Notice to Huhtamäki Oyj's Annual General Meeting of Shareholders
HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 29.3.2011 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, April 20, 2011, 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.
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 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 2010
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, 2010, a dividend of EUR 0.44 per share to be paid. The dividend is proposed to be paid on May 4, 2011 to a shareholder who on the record date April 27, 2011 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 March 24, 2010 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 latest raise of the remuneration for the members of the Board of Directors occurred on April 12, 2007. The Nomination Committee proposes to the Annual General Meeting that the following annual remuneration for the members of the Board of Directors shall be confirmed: 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, it is proposed that the Chairman of the Board of Directors shall be granted a mobile phone benefit.
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 shall be re-elected Ms. Eija Ailasmaa, Mr. William R. Barker, Mr. George V. Bayly, Mr. Rolf Börjesson, Ms. Siaou-Sze Lien, Mr. Mikael Lilius and Mr. Jukka Suominen.
The current member of the Board of Directors Mr. Anthony J.B. Simon 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 Ms. Sandra Turner to be elected.
Ms. Sandra Turner (born 1952) has been acting in several positions in Tesco PLC in the United Kingdom and Ireland for 21 years. Her latest position was the Commercial Director of Tesco Ireland Limited between 2003 and 2009. Tesco PLC is a global retail company. Ms. Turner's current key positions of trust are member of the Board of Directors of Northern Foods PLC and Carpetright PLC as well as the School Governor of the Berkhamsted School in the United Kingdom. Ms. Turner holds a Bachelor's Degree (BA) in Marketing.
All the individuals proposed above have given their consent to the election. In addition, all the individuals proposed have notified the Company that in case they will become elected, they will elect Mr. Mikael Lilius as the Chairman of the Board and Mr. Jukka Suominen as the Vice-Chairman of the Board.
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. Closing of the meeting
B. 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 4, 2011.
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 8, 2011 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 15, 2011 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 15, 2011, 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 8, 2011 the record date of the meeting. As regards a holder of nominee registered shares this constitutes due registration 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, February 10, 2011, the total number of shares and votes in Huhtamäki Oyj is 106,063,320.
In Espoo, February 10, 2011
HUHTAMÄKI OYJ
The Board of Directors
Huhtamaki Group is a leading manufacturer of consumer and specialty packaging with 2010 net sales totaling EUR 2 billion. Foodservice and consumer goods markets are served by approximately 12,000 people in 53 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.