Proposals by Huhtamäki Oyj’s Board of Directors to the Annual General Meeting of Shareholders
HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 11.2.2021 AT 9:00
Proposals by Huhtamäki Oyj’s Board of Directors to the Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders of Huhtamäki Oyj (AGM) will be held on Thursday, April 22, 2021. The Board of Directors of the Company has decided that, due to the COVID-19 pandemic and uncertainty on ability to arrange a physical AGM, the AGM will be held with exceptional meeting procedures based on the Finnish temporary legislative act to limit the spread of the COVID-19 pandemic (677/2020).
After the AGM, shareholders will be provided with an opportunity to follow a webcast where the Chairman of the Board and the President & CEO 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 through 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 on March 22, 2021. 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.
In addition to the proposals of the Board of Directors presented below, the proposals by the Shareholders’ Nomination Board to the AGM regarding the composition and remuneration of the Board of Directors of the Company have been announced by a separate stock exchange release on January 15, 2021.
Use of the profit shown on the balance sheet
The Board of Directors proposes to the AGM that an aggregate dividend of EUR 0.92 per share be paid based on the balance sheet adopted for the financial period ended on December 31, 2020. The Board of Directors proposes that the dividend would be paid in two instalments.
The first dividend instalment, EUR 0.46 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 26, 2021. The Board of Directors proposes that the payment date for the first dividend instalment would be May 3, 2021.
The second dividend instalment, EUR 0.46 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, 2021. The Board of Directors proposes that the payment date for the second dividend instalment would be October 8, 2021.
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 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.
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, 2021. 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 webpage (www.huhtamaki.com).
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, 2022.
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, 2022.
For further information, please contact:
Sami Pauni, Executive Vice President, Corporate Affairs and Legal, Group General Counsel, tel. +358 (0)10 686 7872
Board of Directors
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 as of 2020, we received an MSCI ESG Rating of A, on a scale of AAA ─ CCC. To play our part in managing climate change, we have committed to set science-based targets through the Science Based Targets initiative. Huhtamaki has been awarded the Silver medal by EcoVadis for performance in sustainability.
With 100 years of history and a strong Nordic heritage we operate in 36 countries and 81 sites around the world. Our values Care Dare Deliver guide our decisions and help our team of 18,200 employees make a difference where it matters. Our 2020 net sales totaled EUR 3.3 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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