Proposals by Huhtamäki Oyj’s Board of Directors and the
Shareholders’ Nomination Board to the Annual General Meeting of
Shareholders
HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 8.2.2024 AT
8:45
Proposals by Huhtamäki Oyj’s Board of
Directors and the Shareholders’ Nomination Board to the Annual
General Meeting of Shareholders
The Annual General Meeting of Shareholders of
Huhtamäki Oyj (the "Company") (the "AGM") will be held on Thursday,
April 25, 2024, at 11:00 (EEST), at Scandic Marina Congress Center,
Katajanokanlaituri 6, 00160 Helsinki, Finland.
The notice to convene the AGM is planned to be
published on the Company’s website (www.huhtamaki.com) on March 26,
2024. In addition, there will be an announcement regarding the
notice in the Helsingin Sanomat newspaper. The notice will include
more detailed information on the participation and voting at the
AGM.
Use of the profit shown on the balance
sheet
The Board of Directors proposes to the AGM that
an aggregate dividend of EUR 1.05 per share be paid based on the
balance sheet adopted for the financial period ended on December
31, 2023. The Board of Directors proposes that the dividend would
be paid in two instalments.
The first dividend instalment, EUR 0.53 per
share, is proposed to be paid to shareholders registered in the
Company’s register of shareholders maintained by Euroclear Finland
Ltd on the record date for the first dividend instalment April 29,
2024. The Board of Directors proposes that the payment date for the
first dividend instalment would be May 7, 2024.
The second dividend instalment, EUR 0.52 per
share, is proposed to be paid to shareholders registered in the
Company’s register of shareholders maintained by Euroclear Finland
Ltd on the record date for the second dividend instalment October
1, 2024. The Board of Directors proposes that the payment date for
the second dividend instalment would be October 8, 2024.
The Board of Directors proposes that the AGM
would authorize the Board of Directors to decide, if necessary, on
a new record date and a new payment date for the second dividend
instalment if regulations applicable to the Finnish book-entry
system change or otherwise so require.
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 Report for the Governing
Bodies
The Company’s Remuneration Report will be
presented to the AGM for advisory approval. The Remuneration Report
will be published in connection with the Annual Report.
Composition of the Board of Directors
The Shareholders’ Nomination Board proposes to
the AGM that the number of members of the Board of Directors would
be eight (8).
The Shareholders’ Nomination Board proposes to
the AGM that Ms. Mercedes Alonso, Mr. Doug Baillie, Ms. Anja
Korhonen, Ms. Pauline Lindwall, Ms. Kerttu Tuomas, Mr. Pekka
Vauramo and Mr. Ralf K. Wunderlich would be re-elected and, as a
new member, Mr. Robert K. Beckler would be elected as members of
the Board of Directors for a term ending at the end of the next
Annual General Meeting. In addition, the Shareholders’ Nomination
Board proposes that Mr. Pekka Vauramo would be elected as Chair of
the Board, and that Ms. Kerttu Tuomas would be re-elected as
Vice-Chair of the Board.
Two of the current members of the Board of
Directors, Mr. Pekka Ala-Pietilä and Mr. William R. Barker, have
announced that they are not available for re-election to the Board
of Directors.
Mr. Robert K. Beckler (born 1961) has acted as
Chief Executive Officer (2021–2023) and Senior Advisor (2017–2021)
at TemperPack Technologies, Inc. Before that he has worked at
WestRock Company in several management positions (1987–2016),
latest position being President, Packaging Solutions (2015–2016).
Mr. Beckler’s current key positions of trust include acting as a
Board member of Tedia Company, Wikoff Color Corporation and Mill
Rock Packaging Partners. Mr. Beckler holds B.Sc. (Chemistry) and
Ph.D. (Chemical Engineering). He is independent of the Company and
significant shareholders.
The biographical details of all candidates are
presented on the Company’s website (www.huhtamaki.com).
All of the candidates have given their consent
to the election.
Remuneration and expense compensation of the
members of the Board of Directors
The Shareholders’ Nomination Board proposes to
the AGM that the annual remuneration to the members of the Board of
Directors would be paid as follows: to the Chair EUR 175,000, to
the Vice-Chair EUR 82,000 and to the other members EUR 67,000 each.
In addition, the Shareholders’ Nomination Board proposes that the
annual remuneration to the Chair and members of the Board
Committees would be paid as follows: to the Chair of the Audit
Committee EUR 16,500 and to the other members of the Audit
Committee EUR 5,700 as well as to the Chair of the Human Resources
Committee EUR 10,000 and to the other members of the Human
Resources Committee EUR 4,000. In addition, the Shareholders’
Nomination Board proposes that EUR 1,500 would be paid for each
Board and Committee meeting attended. Traveling expenses of the
Board members would be compensated in accordance with the Company
policy.
The Shareholders’ Nomination Board expects all
members of the Board of Directors to own shares in Huhtamäki
Oyj.
Election and remuneration of the
Auditor
The Board of Directors proposes to the AGM, 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 re-elected as Auditor for the financial year
January 1 – December 31, 2024. KPMG Oy Ab has informed that Mr.
Henrik Holmbom, APA, would be the Auditor with principal
responsibility.
It is noted that KPMG Oy Ab would also act as
Authorized Sustainability Audit Firm of the Company. KPMG Oy Ab has
informed that Mr. Henrik Holmbom, APA would be the key
sustainability partner.
The recommendation of the Audit Committee is
included in the proposal of the Board of Directors available on the
Company’s website (www.huhtamaki.com).
The Board of Directors proposes to the AGM that
the Auditor’s remuneration would be paid against an invoice
approved by the Audit Committee of the Board of Directors. It is
noted that the Authorized Sustainability Audit Firm would also be
paid remuneration 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 AGM
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, 2025.
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 AGM
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, 2025.
For further information, please contact:
Sami Pauni, Executive Vice President, Corporate
Affairs and Legal, Group General Counsel, tel. +358 (0)10 686
7872
HUHTAMÄKI OYJBoard of Directors
About Huhtamaki
Huhtamaki is a leading global provider of sustainable packaging
solutions for consumers around the world. Our innovative products
protect on-the-go and on-the-shelf food and beverages, and personal
care products, ensuring hygiene and safety, driving accessibility
and affordability, and helping prevent food waste. We embed
sustainability in everything we do. We are committed to achieving
carbon neutral production and designing all our products to be
recyclable, compostable or reusable by 2030. Our blueloopTM
sustainable packaging solutions are world-leading and designed for
circularity.
We are a participant in the UN Global Compact, Huhtamaki is
rated ‘A’ on the MSCI ESG Ratings assessment and EcoVadis has
awarded Huhtamaki with the Gold medal for performance in
sustainability. To play our part in managing climate change, we
have set science-based targets that have been approved and
validated by the Science-Based Targets initiative.
With 100 years of history and a strong Nordic heritage we
operate in 37 countries and 116 operating locations around the
world. Our values Care Dare Deliver guide our decisions and help
our team of around 18 000 employees make a difference where it
matters. Our 2022 net sales totalled EUR 4.5 billion. Huhtamaki
Group is headquartered in Espoo, Finland and our parent company,
Huhtamäki Oyj, is listed on Nasdaq Helsinki Ltd. Find out more
about how we are protecting food, people and the planet at
www.huhtamaki.com.
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