Proposals by Huhtamäki Oyj's Board of Directors and Audit Committee to the Annual General Meeting of Shareholders
Proposal for Dividend Distribution
The Board of Directors proposes, based on the balance sheet to be adopted for the financial period ended on December 31, 2008, a dividend of EUR 0.34 per share to be paid. The dividend is proposed to be paid on April 17, 2009 to a shareholder who on the record date April 8, 2009 is registered as a shareholder in the Company's shareholder register.
Proposal for Election and Remuneration of Auditor
The Audit Committee of the Board of Directors proposes that Authorized Public Accountant firm KPMG Oy Ab shall be elected as Auditor for the financial year January 1 - December 31, 2009. KPMG Oy Ab has announced Ms. Solveig Törnroos-Huhtamäki, APA, to be the Auditor with principal responsibility.
The Audit Committee proposes that the Auditor's remuneration shall be paid against an approved invoice.
Proposal of the Board of Directors to authorize the Board of Directors to resolve on conveyance of the Company's own shares
The Board of Directors proposes that the AGM would resolve on authorizing the Board of Directors 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 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;
- 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 of 5,061,089 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, 2012 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 12, 2007.
The notice to convene the Annual General Meeting of Shareholders will be published in the Helsingin Sanomat newspaper on March 5, 2009.
Mr. Juha Salonen, Senior Vice President, Administration and General Counsel, Tel. +358 (0)10 686 7851