Huhtamäki Oyj: Notice to the Annual General Meeting
HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 26.3.2024 AT
9:00 EET
Huhtamäki Oyj: Notice to the Annual General
Meeting
Notice is given to the shareholders of Huhtamäki Oyj (the
“Company”) to participate in the Annual General Meeting to be held
on Thursday, April 25, 2024, at 11:00 a.m. (EEST) at Scandic Marina
Congress Center, Katajanokanlaituri 6, 00160 Helsinki, Finland.
Reception of shareholders who have registered for the meeting and
distribution of voting tickets will commence at 10:00 a.m.
(EEST).
Shareholders may follow the Annual General Meeting via a
webcast. The webcast is available for those shareholders who have
registered for the webcast and are also registered in the Company’s
shareholders’ register maintained by Euroclear Finland Ltd on the
record date of the Annual General Meeting, April 15, 2024.
Instructions on how to register for and follow the webcast are
available on the Company’s website (www.huhtamaki.com). It is not
possible to present questions, make proposals or vote via the
webcast, and following the meeting via the webcast is not
considered participation in the Annual General Meeting or exercise
of shareholder rights.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL
MEETING
The following matters will be considered at the Annual General
Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinize the minutes and
to verify the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption
of the list of votes
6. Presentation of the Annual Accounts including the
Consolidated Annual Accounts, the Directors’ Report and the
Auditor’s Report for the year 2023
Review by the President and CEO
7. Adoption of the Annual Accounts including the
Consolidated Annual Accounts
8. Resolution on the use of the profit shown on the
balance sheet and the distribution of dividend
The Board of Directors proposes to the Annual General Meeting
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
shareholders’ register 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
shareholders’ register 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 Annual General Meeting
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.
9. Resolution on the discharge of the members of the
Board of Directors and the President and CEO from
liability
10. Presentation and adoption of the Remuneration Report
for the Governing Bodies
The Company’s Remuneration Report 2023 will be presented to the
Annual General Meeting for advisory approval. The Remuneration
Report 2023 is available on the Company’s website
(www.huhtamaki.com).
11. Resolution on the remuneration and expense
compensation of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual
General Meeting 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. Travel 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.
12. Resolution on the number of members of the Board of
Directors
The Shareholders’ Nomination Board proposes to the Annual
General Meeting that the number of members of the Board of
Directors would be eight (8).
13. Election of members of the Board of
Directors
The Shareholders’ Nomination Board proposes to the Annual
General Meeting 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 the Chair
of the Board, and that Ms. Kerttu Tuomas would be re-elected as the
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.
14. Resolution on the remuneration of the
Auditor
The Board of Directors proposes to the Annual General Meeting
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.
15. Election 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 re-elected as Auditor for the financial year
January 1 – December 31, 2024. KPMG Oy Ab has informed that Mr.
Henrik Holmbom, APA, ASA, 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, ASA, would be the key sustainability
partner.
The recommendation of the Audit Committee is included in the
proposal of the Board of Directors, which is available on the
Company’s website (www.huhtamaki.com).
16. Authorizing the Board of Directors to resolve on the
repurchase of the Company’s own shares
The Board of Directors proposes to the Annual General Meeting
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, 2025.
17. 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 to the Annual General Meeting
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, 2025.
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned proposals for the resolutions on the matters
on the agenda of the Annual General Meeting, this notice and the
Company’s Remuneration Report are available on the Company’s
website (www.huhtamaki.com). The Annual Report, which includes the
Company’s Annual Accounts, the Consolidated Annual Accounts, the
Directors’ Report and the Auditor’s Report, is also available on
the above-mentioned website. The proposals for the resolutions and
the other above-mentioned documents are also available at the
Annual General Meeting. The minutes of the Annual General Meeting
will be available on the above-mentioned website as from May 9,
2024, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL
GENERAL MEETING
1. Shareholders registered in the shareholders’
register
Each shareholder who is registered on the record date of the
Annual General Meeting, April 15, 2024, in the shareholders’
register of the Company maintained by Euroclear Finland Ltd is
entitled to participate in the Annual General Meeting. Shareholders
whose shares are registered on their personal Finnish book-entry
account or equity savings account are registered in the
shareholders’ register of the Company.
The registration period for the Annual General Meeting commences
on March 26, 2024. A shareholder who is registered in the
shareholders’ register of the Company and who wants to participate
in the Annual General Meeting shall register for the Annual General
Meeting by giving a prior notice of participation which must be
received no later than on April 19, 2024 at 4:00 p.m. (EEST).
