Ahlstrom - Company Announcement

Proposals of the Board of Directors of Ahlstrom Corporation to the Annual General Meeting convening on March 27, 2013

Ahlstrom Corporation STOCK EXCHANGE RELEASE January 31, 2013 at 12.15

Distribution of profits

The distributable funds in the balance sheet of Ahlstrom Corporation as per
December 31, 2012 amount to EUR 526,131,945.20.

Upon the recommendation of the Board's Audit Committee, the Board of Directors
proposes to the Annual General Meeting that, for the fiscal year that ended on
December 31, 2012, a dividend of EUR 0.63 per share be paid from the retained
earnings. As per January 31, 2013, the number of shares of the Company amounts
to 46,670,608 based on which the maximum amount to be distributed as dividend
would be EUR 29,402,483.04. However, no dividend will be paid based on shares
owned by the Company or its subsidiaries on the record date.

The dividend will be paid to shareholders registered in the Register of
Shareholders held by Euroclear Finland Ltd on the record date, April 3, 2013.
The Board proposes that the dividend be paid on April 10, 2013.

Upon the recommendation of the Board's Audit Committee, the Board of Directors
further proposes that EUR 75,000 be reserved to be used for donations at the
discretion of the Board of Directors.

Composition of the Board of Directors and Board remuneration

Upon the recommendation of the Board's Nomination Committee, the Board of
Directors proposes that the number of Board members be seven. The Board members
are elected for the period ending at the close of the next Annual General
Meeting.

In addition, upon the recommendation of the Nomination Committee, the Board of
Directors proposes that Lori J. Cross, Esa Ikäheimonen, Pertti Korhonen, Anders
Moberg and Peter Seligson be re-elected. The current member Sebastian Bondestam,
who has been a member of the Board of Directors of Ahlstrom Corporation since
2001, has informed that he is no longer available for re-election. Therefore it
is proposed that Robin Ahlström, born in 1946, and Daniel Meyer, born in 1967,
be elected as new members of the Board.

Robin Ahlström (M.Sc. (Econ), Stanford and Svenska Handelshögskolan) is Chairman
of the Board of A. Ahlström Osakeyhtiö. He has been working in various executive
positions in finance until 2005, most lately as Group President of Alfred Berg,
Stockholm in Sweden. He is Industrial Advisor of Altor AB, as well as board
member of Antti Ahlström Perilliset Oy, Strongshold AB, Niam AB, Naxs AB, Nacs
AS and Newsec Oy.

Daniel Meyer (HND, International trade) has been working for the Bayer Group in
various positions since 1992, most recently as Executive Vice President and
Member of the Executive Committee of Bayer Materialscience AG. He is Head of the
business unit Coatings, Adhesives and Specialties and the Head of the
Development Businesses & Functional Films. Further he is the functional Head for
Industrial Marketing and the regions NAFTA and Latin Americas. In 2008 he was
President & CEO of Lyttron GmbH, a startup of the Bayer Group.

All the nominees are considered independent of the Company and of the
significant shareholders of the Company, except for Peter Seligson and Robin
Ahlström, who are not independent of the company's significant shareholder Antti
Ahlström Perilliset Oy, where they are board members. Peter Seligson has been a
member of the Board of Directors of Ahlstrom Corporation since 2001. Prior to
this, from 1999 to 2001, Mr Seligson was a member of the Board of Directors of
A. Ahlstrom Corporation, which as a result of a full demerger was dissolved in
2001.

The nominees have given their consent to the election and have stated as their
intention, should they be elected, to elect Pertti Korhonen Chairman and Peter
Seligson Vice Chairman of the Board. Peter Seligson has informed that he is no
longer available for re-election next year. CVs of the proposed Board members
are available on the website of the Company (www.ahlstrom.com).

