Notice to Huhtamäki Oyj´s Annual General Meeting of Shareholders - Seite 3
(Business Management) degrees.
All the individuals proposed above have given their consent to the election.
13. Resolution on the remuneration of the Auditor
The Audit Committee of the Board of Directors proposes that the Auditor´s
remuneration would be paid against an approved invoice.
14. Election of the Auditor
The Audit Committee of the Board of Directors proposes that Authorized Public
Accountant firm Ernst & Young Oy would be elected as Auditor for the financial
year January 1 - December 31, 2012. Ernst & Young Oy has announced M.Sc. (Econ),
Mr. Harri Pärssinen, APA, to be the Auditor with principal responsibility.
15. Proposal by the Board of Directors to amend Article 9 of the Articles of
Association
The Board of Directors proposes that Article 9 of the Articles of Association
would be amended so that the notice of the General Meeting of Shareholders can
be published on the Company´s website as an alternative to publishing the notice
in a newspaper. After the amendment, Article 9 of the Articles of Association
would read as follows:
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"9 § Notice of the General Meeting of Shareholders
The General Meeting of Shareholders shall be convened by a notice published in a
national daily newspaper or on the Company´s website, not earlier than two (2)
months and no later than three (3) weeks prior to the date of the General
Meeting of Shareholders but at least nine (9) days prior to the record date of
the General Meeting of Shareholders.
In order to be entitled to attend the meeting, the shareholder shall have to
notify the Company of the intention to attend by the date specified in the
notice to the meeting, which date may not be earlier than ten (10) days prior to
the meeting."
16. Proposal by the Board of Directors to authorize the Board of Directors
to decide on conveyance of the Company´s own shares
The Board of Directors proposes that the Board of Directors would be authorized
to decide on conveyance of the Company´s own shares either against payment or
without payment on the following terms and conditions:
Shareholder´s pre-emption right and directed conveyance of shares
The Board of Directors has the right to decide to whom and in which order the
Company´s own shares are conveyed. The shares may be conveyed:
- to the Company´s shareholders in proportion to their current shareholdings in
the Company; or
- waiving the shareholder´s pre-emption right, through a directed conveyance of
shares if the Company has a weighty financial reason to do so, such as using the
shares as consideration in possible mergers and acquisitions and other business
arrangements, to finance investments or as a part of the Company´s incentive