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Proposals by Huhtamäki Oyj's Board of Directors, Nomination Committee and Audit Committee to the Annual General Meeting of Shareholders

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 6.2.2014 AT 09:00

Proposals by Huhtamäki Oyj's Board of Directors, Nomination Committee and Audit Committee to the Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders of Huhtamäki Oyj will be held on Thursday, April 24, 2014, at 1.00 p.m. at Finlandia Hall's congress wing, at the address Mannerheimintie 13 e, Helsinki, Finland.

Use of the profit shown on the balance sheet
The Board of Directors proposes that a dividend of EUR 0.57 per share would be paid based on the balance sheet adopted for the financial period ended on December 31, 2013. The dividend is proposed to be paid to a shareholder who on the dividend record date April 29, 2014 is registered as a shareholder in the Company's shareholders' register held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend would be paid on May 7, 2014.

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.

Composition of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the number of members of the Board of Directors would be seven (7).

The Nomination Committee of the Board of Directors proposes that Ms. Eija Ailasmaa, Mr. Pekka Ala-Pietilä, Mr. William R. Barker, Mr. Rolf Börjesson, Ms. Maria Mercedes Corrales, Mr. Jukka Suominen and Ms. Sandra Turner would be re-elected as members of the Board of Directors for a term ending at the end of the next Annual General Meeting.

All of the candidates have given their consent to the election. In addition, all of the candidates have notified the Company that if they are elected to the Board of Directors, they will elect Mr. Pekka Ala-Pietilä as the Chairman of the Board of Directors and Mr. Jukka Suominen as the Vice-Chairman of the Board of Directors.

Remuneration and expense compensation of the members of the Board of Directors
The General Meeting held on April 25, 2013 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, the following meeting fees are paid for each meeting attended: EUR 600 to all members for the Board meetings, EUR 2,000 to the Chairman and EUR 1,000 to the other members for the Audit Committee meetings, EUR 1,200 to the Chairman and EUR 600 to the other members for the Human Resources Committee meetings and EUR 1,200 to the Chairman and EUR 600 to the other members for the Nomination Committee meetings. Traveling expenses of the Board members are compensated in accordance with the Company policy.

The Nomination Committee of the Board of Directors proposes that the remuneration for the members of the Board of Directors would be kept unchanged.

Election and remuneration of the Auditor
The Audit Committee of the Board of Directors proposes that Ernst & Young Oy, a firm of Authorized Public Accountants, would be elected as Auditor for the financial year January 1 - December 31, 2014. Ernst & Young Oy has announced that M.Sc. (Econ), Mr. Harri Pärssinen, APA, would be the Auditor with principal responsibility.

The Audit Committee of the Board of Directors proposes that the Auditor's remuneration would be paid against an invoice approved by the Audit Committee of the Board of Directors.

Authorizing the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to resolve on the repurchase of an aggregate maximum of 10,760,875 of the Company's own shares, subject to the number of shares held by the Company at any given moment not exceeding 10 percent of all the shares of the Company. Own shares may be repurchased on the basis of the authorization only by using non-restricted equity.

Own shares may be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how shares are repurchased. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase). The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2015.

Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to resolve on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act as follows:

The aggregate number of shares to be issued on the basis of this authorization may not exceed 10,760,875 shares, which corresponds to approximately 10 percent of the current shares of the Company.

The Board of Directors decides on all the terms and conditions of the issuance of shares and special rights entitling to shares, and may deviate from the shareholders' pre-emptive subscription rights (directed issue). The authorization concerns both the issuance of new shares and the transfer of the Company's own treasury shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2015.

This authorization cancels the authorization given by the Annual General Meeting on April 24, 2012 to decide on the conveyance of the Company's own treasury shares.

The notice to convene the Annual General Meeting is planned to be published on the Company's website on March 26, 2014. In addition, there will be an announcement in the Helsingin Sanomat newspaper on the same day.

For further information, please contact:
Mr. Sami Pauni, Group Vice President, Legal, and General Counsel, tel. +358(0)10 686 7872

HUHTAMÄKI OYJ
Group Communications

Huhtamaki Group is a leading manufacturer of consumer and specialty packaging with 2013 net sales totaling EUR 2.3 billion. Foodservice and consumer goods markets are served by approximately 14,400 people in 61 manufacturing units and several sales offices in 30 countries. The parent company, Huhtamäki Oyj, has its head office in Espoo, Finland and its share is quoted on NASDAQ OMX Helsinki Ltd. Additional information is available at www.huhtamaki.com.