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Huhtamäki Oyj
Proposals by Huhtamäki Oyj’s Board of Directors and the Shareholders’ Nomination Board to the Annual General Meeting of Shareholders (GlobeNewswire)

2022-02-10 08:00

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 10.2.2022 AT 9:00

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 (AGM) will be held on Wednesday, April 27, 2022. The Board of Directors of the Company has decided that, due to the COVID-19 pandemic, the AGM will be held under exceptional meeting procedures based on the Finnish temporary legislative act (375/2021).

After the AGM, shareholders will be provided with an opportunity to follow a webcast where the Chair of the Board and other Company representatives will address topical themes of the Company.

The AGM will be held without the presence of shareholders or their representatives in order to ensure the health and safety of the Company‘s shareholders, personnel and other stakeholders. The shareholders of the Company and their proxy representatives may participate in the meeting and exercise their rights as shareholders by voting in advance as well as by making counterproposals and presenting questions in advance.

The notice to convene the AGM is planned to be published on the Company’s website (www.huhtamaki.com) on March 21, 2022. 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 meeting as well as on the delivery of counterproposals and questions.

Use of the profit shown on the balance sheet
The Board of Directors proposes to the AGM that an aggregate dividend of EUR 0.94 per share be paid based on the balance sheet adopted for the financial period ended on December 31, 2021. The Board of Directors proposes that the dividend be paid in two instalments.

The first dividend instalment, EUR 0.47 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, 2022. The Board of Directors proposes that the payment date for the first dividend instalment would be on May 6, 2022.

The second dividend instalment, EUR 0.47 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 3, 2022. The Board of Directors proposes that the payment date for the second dividend instalment would be on October 10, 2022.

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 nine (9).

The Shareholders’ Nomination Board proposes that Mr. Pekka Ala-Pietilä, Mr. Doug Baillie, Mr. William R. Barker, Ms. Anja Korhonen, Ms. Kerttu Tuomas, Ms. Sandra Turner and Mr. Ralf K. Wunderlich would be re-elected and, as new members, Ms. Mercedes Alonso and Mr. Heikki Takala 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 Ala-Pietilä would be re-elected as Chair of the Board, and that Ms. Kerttu Tuomas would be re-elected as Vice Chair of the Board.

Ms. Mercedes Alonso (born 1966) acts as Executive Vice President, Renewable Polymers and Chemicals, and Member of the Executive Committee at Neste Corporation (2019–). Before that she has worked at LyondellBasell as Marketing Director, Advanced Polymer Solutions, Europe (2019) and in several different executive roles at A. Schulman (2013–2019) and at Dow Chemical (1991–2013). Ms. Alonso acts as a Board member of Cefic (European Chemical Industry Council) (2020–). Ms. Alonso holds a M.Sc. (Chem). She is independent of the Company and significant shareholders.

Mr. Heikki Takala (born 1966) acts in various advisory roles for private equity and strategy consulting companies. Before that he has acted as President and CEO at Amer Sports (2010–2020), and in several different executive roles at Procter & Gamble (1992–2010), latest position being Managing Director, Global Commercial Operations, P&G Professional. Mr. Takala acts as a Board member of Paulig Group (2021–). Mr. Takala holds a M.Sc. (Econ). He is independent of the Company and significant shareholders.

The biographical details of all candidates are presented on the Company’s website at the Investors section.

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 would be paid as follows: to the Chair EUR 160,000, to the Vice-Chair EUR 75,000 and to the other members EUR 62,000 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 15,000 and to the other members of the Audit Committee EUR 5,000 as well as to the Chair of the Human Resources Committee EUR 5,000 and to the other members of the Human Resources Committee EUR 2,500. In addition, the Shareholders’ Nomination Board proposes that EUR 1,500 would be paid for each Board and Committee meeting attended. Except for the increase of the annual remuneration to the Chair of the Board of Directors from EUR 140,000 to EUR 160,000, the remuneration of the Board of Directors would be maintained at its current level. Traveling expenses of the Board members would be compensated in accordance with the Company policy.

The Shareholders’ Nomination Board recommends all members of the Board of Directors to own shares of 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, 2022. KPMG Oy Ab has announced that Mr. Henrik Holmbom, APA, would be the Auditor with principal responsibility.

The recommendation of the Audit Committee is included in the proposal of the Board of Directors available on the Company’s website.

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 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, 2023.

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, 2023.

For further information, please contact:
Sami Pauni, Executive Vice President, Corporate Affairs and Legal, Group General Counsel, tel. +358 (0)10 686 7872

HUHTAMÄKI OYJ
Board of Directors

About Huhtamaki
Huhtamaki is a key global provider of sustainable packaging solutions for consumers around the world, enabling wellbeing and convenience. Our innovative products protect on-the-go and on-the-shelf food and beverages, ensuring hygiene and safety, and help 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.

We are a participant in the UN Global Compact 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 38 countries and 114 operating locations around the world. Our values Care Dare Deliver guide our decisions and help our team of 19,600 employees make a difference where it matters. Our 2021 net sales totaled EUR 3.6 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 on www.huhtamaki.com.



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