Upon the recommendation of the Nomination Committee, the Board of Directors
proposes that the remuneration of the Board members remains unchanged. The
remunerations are as follows:

Chairman     EUR 84,000 per year
Vice Chairman   EUR 63,000 per year
Members     EUR 42,000 per year

In addition, the proposed remuneration for attendance at Board meetings is EUR
1,500 per meeting for Board members residing outside Finland. As regards the
permanent Board committees and the Nomination Board, the proposed remuneration
for attendance at committee and the Nomination Board meetings is EUR 1,500 per
meeting. Travel expenses are reimbursed in accordance with the Company's travel
policy.

Auditor and Auditor's remuneration

Upon the recommendation of the Audit Committee, the Board of Directors proposes
that PricewaterhouseCoopers Oy be re-elected as Ahlstrom's auditor and that the
auditor's remuneration be paid according to invoicing. PricewaterhouseCoopers Oy
has designated Authorized Public Accountant Eero Suomela as the Responsible
Auditor.

Authorizations to repurchase and distribute 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 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 4,000,000 shares in the Company, yet always
taking into account the limitations set forth in the Companies' Act as regards
the maximum number of shares owned by or pledged to the Company or its
subsidiaries. The shares may be repurchased only through public trading at the
prevailing market price by using unrestricted shareholders' equity. The rules
and guidelines of NASDAQ OMX Helsinki Oy and Euroclear Finland Ltd shall be
followed in the repurchase.

The authorization includes the right for the Board of Directors to decide upon
all other terms and conditions for the repurchase of the Company's own shares,
or their acceptance as pledge, including the right to decide on the repurchase
of the Company's own shares otherwise than in proportion to the shareholders'
holdings in the Company.

By virtue of the authorization, the Board of Directors has the right to resolve
to distribute a maximum of 4,000,000 own shares held by the Company. The Board
of Directors will be authorized to decide to whom and in which order the own
shares will be distributed. The Board of Directors may decide on the
distribution of the Company's own shares otherwise than in proportion to the
existing pre-emptive right of shareholders to purchase the Company's own shares.
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
in the manner and to the extent decided by the Board of Directors. The Board of
Directors also has the right to decide 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 authorization includes the
right for the Board of Directors to resolve upon all other terms and conditions
for the distribution of the shares held by the Company.

The authorizations for the Board of Directors to repurchase the Company's own
shares, to distribute them as well as to accept them as pledge are valid for 18
months from the close of the Annual General Meeting but will, however, expire at
the close of the next Annual General Meeting, at the latest.

Establishment of a Shareholders' Nomination Board

The  Board of  Directors proposes  that the  Annual General  Meeting resolves to
establish  for an indefinite period a  Shareholders' Nomination Board to prepare
proposals to the Annual General Meeting for the election and remuneration of the
members  of the Board of Directors and  the remuneration of the Board committees
and  the Nomination Board. In  addition, the Board proposes  the adoption of the
attached Charter of the Shareholders' Nomination Board.

According to the proposal, the Nomination Board comprises representatives of the
three  largest shareholders of the Company and,  in addition, of the Chairman of
the  Company's Board of Directors and a  person nominated by the Company's Board
of  Directors as members. The right  to nominate the shareholder representatives
lies  with those three shareholders whose share  of all the voting rights in the
Company  is on May 31 preceding  the next Annual General  Meeting the largest on
the basis of the shareholders' register of the Company held by Euroclear Finland
Ltd. However, holdings by a shareholder who, under the Finnish Securities Market
Act, has the obligation to disclose its shareholdings (flagging obligation) that
are  divided into several funds or registers, will be summed up when calculating
the  share of all the  voting rights, provided that  such shareholder presents a
written  request  to  that  effect  to  the  Chairman  of the Company's Board of
Directors  no later  than on  May 30 preceding  the next Annual General Meeting.
Further,  holdings by  a group  of shareholders,  who have  agreed to nominate a
joint representative to the Nomination Board, will be summed up when calculating
the  share of all the voting rights,  provided that the shareholders in question
present  a joint written request to that effect  together with a copy of such an
agreement  to the Chairman of the Company's  Board of Directors no later than on
May  30 preceding the Annual  General Meeting. Should  a shareholder not wish to
use  its nomination right,  the right transfers  to the next largest shareholder
who would otherwise not have a nomination right.

