Notice to Huhtamäki Oyj's Annual General Meeting of Shareholders
HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 30.3.2012 AT 08:00
Notice is given to the shareholders of Huhtamäki Oyj (the "Company") to the Annual General Meeting of Shareholders to be held on Tuesday, April 24, 2012, at 13.00 in Finlandia Hall, Congress Wing, Mannerheimintie 13 e, Helsinki. The reception of shareholders who have registered for the meeting and the distribution of voting tickets will commence at 12.00. Coffee will be served after the meeting.
- Matters on the agenda of the Annual General Meeting of Shareholders
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and the list of votes
- Presentation of the Annual Accounts including the Consolidated Annual Accounts, the Report of the Board of Directors and the Auditor's Report for the year 2011
Review by the CEO
- Adoption of the Annual Accounts including the Consolidated Annual Accounts
- Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes, based on the balance sheet adopted for the financial period ended on December 31, 2011, that a dividend of EUR 0.46 per share would be paid. The dividend is proposed to be paid to a shareholder who on the record date April 27, 2012 is registered as a shareholder in the Company's shareholders' register maintained by Euroclear Finland Ltd. The Board of Directors proposes that the dividend would be paid on May 7, 2012.
No significant changes have taken place in the Company's financial position since the end of the financial year. The Company's liquidity position is good and the proposed distribution does not, in the view of the Board of Directors, risk the Company's ability to fulfill its obligations.
- Resolution on the discharge of the members of the Board of Directors and the CEO from liability
- Resolution on the remuneration of the members of the Board of Directors
The Annual General Meeting held on April 20, 2011 confirmed the following annual remuneration for the members of the Board of Directors: for the Chairman EUR 100,000, for the Vice-Chairman EUR 60,000 and for other members EUR 50,000. In addition, a meeting fee of EUR 600 per meeting shall be paid to all members for the Board and Board Committee meetings they attend. Traveling expenses shall be compensated in accordance with the Company policy. In addition, the Chairman of the Board of Directors has a mobile phone benefit.
The Nomination Committee of the Board of Directors proposes that the remuneration for the members of the Board of Directors would be otherwise kept unchanged, except that a meeting fee of EUR 2,000 per meeting would be paid to the Chairman of the Audit Committee of the Board of Directors and a meeting fee of EUR 1,000 per meeting would be paid to other members of the Audit Committee for the Audit Committee meetings they attend.
- Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the Board of Directors would consist of eight (8) members.
- Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that to the Board of Directors, until the end of the Annual General Meeting of Shareholders following the election, would be re-elected Ms. Eija Ailasmaa, Mr. William R. Barker, Mr. Rolf Börjesson, Mr. Mikael Lilius, Mr. Jukka Suominen and Ms. Sandra Turner.
The current member of the Board of Directors Ms. Siaou-Sze Lien has notified the Company that she will not stand for re-election to the Board of Directors.
The Nomination Committee proposes that Mr. Pekka Ala-Pietilä and Ms. Maria Mercedes Corrales would be elected as new members of the Board of Directors.
Mr. Pekka Ala-Pietilä (born 1957) has been Co-founder and the Chief Executive Officer of Blyk Services Ltd between 2006 and 2011. Before that Mr. Ala-Pietilä acted in several positions in Nokia Corporation between 1984 and 2005. From 1992, he served as a member of the Group Executive Board and between 1992 and 1998 as the President of Nokia Mobile Phones. Between 1999 and 2005 he was the President of Nokia Corporation. Mr. Ala-Pietilä's current key positions of trust are Chairman of the Board of Directors of Solidium Oy, member of the Supervisory Board of SAP AG and member of the Board of Directors of Pöyry PLC. Mr. Ala-Pietilä holds M.Sc. (Econ), D.Sc. (Econ) h.c. and D.Sc. (Tech) h.c. degrees.
Ms. Maria Mercedes Corrales (born 1949) worked for Starbucks Corporation between 2006 and 2010 first as Representative Director, CEO/COO for Starbucks Japan and later as Corporate Senior Vice President & President, Asia Pacific Division. Prior to joining Starbucks, Ms. Corrales worked in Levi Strauss & Co. for 32 years in several executive positions in Asia and Latin America. Her latest position was President and Representative Director & Regional Vice President, North Asia (Japan, Greater China and South Korea). Ms. Corrales' current key position of trust is member of the Board of Directors of Fraser and Neave, Limited, a Singapore-based conglomerate. Ms. Corrales holds MBA and B.Sc. (Business Management) degrees.
All the individuals proposed above have given their consent to the election.
- Resolution on the remuneration of the Auditor
The Audit Committee of the Board of Directors proposes that the Auditor's remuneration would be paid against an approved invoice.
