Huhtamäki Oyj: Notice to the General Meeting
HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 27.3.2013 AT 9.00
Notice is given to the shareholders of Huhtamäki Oyj to the Annual General Meeting of Shareholders to be held on Thursday, April 25, 2013, at 2.00 p.m. at Kulttuuritalo (Helsinki Hall of Culture), at the address Sturenkatu 4, Helsinki, Finland. The reception of shareholders who have registered for the meeting and the distribution of voting tickets will commence at 1.00 p.m. Coffee will be served after the meeting.
A. Matters on the agenda of the General Meeting
The following matters will be considered at the General Meeting:
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 2012
- 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 that a dividend of EUR 0.56 per share would be paid based on the balance sheet adopted for the financial period ended on December 31, 2012. The dividend is proposed to be paid to a shareholder who on the dividend record date April 30, 2013 is registered as a shareholder in the Company's shareholders' register held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend would be paid on May 8, 2013.
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 and expense compensation of the members of the Board of Directors
The General Meeting held on April 24, 2012 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 other members EUR 50,000. In addition, a meeting fee of EUR 600 per meeting is paid to all members for the Board and Board Committee meetings they attend with the exception that a meeting fee of EUR 2,000 per meeting is paid to the Chairman of the Audit Committee and a meeting fee of EUR 1,000 per meeting is paid to the other members of the Audit Committee for the Audit Committee meetings they attend. Traveling expenses of the Board members are compensated in accordance with the Company policy.
The Nomination Committee of the Board of Directors proposes that the remuneration for the members of the Board of Directors would be otherwise kept unchanged, except that a meeting fee of EUR 1,200 per meeting would be paid to the Chairman of the Human Resources Committee for the Human Resources Committee meetings he/she attends and a meeting fee of EUR 1,200 per meeting would be paid to the Chairman of the Nomination Committee for the Nomination Committee meetings he/she attends.
11. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the number of members of the Board of Directors would be seven (7).
12. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that Ms. Eija Ailasmaa, Mr. Pekka Ala-Pietilä, Mr. William R. Barker, Mr. Rolf Börjesson, Ms. Maria Mercedes Corrales, Mr. Jukka Suominen and Ms. Sandra Turner would be re-elected as members of the Board of Directors for a term ending at the end of the next Annual General Meeting.
Of the current members of the Board of Directors, Mr. Mikael Lilius has notified the Company that he will not be available for re-election to the Board of Directors.
All of the candidates have given their consent to the election. In addition, all of the candidates have notified the Company that if they are elected to the Board of Directors, they will elect Mr. Pekka Ala-Pietilä as the Chairman of the Board of Directors and Mr. Jukka Suominen as the Vice-Chairman of the Board of Directors.
13. Resolution on the remuneration of the Auditor
The Audit Committee of the Board of Directors proposes that the Auditor's remuneration would be paid against an invoice approved by the Audit Committee of the Board of Directors.
14. Election of the Auditor
The Audit Committee of the Board of Directors proposes that Ernst & Young Oy, a firm of Authorized Public Accountants, would be elected as Auditor for the financial year January 1 - December 31, 2013. Ernst & Young Oy has announced that M.Sc. (Econ), Mr. Harri Pärssinen, APA, would be the Auditor with principal responsibility.
15. Closing of the meeting
B. Documents of the General Meeting
The proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice are available on Huhtamäki Oyj's website at www.huhtamaki.com. The Annual Accounts, the Report of the Board of Directors and the Auditor's Report of Huhtamäki Oyj are also available on the above-mentioned website. The proposals for decisions and the other above-mentioned documents are also available at the meeting and copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available to the shareholders on the above-mentioned website as from May 8, 2013, at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on April 15, 2013 in the shareholders' register of the Company held by Euroclear Finland Ltd., has the right to participate in the 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 General Meeting, shall register for the meeting no later than April 22, 2013 at 4.00 p.m. by giving a prior notice of participation to the Company. The notice has to be received by the Company before the end of the registration period. Such notice can be given:
a) on the Company's website www.huhtamaki.com following the instructions given therein, or
b) by telephone +358 20 770 6879 on weekdays between 9.00 a.m. and 4.00 p.m. (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 is used only in connection with the 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 has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting April 15, 2013 would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register of the Company held by Euroclear Finland Ltd. at the latest by April 22, 2013 by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the registration in the temporary shareholder's register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares who wants to participate in the General Meeting into the temporary shareholders' register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative of a shareholder shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting.
When a shareholder participates in the 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 General Meeting.
Possible proxy documents are requested to be delivered in originals to Huhtamäki Oyj, Annual General Meeting, Miestentie 9, 02150 Espoo, Finland before the end of the registration period.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the 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 12, 2013, the total number of shares and votes in Huhtamäki Oyj is 107,205,986, which includes 4,594,089 own shares held by the Company or its subsidiaries. Such own shares do not have voting rights.
In Espoo, February 12, 2013
Board of Directors
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 2012 net sales totaling EUR 2.3 billion. Foodservice and consumer goods markets are served by approximately 14,200 people in 64 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 NASDAQ OMX Helsinki Ltd. Additional information is available at www.huhtamaki.com.