be re-elected shall be paid as resolved by the Annual General Meeting of
·
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
It is further proposed that each of the members of the Board of Directors shall have the right to abstain from receiving remuneration.
9.
Resolution on the disbandment of the Shareholders' Nomination Board
It is proposed to the Extraordinary General Meeting that it resolves that the Shareholders' Nomination Board is disbanded so that the decision would become effective immediately upon having been taken by the Extraordinary General Meeting.
10.
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
It is proposed to the Extraordinary General Meeting that it resolves 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
Current Amended wording
wording
"The "The authorisation would consist of a maximum of 115,000,000
authorisation shares in the aggregate (including shares to be received based
would consist on special rights), which corresponds to approximately 100
of a maximum percent of all the company's shares at the time of the
of 11,500,000 proposal."
shares in the
aggregate
(including
shares to be
received
based on
special
rights),
which
corresponds
to
approximately
10 percent of
all the
company's
shares at the
time of the
proposal."
No other changes would be made to the Authorisation, which consequently would otherwise remain in force in the form approved by the said Annual General Meeting. Accordingly, 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 amended authorisation would be valid until the close of the Annual General Meeting 2021.
11.
Resolution to instruct the Board of Directors of
Many leading European companies with an international shareholder base and global business, have determined that the Societas Europaea corporate form (SE company) has been beneficial to them. The transformation into an SE company has also made it easier for the companies concerned to change domicile. The appropriate domicile and corporate form may e.g. provide easier access to the international financial markets and overall international recognition.
It is proposed to the Extraordinary General Meeting that it resolves to instruct the Board of Directors of
12.
Closing of the meeting
B.
Documents of the Extraordinary General Meeting
This notice, which contains the proposals made to the Extraordinary General Meeting, is available on the company's website at www.ahlstrom-munksjo.com/egm-2021. A copy of this notice will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as from
C.
Instructions for participants in the Extraordinary General Meeting
1.
1.
Right to participate
Each shareholder, who is registered on the record date of the Extraordinary General Meeting, on
Instructions for shareholders whose shares are registered in the register of the company's shareholders maintained by
Instructions for holders of nominee registered shares are set out below under Section C5 "Holders of nominee registered shares".
1.
2.
Registration and voting in advance for shareholders whose shares are registered on a Finnish book-entry account
Registration for the Extraordinary General Meeting and advance voting will begin on
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 Extraordinary General Meeting from
a) electronically by utilizing Euroclear Finland's electronic general meeting service accessible at www.ahlstrom-munksjo.com/egm-2021
The shareholder's Finnish personal identity code or business ID and book-entry account number is needed to be able to vote in advance electronically.
b) by email or ordinary mail
A shareholder may send Euroclear Finland's advance voting form available on the company's website to
A shareholder's advance votes are registered and 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/egm-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 Extraordinary General Meeting and with the processing of related necessary registrations.
1.
3.
Registration and voting in advance for shareholders whose shares are registered in
A shareholder, whose shares are registered in the register of the company's shareholders maintained by
1.
1.
i.
the shareholder has to be entered in the register of the company's shareholders maintained by
A shareholder whose shares are nominee registered in the register of the company's shareholders maintained by
1.
1.
ii.
in addition, the shareholder must register and vote in advance from
a) electronically through the link on the company's website www.ahlstrom-munksjo.com/egm-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
Instructions relating to the advance voting will also be available on the company's website at www.ahlstrom-munksjo.com/egm-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 Extraordinary General Meeting and with the processing of related necessary registrations.
1.
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/egm-2021 once the registration and advance voting begins on
Authorising a proxy representative requires that:
a) If registration and advance voting occurs through Euroclear Finland's electronic general meeting service on
b) If registration and advance voting occurs by populating Euroclear Finland's or
Only delivering proxy documents to the company, Euroclear Finland or
If a shareholder wishes to participate in the Extraordinary 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".
1.
5.
Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, on
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 Extraordinary 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 Extraordinary 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.
1.
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 Extraordinary 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
In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the Extraordinary General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Extraordinary 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 Extraordinary 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/egm-2021 on
A shareholder has the right to ask questions with respect to the matters to be considered at the Extraordinary 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
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/egm-2021 on
On the date of this notice to the Extraordinary General Meeting,
AHLSTROM-MUNKSJÖ OYJ
The Board of Directors
Additional information
https://news.cision.com/ahlstrom-munksjo/r/notice-of-ahlstrom-munksjo-s-extraordinary-general-meeting,c3273429
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