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 OYJ
Board 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 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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