Resolutions of Huhtamäki Oyj's Annual General Meeting of Shareholders
HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 24.4.2012 AT 15:45
Huhtamäki Oyj's Annual General Meeting of Shareholders was held in Helsinki on April 24, 2012. The meeting adopted the Company's Annual Accounts and the Consolidated Annual Accounts for 2011 and discharged the members of the Company's Board of Directors and the CEO from liability.
Dividend for 2011 was set at EUR 0.46 per share, as proposed by the Board of Directors. The dividend will be paid to a shareholder who on the record date April 27, 2012 is registered as a shareholder in the Company's shareholders' register maintained by Euroclear Finland Ltd. The dividend will be paid on May 7, 2012.
Composition of the Board of Directors
Eight (8) members of the Board of Directors were elected for a term which lasts until the end of the Annual General Meeting following the election. To the Board of Directors were re-elected Ms. Eija Ailasmaa, Mr. William R. Barker, Mr. Rolf Börjesson, Mr. Mikael Lilius, Mr. Jukka Suominen and Ms. Sandra Turner. Mr. Pekka Ala-Pietilä and Ms. Maria Mercedes Corrales were elected as new members of the Board of Directors.
The Board of Directors convened immediately after the Annual General Meeting and elected Mr. Mikael Lilius as Chairman of the Board and Mr. Jukka Suominen as Vice-Chairman of the Board.
Remuneration of the members of the Board of Directors
The Annual General Meeting 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 the 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 except that a meeting fee of EUR 2,000 per meeting shall be paid to the Chairman of the Audit Committee of the Board of Directors and a meeting fee of EUR 1,000 per meeting shall be paid to other members of the Audit Committee for the Audit Committee meetings they attend. Traveling expenses shall be compensated in accordance with the Company policy. In addition, the Chairman of the Board of Directors was granted a mobile phone benefit.
The Authorized Public Accountant firm Ernst & Young Oy was elected as Auditor of the Company for the financial year January 1 - December 31, 2012. Mr. Harri Pärssinen, APA, shall be the Auditor with principal responsibility.
Amendment of Article 9 of the Articles of Association
The Annual General Meeting resolved, as proposed by the Board of Directors, to amend Article 9 of the Articles of Association to read as follows:
"9 § Notice of the General Meeting of Shareholders
The General Meeting of Shareholders shall be convened by a notice published in a national daily newspaper or on the Company's website, not earlier than two (2) months and 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.
In order to be entitled to attend the meeting, the shareholder shall have to notify the Company of the intention to attend by the date specified in the notice to the meeting, which date may not be earlier than ten (10) days prior to the meeting."
Board of Directors' authorization to decide on conveyance of the Company's own shares
The Annual General Meeting resolved, as proposed by the Board of Directors, to authorize the Board of Directors to decide on conveyance of the Company's own shares. The authorization is valid until April 30, 2015.
The minutes of the Annual General Meeting will be available on the Company's website at www.huhtamaki.com as from May 8, 2012.
For further information, please contact:
Sami Pauni, Group Vice President, Legal, and General Counsel, tel. +358 10 686 7872
Huhtamaki Group is a leading manufacturer of consumer and specialty packaging with 2011 net sales totaling EUR 2 billion. Foodservice and consumer goods markets are served by approximately 14,000 people in 61 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.