HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 15.2.2007 AT 10.00
Proposals by Huhtamäki Oyj's Board of Directors as well as the Nomination
Committee and the Audit Committee to the Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders (AGM) of Huhtamäki Oyj will be held in
Helsinki on April 12, 2007.
The AGM will handle, in addition to the matters specified in Article 8 of the
Articles of Association and Chapter 5 Section 3 of the Companies Act as subject
to the decision by the AGM, the following matters:
1. Amending the Articles of Association
The Board of Directors proposes to the AGM that the current Articles of
Association be amended as follows:
- The provisions on minimum and maximum share capital, minimum and maximum
number of shares, record date and shareholders' pre-emptive right to
subscribe shares shall be abolished (§ 3).
- The provision on maximum age of members of the Board of Directors shall
be abolished (§ 4).
- The provisions on election of the Managing Director shall be amended to
correspond to the terminology of the Companies Act entered in force on
September 1, 2006 (§ 5).
- The provisions on the Executive Committee shall be abolished (§ 6).
- The provisions on the right to represent the Company shall be amended to
correspond to the terminology of the new Companies Act (§ 7).
- The provision on Auditor shall be added as a separate article according
to which the Company shall have one (1) Auditor which shall be an
auditing firm accredited by the Central Chamber of Commerce (new § 7).
- Amend the provisions on the date when the AGM shall be held to be within
six (6) months from the end of the financial period; and the matters to
be included on the AGM's agenda to correspond to the terminology of the
new Companies Act (§ 8).
- Amend the provisions on the notice of the General Meeting of Shareholders
to the effect that the notice must be published no later than seventeen
(17) days before the meeting; and the last date of a shareholder to
notify the Company of the intention to attend the meeting to be no
earlier than ten (10) days prior to the meeting (§ 9).
- Additionally, all articles shall be added with clarifying headings.
2. Proposal of the Board of Directors to authorize the Board of Directors to
resolve on conveyance of the Company's own shares
The Board of Directors proposes that the AGM would resolve on authorizing the
Board of Directors to decide on conveyance of the Company's own shares either
against payment or without payment on the following terms and conditions:
Shareholder's pre-emption right and directed conveyance of shares
The Board of Directors has the right to decide to whom and which order the
Company's own shares are conveyed.
The shares may be conveyed:
- to the Company's shareholders in proportion to their current
shareholdings in the Company; or
- waiving the shareholder's pre-emption right, through a directed
conveyance of shares if the Company has a weighty financial reason to do
so, such as using the shares as consideration in possible mergers and
acquisitions and other business arrangements, to finance investments or
as a part of the Company's incentive program. The directed conveyance of
shares may be carried out without payment only if there is, taking into
account the interests of the Company and all the shareholders, an
especially weighty financial reason for the Company to do so.
Maximum number of shares
A maximum of 5,061,089 Company's own shares that are in the Company's
possession may be conveyed.
Recognition of the subscription price
The Board of Directors has the right to decide that the amount payable for
Company's own shares conveyed shall be either entirely or partially entered
into the share capital or the fund for invested non-restricted equity.
Other terms and period of validity
The Board of Directors shall decide on other terms of the conveyance of
Company's own shares.
The authorization is valid until December 31, 2009.
Composition and Remuneration of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the Board of
Directors shall consist of seven (7) members.
The Nomination Committee proposes that to the Board of Directors, until the end
of the Annual General Meeting of Shareholders following the election, be re-
elected Ms. Eija Ailasmaa, Mr. George V. Bayly, Mr. Robertus van Gestel, Mr.
Paavo Hohti, Mr. Mikael Lilius, Mr. Anthony J.B. Simon and Mr. Jukka Suominen.
All the individuals proposed above have given their consent to the election.
The Annual General Meeting of Shareholders held on March 27, 2006 confirmed the
following annual remuneration for the members of the Board of Directors: for the
Chairman EUR 80,000, for the Vice Chairman EUR 50,000 and for other members EUR
40,000. In addition, a meeting fee of EUR 500 per meeting shall be paid to all
members for the Board and Board Committee meetings they attend. Traveling
expenses shall be compensated in accordance with the Company policy.
The latest raise of the remuneration for the members of the Board of Directors
occurred on March 28, 2003. The Nomination Committee proposes to the AGM that the
following annual remuneration for the members of the Board of Directors shall be
confirmed: for the Chairman EUR 90,000, for the Vice Chairman EUR 55,000 and for
other members EUR 45,000. Meeting fees and traveling expenses are proposed to be
kept unchanged.
Election of Auditors
The Annual General Meeting of Shareholders held on March 27, 2006 elected Ms.
Solveig Törnroos-Huhtamäki, APA, and Mr. Pekka Pajamo, APA, as Auditors of the
Company and Mr. Ari Ahti, APA, as their Deputy. The Auditors and the Deputy
Auditor represent Authorized Public Accountant firm KPMG Oy Ab.
The Audit Committee of the Board of Directors proposes that the AGM shall elect
one (1) Auditor.
The Audit Committee proposes that Authorized Public Accountant firm KPMG Oy Ab
shall be elected as Auditor for the financial year January 1 - December 31, 2007.
Dividend
The Board of Directors proposes to the AGM, based on the profit shown on the
balance sheet to be adopted for the financial period ended on December 31, 2006 a
dividend of EUR 0.42 per share to be paid. The dividend is proposed to be paid on
April 24, 2007 to a shareholder who on the record date April 17, 2007 is
registered as a shareholder in the company's shareholder register.
The notice to convene the Annual General Meeting of Shareholders will be
published in the Helsingin Sanomat newspaper on March 8, 2007.
Enquiries:
Mr. Juha Salonen, Group VP, General Counsel,
Tel. +358-(0)10 686 7851
HUHTAMÄKI OYJ
Group Communications
Huhtamäki Oyj: Proposals by Huhtamäki Oyj's Board of Directors as well as the Nomination Committee
| Source: Huhtamäki Oyj