HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 15.2.2017 AT 9.00
Proposals by Huhtamäki Oyj's Board of Directors, Nomination Committee and Audit Committee to the Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders of Huhtamäki Oyj will be held on Thursday, April 27, 2017, 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 that a dividend of EUR 0.73 per share would be paid based on the balance sheet adopted for the financial period ended on December 31, 2016. The dividend would be paid to a shareholder who on the dividend record date May 2, 2017 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 9, 2017.
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 eight (8).
The Nomination Committee of the Board of Directors proposes that Ms. Eija Ailasmaa, Mr. Pekka Ala-Pietilä, Mr. Doug Baillie, Mr. William R. Barker, Mr. Rolf Börjesson, Mr. Jukka Suominen and Ms. Sandra Turner would be re-elected as members of the Board of Directors and that Ms. Kerttu Tuomas would be elected as a new member of the Board of Directors for a term ending at the end of the next Annual General Meeting.
Ms. Kerttu Tuomas (born 1957) has acted as Executive Vice President, Human Resources and member of the Executive Board at KONE Corporation from 2002 until January 2017, after which she will provide transition support until the end of April. As of May 1, 2017 her main occupation will consist of miscellaneous positions of trust. Before KONE Corporation she has worked as Group Vice President, Human Resources at Elcoteq Network Corporation (2000-2002), Personnel & Organization Manager at MasterFoods Oy (Mars) (1994-1999) and Consultant at Mercuri Urval (1987-1993). Ms. Tuomas' current key positions of trust include Vice-Chairman of the Board at Kemira Oyj and Board member at Finnish National Opera and Ballet. Ms. Tuomas has a B.Sc. (Econ) degree. She is independent of the Company and significant shareholders.
The biographical details of all candidates are presented on the Company's website (www.huhtamaki.com) 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 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 Nomination Committee of the Board of Directors proposes 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. 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 1,000 for all meetings, except EUR 2,000 to the Chairman for the Audit Committee meetings, EUR 1,200 to the Chairman for the Human Resources Committee meetings and EUR 1,200 to the Chairman for the Nomination Committee meetings. Traveling expenses of the Board members would be compensated in accordance with the Company policy.
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, 2017. Ernst & Young Oy has announced that Mr. Mikko Järventausta, 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.
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, 2018.
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 subject to the aggregate number of shares to be issued not exceeding 14,000,000 shares, which corresponds to approximately 13 percent of the current shares of the Company. The authorization concerns both the issuance of new shares and the transfer of the Company's own treasury shares, however so that the number of new shares to be issued may not exceed 10,000,000 shares and the number of own treasury shares to be transferred may not exceed 4,000,000 shares.
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, 2018.
The notice to convene the Annual General Meeting is planned to be published on the Company's website on March 29, 2017. In addition, there will be an announcement regarding the notice in the Helsingin Sanomat newspaper.
For further information, please contact:
Sami Pauni, Senior Vice President, Corporate Affairs and Legal, Group General Counsel, tel. +358 (0)10 686 7872
Huhtamaki is a global specialist in packaging for food and drink. With our network of 74 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 17,000 employees develop and make packaging that helps great products reach more people, more easily. In 2016 our net sales totaled EUR 2.9 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.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Huhtamäki Oyj via Globenewswire