- Election of the Auditor
The Audit Committee of the Board of Directors proposes that Authorized Public Accountant firm Ernst & Young Oy would be elected as Auditor for the financial year January 1 - December 31, 2012. Ernst & Young Oy has announced M.Sc. (Econ), Mr. Harri Pärssinen, APA, to be the Auditor with principal responsibility.
- Proposal by the Board of Directors to amend Article 9 of the Articles of Association
The Board of Directors proposes that Article 9 of the Articles of Association would be amended so that the notice of the General Meeting of Shareholders can be published on the Company's website as an alternative to publishing the notice in a newspaper. After the amendment, Article 9 of the Articles of Association would read as follows:
"9 § Notice of the General Meeting of Shareholders
The General Meeting of Shareholders shall be convened by a notice published in a national daily newspaper or on the Company's website, not earlier than two (2) months and no later than three (3) weeks prior to the date of the General Meeting of Shareholders but at least nine (9) days prior to the record date of the General Meeting of Shareholders.
In order to be entitled to attend the meeting, the shareholder shall have to notify the Company of the intention to attend by the date specified in the notice to the meeting, which date may not be earlier than ten (10) days prior to the meeting."
- Proposal by the Board of Directors to authorize the Board of Directors to decide on conveyance of the Company's own shares
The Board of Directors proposes that the Board of Directors would be authorized to decide on conveyance of the Company's own shares either against payment or without payment on the following terms and conditions:
Shareholder's pre-emption right and directed conveyance of shares
The Board of Directors has the right to decide to whom and in which order the Company's own shares are conveyed. The shares may be conveyed:
- to the Company's shareholders in proportion to their current shareholdings in the Company; or
- waiving the shareholder's pre-emption right, through a directed conveyance of shares if the Company has a weighty financial reason to do so, such as using the shares as consideration in possible mergers and acquisitions and other business arrangements, to finance investments or as a part of the Company's incentive program. The directed conveyance of shares may be carried out without payment only if there is, taking into account the interests of the Company and all the shareholders, an especially weighty financial reason for the Company to do so.
Maximum number of shares
A maximum number of 4,591,089 Company's own shares that are in the Company's possession may be conveyed.
Recognition of the subscription price
The Board of Directors has the right to decide that the amount payable for Company's own shares conveyed shall be either entirely or partially entered into the share capital or the fund for invested non-restricted equity.
Other terms and period of validity
The Board of Directors shall decide on other terms of the conveyance of Company's own shares.
The authorization is valid until April 30, 2015 and it shall supersede the authorization to decide on conveyance of the Company's own shares granted by the Annual General Meeting of Shareholders held on April 3, 2009.
- Closing of the meeting
- Documents of the Annual General Meeting of Shareholders
The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Huhtamäki Oyj's website at www.huhtamaki.com. Huhtamäki Oyj's Annual Accounts including the Consolidated Annual Accounts, the Report of the Board of Directors, the Corporate Governance Statement, the Auditor's Report and the Remuneration Statement are available on the above-mentioned website. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from May 8, 2012.
C. Instructions for the participants in the Annual General Meeting of Shareholders
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on April 12, 2012 in the shareholders' register of the Company held by Euroclear Finland Ltd. 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.
A shareholder, who is registered in the shareholders' register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting no later than April 19, 2012 at 18.00 by giving a prior notice of participation. Such notice can be given:
a) on the Company's website www.huhtamaki.com following the instructions given therein,
b) by e-mail to AGM@huhtamaki.com, or
c) by telephone +358 (0) 800 9 0026 on weekdays at 8.00-18.00 (Finnish time).
In connection with the registration, a shareholder shall notify his/her name, personal identification number / business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to the Company is used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares, who wishes to participate in the Annual General Meeting, shall be notified for temporary entry into the shareholders' register of the Company on April 19, 2012, at 10.00 at the latest, provided that the shareholder had the right, on the basis of the same shares, to be recorded in the shareholders' register of the Company on April 12, 2012 the record date of the meeting. As regards a holder of nominee registered shares this registration constitutes due registration also for the Annual General Meeting.
A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.
When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy documents should be delivered in originals to Huhtamäki Oyj, Annual General Meeting, Keilaranta 10, 02150 Espoo, Finland before the last date for registration.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice the total number of shares and votes in Huhtamäki Oyj is 106,063,320.
In Espoo, February 14, 2012
The Board of Directors
Huhtamaki Group is a leading manufacturer of consumer and specialty packaging with 2011 net sales totaling EUR 2 billion. Foodservice and consumer goods markets are served by approximately 12,700 people in 59 manufacturing units and several sales offices in 31 countries. The parent company, Huhtamäki Oyj, has its head office in Espoo, Finland and its share is quoted on the NASDAQ OMX Helsinki Ltd. Additional information is available at www.huhtamaki.com.