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 13.2.2013 AT 09:00
The Annual General Meeting of Shareholders of Huhtamäki Oyj will 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.
Use of the profit shown on the balance sheet
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.
Composition 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).
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.
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.
Election and remuneration 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.
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.
The notice to convene the Annual General Meeting of Shareholders is planned to be published on the Company's website on March 27, 2013. In addition, there will be an announcement in the Helsingin Sanomat newspaper on the same day.
For further information, please contact:
Mr. Sami Pauni, Group Vice President, Legal, and General Counsel, tel. +358(0)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.