Resolutions of Huhtamäki Oyj's Annual General Meeting of Shareholders

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 25.4.2019 AT 13:30

Resolutions of Huhtamäki Oyj's Annual General Meeting of Shareholders

Huhtamäki Oyj's Annual General Meeting of Shareholders was held in Helsinki on April 25, 2019. The meeting adopted the Annual Accounts including the Consolidated Annual Accounts for 2018, discharged the members of the Company's Board of Directors and the CEO from liability, and approved all proposals made to the Annual General Meeting by the Board of Directors and its Committees.

Dividend

Dividend for 2018 was set at EUR 0.84 per share. The dividend will be paid to a shareholder who on the dividend record date April 29, 2019 is registered as a shareholder in the Company's shareholders' register held by Euroclear Finland Ltd. The dividend will be paid on May 7, 2019.

Composition of the Board of Directors

The number of members of the Board of Directors was confirmed to be seven (7). Mr. Pekka Ala-Pietilä, Mr. Doug Baillie, Mr. William R. Barker, Ms. Anja Korhonen, Ms. Kerttu Tuomas, Ms. Sandra Turner and Mr. Ralf K. Wunderlich were re-elected as members of the Board of Directors for a term ending at the end of the next Annual General Meeting. 

The Board of Directors elected Mr. Pekka Ala-Pietilä as the Chairman of the Board and Ms. Kerttu Tuomas as the Vice-Chairman of the Board.

Remuneration of the members of the Board of Directors

The Annual General Meeting confirmed that the annual remuneration to the members of the Board of Directors will remain unchanged and thus be paid as follows: to the Chairman EUR 120,000, to the Vice-Chairman EUR 68,000 and to other members EUR 57,000. In addition, the Annual General Meeting confirmed that the meeting fees will be paid for each meeting attended as follows: EUR 1,500 for all meetings, except EUR 3,000 to the Chairman for the Audit Committee meetings, EUR 1,750 to the Chairman for the Human Resources Committee meetings and EUR 1,750 to the Chairman for the Nomination Committee meetings. Traveling expenses are compensated in accordance with the Company policy.

Auditor

Ernst & Young Oy, a firm of authorized public accountants, was elected as Auditor of the Company for the financial year January 1 - December 31, 2019. Mr. Mikko Järventausta, APA, will be the Auditor with principal responsibility.

The Auditor's remuneration is paid against an invoice approved by the Audit Committee of the Board of Directors.

Authorization for the Board of Directors to resolve on the repurchase of the Company's own shares

The Board of Directors was authorized to resolve on the repurchase of an aggregate maximum of 10,776,038 of the Company's own shares. The authorization covers also directed repurchases of the Company's own shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2020.

Authorization for the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares

The Board of Directors was authorized to resolve on the issuance of shares and the issuance of special rights entitling to shares. The aggregate number of new shares to be issued may not exceed 10,000,000 shares which corresponds to approximately 9.3 percent of the current shares of the Company, and the aggregate number of own treasury shares to be transferred may not exceed 4,000,000 shares which corresponds to approximately 3.7 percent of the current shares of the Company. The authorization covers also directed issuances of shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2020.

Authorization for the Board of Directors to grant donations

The Board of Directors was authorized in connection with the Company's 100 years anniversary to grant donations up to an aggregate maximum amount of three (3) million euros for charitable or corresponding purposes. The Board of Directors resolves on the recipients and other terms and conditions of the donations and the authorization remains in force until December 31, 2020.

Mr. Manne Airaksinen, Attorney-at-Law, chaired the meeting.
 
The minutes of the Annual General Meeting will be available on the Company's website at www.huhtamaki.com as from May 9, 2019 at the latest.
 
For further information, please contact: 
Sami Pauni, Senior Vice President, Corporate Affairs and Legal, Group General Counsel, tel. +358 10 686 7116
 
HUHTAMÄKI OYJ
Global Communications
 
Huhtamaki is a global specialist in packaging for food and drink. With our network of 78 manufacturing units and additional 24 sales only offices in altogether 34 countries, we're well placed to support our customers' growth wherever they operate. Mastering three distinctive packaging technologies, approximately 17,700 employees develop and make packaging that helps great products reach more people, more easily. In 2018, our net sales totaled EUR 3.1 billion. The Group has its head office in Espoo, Finland and the parent company Huhtamäki Oyj is listed on Nasdaq Helsinki Ltd. Additional information is available at www.huhtamaki.com.