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 12.2.2010 AT 9.00
The Annual General Meeting of Shareholders (AGM) of Huhtamäki Oyj will be held on Wednesday March 24, 2010 at 14.00 in the Finlandia Hall, Congress Wing, Mannerheimintie 13 e, Helsinki.
Proposal to Distribute Retained Earnings
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.
In addition, 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.
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 and Remuneration 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.
The Nomination Committee 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. 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.
The Annual General Meeting of Shareholders 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. Travelling expenses shall be compensated in accordance with the Company policy.
The Nomination Committee proposes the remuneration for the members of the Board of Directors to be kept unchanged.
Proposal for Election and Remuneration of Auditor
The Audit Committee of the Board of Directors proposes that Authorized Public Accountant firm Ernst & Young Oy shall be elected as Auditor for the financial year January 1 - December 31, 2010. Ernst & Young Oy has announced Mr. Harri Pärssinen, 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 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.
The notice to convene the Annual General Meeting of Shareholders will be published in the Helsingin Sanomat newspaper on March 3, 2010.
Enquiries: Mr. Juha Salonen, Senior Vice President, Administration and General Counsel, Tel. +358 (0)10 686 7851
Huhtamaki Group is a leading manufacturer of consumer and specialty packaging with 2008 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 is listed on the NASDAQ OMX Helsinki Ltd. Additional information is available at www.huhtamaki.com.