The Chairman of the Board of Directors convenes the first meeting of the
Nomination Board and the Nomination Board elects a chairman from among its
members. The Nomination Board shall submit its proposals to the Board of
Directors annually, latest on January 31 preceding the next Annual General
Meeting.


Helsinki, January 31, 2013

The Board of Directors


Appendix: Charter of the Shareholders' Nomination Board

Charter of Ahlstrom Corporation's Shareholders' Nomination Board
 1. Purpose of the Nomination Board
Ahlstrom Corporation's (the "Company") Shareholders' Nomination Board is a body
of the Company's shareholders, responsible for preparing annually proposals to
the Annual General Meeting for the election and remuneration of the members of
the Board of Directors and the remuneration of the Board committees and the
Nomination Board. The Nomination Board is also responsible for ensuring that the
Board of Directors and its members maintain and represent a sufficient level of
expertise, knowledge and competence for the needs of the company.

In its work, the Nomination Board shall comply with applicable laws and
regulations (including the rules of NASDAQ OMX Helsinki Ltd and the Finnish
Corporate Governance Code).

This Charter regulates the nomination and composition of the Nomination Board as
well as defines the tasks and duties of the Nomination Board.

 2. Nomination and Composition of the Nomination Board
The Nomination Board consists of five members, three of which represent the
Company's three largest shareholders who, on May 31 preceding the next Annual
General Meeting, hold the largest number of votes calculated of all shares in
the Company. The Chairman of the Board of Directors and a person nominated by
the Company's Board of Directors shall be the other two members of the
Nomination Board.

The largest shareholders of the Company on May 31 are determined on the basis of
the shareholders' register of the Company held by Euroclear Finland Ltd.
Pursuant to this shareholding, the Chairman of the Board of Directors shall
request the three largest shareholders of the Company each to nominate one
member to the Nomination Board. In case two of these shareholders own an equal
number of shares and votes and the representatives of both such shareholders
cannot be appointed to the Nomination Board, the decision shall be made by
drawing lots.

Holdings by a shareholder, who under the Finnish Securities Market Act has the
obligation to disclose its shareholdings (flagging obligation) that are divided
into several funds or registers will be summed up when calculating the share of
all the voting rights, provided that the shareholder presents a written request
to that effect to the Chairman of the Company's Board of Directors no later than
on May 30 preceding the next Annual General Meeting.

Further, holdings by a group of shareholders, who have agreed to nominate a
joint representative to the Nomination Board, will be summed up when calculating
the share of all the voting rights, provided that the shareholders in question
present a joint written request to that effect together with a copy of such an
agreement to the Chairman of the Company's Board of Directors no later than on
May 30 preceding the next Annual General Meeting.

Should a shareholder not wish to use its nomination right, the right transfers
to the next largest shareholder who would otherwise not have a nomination right.

The Chairman of the Board of Directors convenes the first meeting of the
Nomination Board and the Nomination Board shall elect a chairman from among its
members at the notice of which the Nomination Board convenes thereafter.

The composition of the Nomination Board shall be published by the Company
through a stock exchange release once the members of the Nomination Board have
been appointed and the chairman has been elected.

The appointed representative of a shareholder shall resign from the Nomination
Board, if such shareholder transfers more than half of its shareholding and as a
result thereof no longer is amongst the Company's ten largest shareholders. The
Nomination Board may appoint a new member to the Nomination Board to replace the
prematurely vacated seat and shall decide on appointing new members in case the
number of Nomination Board members decreases to less than three during the
members' term of office. The Nomination Board shall offer the vacant seats that
are to be filled to the shareholders of the Company (in the order of
shareholders' number of votes calculated of all shares in the Company) who do
not have a member appointed to the Nomination Board.

The Nomination Board has been established for an indefinite period. The term of
office of the members of the Nomination Board expires at the closing of the next
Annual General Meeting following the appointment.

