Proposals by Huhtam? Oyj's Board of Directors, Nomination Committee and Audit Committee to the Annual General Meeting of Shareholders
(Thomson Reuters ONE) - HUHTAM?I OYJ STOCK EXCHANGE RELEASE 12.2.2010 AT 9.00The Annual General Meeting of Shareholders (AGM) of Huhtam? Oyj will be heldon Wednesday March 24, 2010 at 14.00 in the Finlandia Hall, Congress Wing,Mannerheimintie 13 e, Helsinki.Proposal to Distribute Retained EarningsThe Board of Directors proposes, based on the balance sheet to be adopted forthe financial period ended on December 31, 2009, a dividend of EUR 0.38 pershare to be paid. The dividend is proposed to be paid on April 7, 2010 to ashareholder who on the record date March 29, 2010 is registered as a shareholderin the Company's shareholders' register.In addition, the Board of Directors proposes that in connection with theCompany's 90 years anniversary, the Board of Directors would be authorized togrant donations of no more than EUR 700,000 through the Finnish CulturalFoundation to a national youth project "Myrsky" and no more than EUR 500,000 tosupport activities of Finnish universities. The donations will be payable duringyear 2010 on dates determined by the Board of Directors. The total maximumamount of the donations will be EUR 1,200,000.No significant changes have taken place in the Company's financial positionsince the end of the financial year. The Company's liquidity position is goodand the proposed distribution does not, in the view of the Board of Directors,risk the Company's ability to fulfill its obligations.Composition and Remuneration of the Board of DirectorsThe Nomination Committee of the Board of Directors proposes that the Board ofDirectors shall consist of eight (8) members.The Nomination Committee proposes that to the Board of Directors, until the endof the Annual General Meeting of Shareholders following the election, would bere-elected Ms. Eija Ailasmaa, Mr. George V. Bayly, Mr. Rolf B?sson, Ms.Siaou-Sze Lien, Mr. Mikael Lilius, Mr. Anthony J.B. Simon and Mr. JukkaSuominen.The current member of the Board of Directors Mr. Robertus van Gestel notifiedthe Company that he will not stand for re-election to the Board of Directors.As a new member of the Board of Directors, the Nomination Committee proposes Mr.William R. Barker to be elected.Mr. William R. Barker (born 1949) has been a member of the Board of Directors ofRexam PLC and worked as the Group Executive Director, Rexam Beverage Can between2005 and 2009. Before that he acted as the President & CEO, Rexam Beverage CanAmericas between 2001 and 2004. Rexam PLC is a global consumer packaging companyand the leading beverage can maker. Mr. Barker has retired from Rexam inFebruary 2009. Prior to joining Rexam, Mr. Barker worked in Textron Inc., OEAInc., Bosal International N.V. and Gates Rubber Company in several differentpositions. His other current key position of trust is Board member of LeedsSchool of Business, University of Colorado in the U.S. Mr. Barker holds aMaster's Degree in Business Administration (MBA) and Bachelor of Science inChemical Engineering.All the individuals proposed above have given their consent to the election.The Annual General Meeting of Shareholders held on April 3, 2009 confirmed thefollowing annual remuneration for the members of the Board of Directors: for theChairman EUR 90,000, for the Vice Chairman EUR 55,000 and for other members EUR45,000. In addition, a meeting fee of EUR 500 per meeting shall be paid to allmembers for the Board and Board Committee meetings they attend. Travellingexpenses shall be compensated in accordance with the Company policy.The Nomination Committee proposes the remuneration for the members of the Boardof Directors to be kept unchanged.Proposal for Election and Remuneration of AuditorThe Audit Committee of the Board of Directors proposes that Authorized PublicAccountant firm Ernst & Young Oy shall be elected as Auditor for the financialyear January 1 - December 31, 2010. Ernst & Young Oy has announced Mr. HarriP?sinen, APA, to be the Auditor with principal responsibility.The Audit Committee proposes that the Auditor's remuneration shall be paidagainst an approved invoice.Proposal to amend Article 9 of the Articles of AssociationDue to the amendment of the Finnish Companies Act entered into force on December31, 2009, the Board of Directors proposes that Article 9 of the Articles ofAssociation regarding the Notice of General Meeting of Shareholders shall beamended so that the notice shall be given no later than three (3) weeks prior tothe date of the General Meeting of Shareholders but at least nine (9) days priorto the record date of the General Meeting of Shareholders.The notice to convene the Annual General Meeting of Shareholders will bepublished in the Helsingin Sanomat newspaper on March 3, 2010.Enquiries: Mr. Juha Salonen, Senior Vice President, Administration and GeneralCounsel, Tel. +358 (0)10 686 7851HUHTAM?I OYJGroup CommunicationsHuhtamaki Group is a leading manufacturer of consumer and specialty packagingwith 2008 net sales totaling EUR 2 billion. Foodservice and consumer goodsmarkets are served by approximately 13,000 people in 54 manufacturing units andseveral sales offices in 33 countries. The parent company, Huhtam? Oyj, hasits head office in Espoo, Finland and is listed on the NASDAQ OMX Helsinki Ltd.Additional information is available at www.huhtamaki.com
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Datum: 12.02.2010 - 02:06 Uhr
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