The Annual General Shareholders' Meeting (AGM) of Huhtamäki Oyj will be held in Helsinki on March 27, 2006. The AGM will deal with the statutory business decided upon Article 8 of the Articles of Association and the proposals by the company's Board of Directors regarding issuance of option rights and the authorization of the Board of Directors to resolve on conveyance of the company's own shares as follows:
Issuance of option rights to the key personnel belonging to the management of Huhtamäki Oyj and its subsidiaries
The Board of Directors proposes that an aggregate amount of 3.300.000 option rights be issued to the key personnel belonging to the management of Huhtamäki Oyj (the "Company") and its subsidiaries as well as to a wholly owned subsidiary of the Company, Huhtamäki Securities Oy. Such option rights entitle to the subscription for 3.300.000 Company shares with the counter value of 3,40 euros. The deviation from shareholders' pre-emptive subscription right is proposed on the basis of the option rights are intended to form a part of incentive and commitment program for key personnel in Huhtamaki Group.
Option rights shall be marked as follows: 1.100.000 with 2006 A, 1.100.000 with 2006 B and 1.100.000 with 2006 C. Each option right entitles to the subscription for one share of the Company.
The subscription price for the shares under the option rights marked with 2006 A shall be the market value of the Company share on the Helsinki Stock Exchange during the period of April 1, 2006 - April 30, 2006 added with such an amount that equals to ten (10%) per cent of the market value. The subscription price for the shares under the option rights marked with 2006 B shall be the market value of the Company share on the Helsinki Stock Exchange during the period of April 1, 2007 - April 30, 2007 added with such an amount that equals to ten (10%) per cent of the market value. The subscription price for the shares under the option rights marked with 2006 C shall be the market value of the Company share on the Helsinki Stock Exchange during the period of April 1, 2008 - April 30, 2008 added with such an amount that equals to ten (10%) per cent of the market value. Market value shall mean the average price paid for the share of the Company during the above-mentioned periods weighted by the volume of the trade.
The aggregate amount of dividends per one share resolved by the Annual General Meeting of the Company after April 30, 2006 but before the subscription for the shares shall be deducted from the subscription price of the shares under option rights marked with 2006 A at each dividend record date. The aggregate amount of dividends per one share resolved by the Annual General Meeting of the Company after April 30, 2007 but before the subscription for the shares shall be deducted from the subscription price of the shares under option rights marked with 2006 B at each dividend record date. The aggregate amount of dividends per one share resolved by the Annual General Meeting of the Company after April 30, 2008 but before the subscription for the shares shall be deducted from the subscription price of the shares under option rights marked with 2006 C at each dividend record date. The share subscription price shall, nevertheless, always amount to at least the book equivalent value of the share.
The period of subscription for shares shall begin on October 1, 2008 under the option rights marked with 2006 A, on October 1, 2009 under the option rights marked with 2006 B and on April 1, 2011 under the option rights marked with 2006 C. The period of subscription shall cease on October 31, 2011 under option rights marked with 2006 A., on October 31, 2012 under option rights marked with 2006 B and on April 30, 2014 under option rights marked with 2006 C. The period of the subscription shall be annually between January 2 and November 15 on such days as defined by the Board of Directors of the Company.
In connection with the subscription for new shares under the option rights, the share capital of the Company may be increased by a maximum aggregate amount of eleven million two hundred twenty thousand euros (EUR 11.220.000) If exercised in full, the option rights will entitle to the subscription for a total of 3.300.000 shares representing approximately 3,2 per cent of the shares and votes.
Some of the people entitled to the option rights may belong to the related entities of the Company.
Proposal of the Board of Directors to authorize the Board of Directors to resolve on conveyance of the company's own shares
The Board of Directors proposes that the Board of Directors is granted an authorisation to resolve on the conveyance of the company's own shares within one (1) year from the date of the Annual General Meeting. The authorisation would comprise the conveyance of all such shares of the company that are either acquired on the basis of the acquisition authorisations granted to the Board of Directors and/or which the company otherwise holds.
The authorisation would entitle the Board of Directors to resolve to whom and in which order the own shares are conveyed.
In addition, the shares can be conveyed deviating from the shareholders' pre-emptive right to be used as consideration in prospective business acquisitions or in other arrangements or in order to finance investments as well as to implement Company's share-based incentive plan in the manner and to the extent decided by the Board of Directors, provided that from the company's perspective important financial grounds for deviating exist.
The shares shall be conveyed at the price resolved by the Board of Directors and the shares can be conveyed also for consideration other than money.
The Board of Directors may also resolve on selling the shares in public trading in the Helsinki Stock Exchange.
Dividend
The Board of Directors proposes to the Annual General Meeting, based on the profit shown on the balance sheet to be adopted for the financial period ended on December 31, 2005 a dividend of EUR 0,38 per share to be paid. The dividend is proposed to be paid on April 6, 2006 to a shareholder who on the record date March 30, 2006 is registered as a shareholder in the company's shareholder register.
The attached Notice to Convene the Annual General Meeting will be published on February 13, 2006 in the Helsingin Sanomat daily newspaper.
Enquiries: Mr. Juha Salonen, Group VP, General Counsel, tel. +358-9-6868 8380