HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 13.2.2020 AT 9:00
Proposals by Huhtamäki Oyj's Board of Directors to the Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders of Huhtamäki Oyj will be held on Wednesday, April 29, 2020, at 11.00 (EET) at Messukeskus Helsinki, Expo and Convention Centre, Messuaukio 1, 00520 Helsinki, Finland.
Use of the profit shown on the balance sheet
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.89 per share would be paid based on the balance sheet adopted for the financial period ended on December 31, 2019. The dividend would be paid to a shareholder who on the dividend record date May 4, 2020 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 11, 2020.
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.
Remuneration Policy for the Governing Bodies
The Board of Directors will present to the Annual General Meeting the Company's Remuneration Policy for the Governing Bodies which will be published in connection with the notice to the Annual General Meeting.
Composition of the Board of Directors
The Board of Directors proposes to the Annual General Meeting, in accordance with the proposal by the Nomination Committee of the Board of Directors, that the number of members of the Board of Directors would be seven (7).
In accordance with the proposal by the Nomination Committee, the Board of Directors proposes that 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 would be re-elected as members of the Board of Directors for a term ending at the end of the next Annual General Meeting.
The biographical details of all candidates are presented on the Company's website) at the Investors section.
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 as members of the Board of Directors, they will elect Mr. Pekka Ala-Pietilä as the Chairman of the Board of Directors and Ms. Kerttu Tuomas as the Vice-Chairman of the Board of Directors.
Remuneration and expense compensation of the members of the Board of Directors
The Board of Directors proposes to the Annual General Meeting, in accordance with the proposal by the Nomination Committee of the Board of Directors, that the annual remuneration to the members of the Board of Directors would 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 each. In addition, the Nomination Committee of the Board of Directors proposes that the meeting fees would remain unchanged and thus be paid for each meeting attended as follows: EUR 1,500 for all meetings, except EUR 3,000 to the Chairman of the Audit Committee for the Audit Committee meetings and EUR 1,750 to the Chairman of the Human Resources Committee for the Human Resources Committee meetings. Traveling expenses of the Board members would be compensated in accordance with the Company policy.
Election and remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Audit Committee of the Board of Directors, that KPMG Oy Ab, a firm of authorized public accountants, would be elected as Auditor for the financial year January 1 - December 31, 2020. KPMG Oy Ab has announced that Mr. Henrik Holmbom, APA, would be the Auditor with principal responsibility.
The Audit Committee of the Board of Directors has prepared its recommendation in accordance with
the EU Audit Regulation (537/2014) and arranged an Auditor selection procedure. The recommendation of the Audit Committee is included in the proposal of the Board of Directors available on the Company's webpage (www.huhtamaki.com).
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.
Authorizing the Board of Directors to resolve on the repurchase of the Company's own shares
The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to resolve on the repurchase of an aggregate maximum of 10,776,038 of the Company's own shares, subject to the number of shares held by the Company at any given moment not exceeding 10 percent of all the shares of the Company. Own shares may be repurchased on the basis of the authorization only by using non-restricted equity.
Own shares may be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors resolves on how shares are repurchased. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase). The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2021.
Authorizing the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to resolve on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act as follows: 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 Board of Directors resolves on all the terms and conditions of the issuance of shares and special rights entitling to shares, and may deviate from the shareholders' pre-emptive subscription rights (directed issue). The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2021.
Establishment of a Shareholders' Nomination Board
The Board of Directors proposes to the Annual General Meeting, based on the request by significant shareholders of the Company, that a Shareholders' Nomination Board would be established to prepare proposals concerning the composition and remuneration of the Board of Directors to the General Meeting. The Shareholders' Nomination Board would replace the Nomination Committee of the Board of Directors. In addition, the Board of Directors proposes that the Annual General Meeting would adopt the Charter of the Shareholders' Nomination Board attached to this release. The Shareholders' Nomination Board comprises one member appointed by each of the four largest shareholders of the Company in accordance with the appointment procedure set out in the Charter. The Chairman of the Board of Directors serves as an expert member of the Shareholders' Nomination Board.
Amendments to the Articles of Association
The Board of Directors proposes that amendments related to the establishment of the Shareholders' Nomination Board be made to the Articles of Association and that certain other technical amendments would be made. As a result of the amendments, the Chairman and the Vice-Chairman of the Board of Directors would in the future be elected at the General Meeting. The proposed amended Articles of Association are attached to this release in their entirety.
The notice to convene the Annual General Meeting is planned to be published on the Company's website on April 2, 2020. In addition, there will be an announcement regarding the notice in the Helsingin Sanomat newspaper.
For further information, please contact:
Sami Pauni, Executive Vice President, Corporate Affairs and Legal, Group General Counsel, tel. +358 (0)10 686 7872
HUHTAMÄKI OYJ
Board of Directors
Huhtamaki is a global specialist in packaging for food and drink. With our network of 81 manufacturing units and additional 24 sales only offices in altogether 35 countries, we're well placed to support our customers' growth wherever they operate. Mastering three distinctive packaging technologies, approximately 18,800 employees develop and make packaging that helps great products reach more people, more easily. In 2019, our net sales totaled EUR 3.4 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.
Attachments
- Proposal by the Board of Directors for the Charter of the Shareholders' Nomination Board (https://ml-eu.globenewswire.com/Resource/Download/f4f33e1a-20b5-4e94-b8ca-b0cce4b3eb6c)
- Proposal by the Board of Directors for Articles of Association (https://ml-eu.globenewswire.com/Resource/Download/0f650f92-60e9-4828-ae9a-cd55e91f4869)
