Notice to Huhtamäki Oyj's Annual General Meeting of Shareholders
HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 3.3.2010 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 Wednesday, March 24, 2010, at 14.00 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 13.00. Coffee will be served after the meeting.
A. Matters on the agenda of the Annual General Meeting of Shareholders
1. Opening of the meeting
2. Calling the meeting to order
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
6. 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 2009
Review by the CEO
7. Adoption of the Annual Accounts including the Consolidated Annual Accounts
8. 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 to be adopted for the financial period ended on December 31, 2009, a dividend of EUR 0.38 per share to be paid. The dividend is proposed to be paid on April 7, 2010 to a shareholder who on the record date March 29, 2010 is registered as a shareholder in the Company's shareholders' register maintained by Euroclear Finland Ltd.
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.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Annual General Meeting held on April 3, 2009 confirmed the following annual remuneration for the members of the Board of Directors: for the Chairman EUR 90,000, for the Vice-Chairman EUR 55,000 and for other members EUR 45,000. In addition, a meeting fee of EUR 500 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.
The Nomination Committee of the Board of Directors proposes the remuneration for the members of the Board of Directors to be kept unchanged.
11. 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 shall consist of eight (8) members.
12. 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 following the election would be re-elected Ms. Eija Ailasmaa, Mr. George V. Bayly, Mr. Rolf Börjesson, Ms. Siaou-Sze Lien, Mr. Mikael Lilius, Mr. Anthony J.B. Simon and Mr. Jukka Suominen.
The current member of the Board of Directors Mr. Robertus van Gestel notified the Company that he will not stand for re-election to the Board of Directors.
As a new member of the Board of Directors, the Nomination Committee proposes Mr. William R. Barker to be elected.
Mr. William R. Barker (born 1949) has been a member of the Board of Directors of Rexam PLC and worked as the Group Executive Director, Rexam Beverage Can between 2005 and 2009. Before that he acted as the President & CEO, Rexam Beverage Can Americas between 2001 and 2004. Rexam PLC is a global consumer packaging company and the leading beverage can maker. Mr. Barker has retired from Rexam in February 2009. Prior to joining Rexam, Mr. Barker worked in Textron Inc., OEA Inc., Bosal International N.V. and Gates Rubber Company in several different positions. His other current key position of trust is Board member of Leeds School of Business, University of Colorado in the U.S. Mr. Barker holds a Master's Degree in Business Administration (MBA) and Bachelor of Science in Chemical Engineering.
All the individuals proposed above have given their consent to the election.
13. Resolution on the remuneration of the Auditor
The Audit Committee of the Board of Directors proposes that the Auditor's remuneration shall be paid against an approved invoice.
14. Election of the Auditor
The Audit Committee of the Board of Directors proposes that Authorized Public Accountant firm Ernst & Young Oy shall be elected as Auditor of the Company. Ernst & Young Oy has announced M.Sc. (Econ), Mr. Harri Pärssinen, APA, to be the Auditor with principal responsibility.
15. Proposal of the Board of Directors to amend Article 9 of the Articles of Association
Due to the amendment of the Finnish Companies Act entered into force on December 31, 2009, the Board of Directors proposes that Article 9 of the Articles of Association regarding the Notice of General Meeting of Shareholders shall be amended so that the notice shall be given 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.
16. Resolution on authorizing the Board of Directors to grant donations
The Board of Directors proposes that in connection with the Company's 90 years anniversary, the Board of Directors would be authorized to grant donations of no more than EUR 700,000 through the Finnish Cultural Foundation to a national youth project "Myrsky" and no more than EUR 500,000 to support activities of Finnish universities. The donations will be payable during year 2010 on dates determined by the Board of Directors. The total maximum amount of the donations will be EUR 1,200,000.
17. Closing of the meeting
B. Documents of the Annual General Meeting of Shareholders
The proposals to the Annual General Meeting as well as this notice are available on the Company'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 and the Auditor's Report are available on the above-mentioned website on March 3, 2010. The Annual Report is available during week 10, at the latest. The proposals to the Annual General Meeting and the Annual Accounts 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 April 7, 2010.
C. Instructions for the participants in the Annual General Meeting of Shareholders
1. The right to participate and registration
Each shareholder, who is registered on March 12, 2010 in the shareholders' register of the Company maintained 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 wishes to participate in the Annual General Meeting, shall register for the meeting no later than March 19, 2010 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 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 authorized representative, statutory representative or assistant. The personal data given to the Company is used only in connection with the Annual General Meeting and with the processing of related registrations.
Pursuant to Chapter 5, Section 25 of the Finnish 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.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General 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.
If the shareholder's shares are recorded in more than one book-entry securities account, the shareholder has the right to use a different proxy representative for each book-entry securities account. In such case, in connection with the registration, the shareholder must also state those shares which each different proxy representative represents.
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.
3. 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 March 19, 2010, 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 March 12, 2010, the record date of the 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.
4. Other information
On the date of this notice, February 11, 2010, the total number of shares and votes in Huhtamäki Oyj is 106,063,320.
In Espoo, February 11, 2010
The Board of Directors
Huhtamaki Group is a leading manufacturer of consumer and specialty packaging with 2009 net sales totaling EUR 2 billion. Foodservice and consumer goods markets are served by approximately 13,000 people in 54 manufacturing units and several sales offices in 33 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.