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 (the “Company”) (the “AGM”) will occur on Thursday, April 25, 2024, at 11:00 (EEST), at Scandic Marina Congress Center, Katajanokanlaituri 6, 00160 Helsinki, Finland.
The notification for the AGM is set to be issued on the company’s website (www.huhtamaki.com) on March 26, 2024. Additionally, an announcement concerning the notification will appear in the Helsingin Sanomat newspaper. The notification will contain more detailed information regarding participation and voting at the AGM.
Utilization of the profit displayed on the balance sheet
The Board of Directors suggests an aggregate dividend of EUR 1.05 per share to the AGM based on the balance sheet approved for the financial period concluding on December 31, 2023. The proposal entails dividing the dividend into two payments.
The initial dividend payment, EUR 0.53 per share, is recommended to be distributed to shareholders registered in the company’s shareholder register maintained by Euroclear Finland Ltd. on the record date for the first dividend payment on April 29, 2024. The suggested payment date for the initial dividend is May 7, 2024.
The second dividend payment, EUR 0.52 per share, is proposed for shareholders registered in the company’s shareholder register maintained by Euroclear Finland Ltd. on the record date for the second dividend payment on October 1, 2024. The suggested payment date for the second dividend is October 8, 2024.
Additionally, the Board of Directors proposes that the AGM authorize them to determine, if necessary, a new record date and payment date for the second dividend payment in case regulations applicable to the Finnish book-entry system change or require such adjustments.
There have been no significant alterations in the company’s financial standing since the conclusion of the financial year. The company maintains a favourable liquidity position, and the proposed distribution, from the board’s’ perspective, does not jeopardize the company’s ability to meet its obligations.
Remuneration Report for the Governing Bodies
The company’s remuneration report will be submitted to the AGM for advisory approval. This report will be published along with the annual report.
Composition of the Board of Directors
The Shareholders’ Nomination Board suggests to the AGM that the Board of Directors consist of eight (8) members.
The Shareholders’ Nomination Board suggests to the AGM the re-election of Ms. Mercedes Alonso, Mr. Doug Baillie, Ms. Anja Korhonen, Ms. Pauline Lindwall, Ms. Kerttu Tuomas, Mr. Pekka Vauramo, and Mr. Ralf K. Wunderlich, along with the election of Mr. Robert K. Beckler as a new member. This term would conclude at the end of the subsequent annual general meeting. Additionally, the Shareholders’ Nomination Board suggests the re-election of Mr. Pekka Vauramo as Chair of the Board and the re-election of Ms. Kerttu Tuomas as Vice-Chair of the Board.
Two current Board members, Mr. Pekka Ala-Pietilä and Mr. William R. Barker, have stated their unavailability for re-election to the Board of Directors.
Mr. Robert K. Beckler (born 1961) has served as Chief Executive Officer (2021–2023) and Senior Advisor (2017–2021) at TemperPack Technologies, Inc. Prior to this, he held various management positions at WestRock Company (1987–2016), with his most recent position being President, Packaging Solutions (2015–2016). Mr. Beckler’s current key positions of trust include serving as a board member of Tedia Company, Wikoff Color Corporation, and Mill Rock Packaging Partners. Mr. Beckler holds a B.Sc. (Chemistry) and a Ph.D. (Chemical Engineering). He maintains independence from the company and its significant shareholders.
Biographical details of all candidates are available on the company’s website (www.huhtamaki.com).
All candidates have consented to their election.
Remuneration and expense compensation of the Board of Directors members
The Shareholders’ Nomination Board suggests to the AGM that the annual remuneration for Board members be as follows: EUR 175,000 for the Chair, EUR 82,000 for the Vice-Chair, and EUR 67,000 for other members. Additionally, the Shareholders’ Nomination Board suggests annual remuneration for Chairs and members of Board Committees as follows: EUR 16,500 for the Chair of the Audit Committee, EUR 5,700 for other Audit Committee members, EUR 10,000 for the Chair of the Human Resources Committee, and EUR 4,000 for other Human Resources Committee members. Moreover, an amount of EUR 1,500 would be paid for each board and committee meeting attended. Board members’ travel expenses would be reimbursed in line with company policy.
The Shareholders’ Nomination Board expects all Board of Directors members to hold shares in Huhtamäki Oyj.
Election and Remuneration of the Auditor
The Board of Directors proposes to the AGM, based on the recommendation of the Audit Committee, the re-election of KPMG Oy Ab as auditor for the financial year January 1–December 31, 2024. KPMG Oy Ab has nominated Mr. Henrik Holmbom, APA, as the auditor with primary responsibility.
It is noteworthy that KPMG Oy Ab would also act as the authorized sustainability audit firm of the company. KPMG Oy Ab has named Mr. Henrik Holmbom, APA, as the key sustainability partner.
The recommendation of the Audit Committee is included in the Board of Directors’ proposal, available on the company’s website (www.huhtamaki.com).
The Board of Directors proposes to the AGM that the auditor’s remuneration be paid upon an invoice approved by the Audit Committee. It is also noted that the authorized sustainability audit firm would be remunerated upon an invoice approved by the audit committee.
Authorization for the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the AGM authorize them to decide on the repurchase of a maximum aggregate of 10,776,038 of the company’s own shares, provided that the number of shares held by the company at any given time does not exceed 10 percent of all company shares. Repurchases may only be made using unrestricted equity.
Own shares may be repurchased at the current public trading price on the date of repurchase or at a market-formed price. The Board of Directors will determine the method of repurchase. Own shares may be repurchased in a manner other than proportionate to shareholders’ holdings (directed repurchase). This authorization is valid until the end of the next Annual General Meeting, or no later than June 30, 2025.