Such notice can be given:
a. on the Company’s website at www.huhtamaki.com
Electronic registration requires a strong electronic
identification of the shareholder or the shareholder’s proxy
representative or legal representative with a Finnish, Swedish or
Danish bank ID or mobile certificate.
b. by email to agm@innovatics.fi
c. by phone to +358 10 281 8909 from Monday to Friday 9:00 a.m.
to 12:00 noon and 1:00 p.m. to 4:00 p.m. (EET/EEST)
In connection with the registration, requested information must
be provided, such as the name, date of birth or business ID,
address, telephone number and email address of the shareholder, and
the name of a possible assistant or proxy representative or legal
representative as well as the date of birth of the proxy
representative or legal representative. The personal data is used
only in connection with the Annual General Meeting and with the
processing of related necessary registrations.
Shareholders or their authorized representatives or proxy
representatives shall, if required, be able to prove their identity
and/or right of representation at the meeting venue.
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to
participate in the Annual General Meeting by virtue of such shares
based on which they, on the record date of the Annual General
Meeting, April 15, 2024, would be entitled to be registered in the
shareholders’ register of the Company maintained by Euroclear
Finland Ltd. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such
shares has been temporarily registered in the shareholders’
register of the Company maintained by Euroclear Finland Ltd by
April 22, 2024 at 10:00 a.m. (EEST) at the latest. As regards
nominee-registered shares, this constitutes due registration for
the Annual General Meeting.
Holders of nominee-registered shares are advised to request
without delay the necessary instructions from their custodian
regarding the temporary registration in the shareholders’ register
of the Company, the issuing of proxy authorization documents and
voting instructions, as well as registration for the Annual General
Meeting. The account manager of the custodian shall temporarily
register a holder of nominee-registered shares who wants to
participate in the Annual General Meeting into the shareholders’
register of the Company at the latest by the time stated above.
For the sake of clarity, it is noted that holders of
nominee-registered shares cannot register for the Annual General
Meeting on the Company’s website, but they must be registered by
their custodians instead.
Further information on these matters can also be found on the
Company’s website (www.huhtamaki.com).
3. Proxy representatives and powers of
attorney
Shareholders may participate in the Annual General Meeting and
exercise their rights at the Annual General Meeting by way of proxy
representation. Proxy representatives registering electronically
for the Annual General Meeting must identify themselves personally
through strong electronic authentication, after which they can
register on behalf of the shareholder they represent.
Proxy representatives shall produce a dated proxy document or
otherwise in a reliable manner demonstrate their right to represent
the shareholder at the Annual General Meeting. Proxy document
template is available on the Company’s website
(www.huhtamaki.com).
If a shareholder participates in the Annual General Meeting by
means of several proxy representatives representing the shareholder
with shares in different securities accounts, the shares in respect
of which each proxy representative represents the shareholder shall
be identified in connection with the registration for the Annual
General Meeting.
Possible proxy documents are requested to be delivered primarily
in connection with the electronic registration as attachments or
alternatively by email to agm@innovatics.fi or as originals by
regular mail to Innovatics Oy, AGM / Huhtamäki Oyj,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland before the end of
the registration period, by which time the proxy documents must be
received. In addition to delivering proxy documents, shareholders
or their proxy representatives must also register for the Annual
General Meeting as instructed in this notice.
Shareholders that are legal persons may also, as an alternative
to traditional proxy documents, use the electronic Suomi.fi
authorization service for authorizing their proxy representatives.
The representative is mandated in the Suomi.fi service at
www.suomi.fi/e-authorizations (authorization topic “Representation
at the General Meeting”). When registering for the Annual General
Meeting on the Company’s website, the authorized representatives
shall identify themselves with strong electronic authentication,
after which the electronic mandate is verified. The strong
electronic authentication takes place with personal online banking
credentials or a mobile certificate. For more information, see
www.suomi.fi/e-authorizations.
4. Other instructions and information
The meeting language is Finnish. Simultaneous translation will
be available at the meeting venue into English and, when relevant,
Finnish.
No free parking has been arranged at the meeting venue.
The information concerning the Annual General Meeting required
under the Finnish Companies Act and the Finnish Securities Markets
Act is available on the Company’s website (www.huhtamaki.com).
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a
shareholder who is present at the Annual General Meeting has the
right to request information with respect to the matters to be
considered at the meeting.
At the time of the publication of this notice, on March 26,
2024, the total number of shares and votes in Huhtamäki Oyj is
107,760,385, which includes 2,999,685 own shares held by the
Company or its subsidiaries. Such own shares do not carry voting
rights.
Changes in shareholding occurring after the record date of the
Annual General Meeting, April 15, 2024, will not affect the right
to participate in the Annual General Meeting or the number of votes
of such shareholder at the Annual General Meeting.
In Espoo, March 26, 2024
For further information, please contact:Sami
Pauni, Executive Vice President, Corporate Affairs and
Legal, Group General Counsel, tel. +358 (0)10 686 7167
HUHTAMÄKI OYJBoard of Directors
About HuhtamakiHuhtamaki 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 107 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 2023 net sales totalled EUR 4.2 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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