 3. Duties of the Nomination Board
The duties of the Nomination Board shall include:

a) to prepare and present to the Annual General Meeting a proposal on the
remuneration of the members of the Board of Directors as well as a proposal on
the remuneration of the Board committees and the Nomination Board;

b) to prepare and present to the Annual General Meeting a proposal on the number
of the members of the Board of Directors;

c) to prepare and present to the Annual General Meeting a proposal on the
members of the Board of Directors; and

d) to seek for prospective successors for the members of the Board of Directors.

 4. Decision-making
The Nomination Board shall constitute a quorum when more than half of its
members are present. No decision shall be made unless all members have been
reserved the possibility to consider the matter and to participate in the
meeting.

Decisions of the Nomination Board shall be unanimous. If consensus cannot be
reached, members of the Nomination Board may present their own proposals to the
Annual General Meeting individually or jointly with other members of the
Nomination Board.

All decisions of the Nomination Board shall be recorded in minutes. The minutes
shall be signed by the Chairman of the Nomination Board together with at least
one Nomination Board member.

 5. Tasks of the Chairman of the Nomination Board
The Chairman of the Nomination Board shall direct the activities of the
Nomination Board in order for the Nomination Board to achieve its objectives
efficiently and take duly into account the expectations of the shareholders and
the interests of the Company.

The Chairman shall:

a) convene and chair the meetings of the Nomination Board;

b) supervise that the scheduled meetings of the Nomination Board are duly
convened; and

c) convene unscheduled meetings in case necessary and in any event, within 14
days from a request by a Nomination Board member to that effect.

 6. Preparation of the Proposal on the Board Composition
The Nomination Board shall prepare a proposal to be presented to the Annual
General Meeting on the composition of the Board of Directors. However, any
shareholder of the Company may also make a proposal directly to the Annual
General Meeting in accordance with the Finnish Companies Act.

The Nomination Board shall take into consideration the independence requirements
and other requirements under applicable laws and regulations (including the
Finnish Corporate Governance Code and the rules of NASDAQ OMX Helsinki Ltd).

The Nomination Board shall in its preparations of the proposal on the
composition of the new Board of Directors also take into account the results of
the annual performance evaluation of the Company's Board of Directors conducted
in accordance with the Finnish Corporate Governance Code. The Nomination Board
may also employ the services of an outside consultant in the quest for suitable
candidates.

 7. Proposals to the Annual General Meeting
The Nomination Board shall submit its proposals to the Board of Directors at the
latest on January 31 preceding the next Annual General Meeting. The proposals of
the Nomination Board will be published through a stock exchange release and
included in the notice to the Annual General Meeting. The Nomination Board shall
also present and explain its proposals to the Annual General Meeting.

The Nomination Board shall assess its work annually and it shall also provide a
report on how it conducted its work. The report shall be published in the
Company's Corporate Governance Statement.

 8. Confidentiality
The Nomination Board members and the shareholders they represent shall keep the
information regarding the proposals to the Annual General Meeting confidential
until it has made the final decision and the proposals have been published by
the Company. The Chairman of the Nomination Board shall have the right at
his/her discretion to decide whether the Company should enter into non-
disclosure agreements with the shareholders with respect to their representative
in the Nomination Board.

 9. Amending the Charter and Authorization
The Nomination Board shall review this Charter annually and propose possible
changes to the next Annual General Meeting for adoption. The Nomination Board is
authorized to execute necessary technical updates and amendments to this
Charter.

This Charter has been prepared in Finnish, Swedish and English. In the event of
any discrepancies, the Finnish version shall be decisive.


Ahlstrom in brief
Ahlstrom is a high performance fiber-based materials company, partnering with
leading businesses around the world to help them stay ahead. Our products are
used in a large variety of everyday applications, such as filters, medical gowns
and drapes, diagnostics, wallcoverings, flooring and food packaging. We have a
leading market position in the businesses in which we operate. In 2012,
Ahlstrom's net sales from the continuing operations (excluding Label and
Processing business) amounted to EUR 1 billion. Our 3,800 employees serve
customers in 28 countries on six continents. Ahlstrom's share is quoted on the
NASDAQ OMX Helsinki. More information available at www.ahlstrom.com.


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