Resolutions of Huhtamäki Oyj’s Annual General Meeting of Shareholders

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 29.4.2020 AT 13:30



Resolutions of Huhtamäki Oyj’s Annual General Meeting of Shareholders



Huhtamäki Oyj’s Annual General Meeting of Shareholders was held in Helsinki on April 29, 2020. The meeting adopted the Annual Accounts including the Consolidated Annual Accounts for 2019, discharged the members of the Company’s Board of Directors and the CEO from liability, and approved all proposals made to the Annual General Meeting by the Board of Directors. The Annual General Meeting also decided to approve the Remuneration Policy for the Company’s Governing Bodies presented to it.



Dividend



The Annual General Meeting authorized the Board of Directors to decide at a later stage and in its discretion on the distribution of dividend in one or several instalments of a total maximum of EUR 0.89 per share. The authorization is valid until the next Annual General Meeting, however, no longer than until June 30, 2021.

The Company will publish the possible decisions on dividend payment, and simultaneously confirm the dividend record and payment dates. Dividends paid on the basis of the authorization will be paid to shareholders who on the applicable record date for such dividend payment are recorded in the shareholders’ register held by Euroclear Finland Oy.

Composition of the Board of Directors



The number of members of the Board of Directors was confirmed to be seven (7). 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 were re-elected as members of the Board of Directors for a term ending at the end of the next Annual General Meeting.



The Board of Directors elected Mr. Pekka Ala-Pietilä as the Chairman of the Board and Ms. Kerttu Tuomas as the Vice-Chairman of the Board.

Remuneration of the members of the Board of Directors

The Annual General Meeting confirmed that the annual remuneration to the members of the Board of Directors will remain unchanged and thus be paid as follows: to the Chairman EUR 120,000, to the Vice-Chairman EUR 68,000 and to other members EUR 57,000. In addition, the Annual General Meeting confirmed that the meeting fees will be paid for each meeting attended as follows: EUR 1,500 for all meetings, except EUR 3,000 to the Chairman of the Audit Committee for the Audit Committee meetings and EUR 1,750 to the Chairman of the Human Resources Committee for the Human Resources Committee meetings. Traveling expenses are compensated in accordance with the Company policy.

Auditor



KPMG Oy Ab, a firm of authorized public accountants, was elected as Auditor of the company for the financial year January 1 - December 31, 2020. Mr. Henrik Holmbom, APA, will be the Auditor with principal responsibility.

The Auditor's remuneration is paid against an invoice approved by the Audit Committee of the Board of Directors.



Authorization for the Board of Directors to resolve on the repurchase of the Company's own shares



The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of an aggregate maximum of 10,776,038 of the Company's own shares. The authorization covers also directed repurchases of the Company's own shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2021.



Authorization for the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares



The Annual General Meeting authorized the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares. 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 authorization covers also directed issuances of shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2021.

Establishment of a Shareholders’ Nomination Board

The Annual General Meeting resolved to establish a Shareholders’ Nomination Board and to adopt the Charter of the Shareholders’ Nomination Board.

The Shareholders’ Nomination Board replaces the Nomination Committee of the Board of Directors. The Shareholders’ Nomination Board comprises one member appointed by each of the four largest shareholders of the Company in accordance with the appointment procedure set out in the Charter. The Chairman of the Board of Directors serves as an expert member of the Shareholders’ Nomination Board.

Amendments to the Articles of Association

The Annual General Meeting resolved to amend the Articles of Association in accordance with the proposal of the Board of Directors so that amendments related to the establishment of the Shareholders’ Nomination Board and certain other technical amendments were made to the Articles of Association. As a result of the amendments, the Chairman and the Vice-Chairman of the Board of Directors can in the future be elected at the General Meeting.



Mr. Manne Airaksinen, Attorney-at-Law, chaired the meeting.



The minutes of the Annual General Meeting will be available on the website of Huhtamäki Oyj at as from May 13, 2020 at the latest.



For further information, please contact:

Sami Pauni, Executive Vice President, Corporate Affairs and Legal, Group General Counsel, tel. 6



HUHTAMÄKI OYJ

Global Communications

Huhtamaki is a key global player in sustainable food-on-the-go and food-on-the shelf packaging solutions. Our innovative products help billions of consumers around the world make responsible lifestyle choices every day. Today, packaging plays a significant role in food safety and convenience. We are committed to making packaging more circular and we embed sustainability in everything we do. We are focused on achieving carbon neutral production and having all our products designed to be recyclable, compostable or reusable by 2030.

With 100 years of history and a strong Nordic heritage we operate in 35 countries and 81 sites around the world. Our 19,000 employees are working to deliver smart next generation packaging. Our 2019 net sales totaled EUR 3.4 billion. Huhtamaki Group has its head office in Espoo, Finland and the parent company Huhtamäki Oyj is listed on Nasdaq Helsinki Ltd. Find out more about our Sustainability Action Plan and our ambition at