https___www.huhtamaki.com_en_media_media_stock-exchange-release_2009_notice-to-huhtamaki-oyjs-annual-general-meeting-of-shareholders_.xml
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Notice to Huhtamäki Oyj's Annual General Meeting of Shareholders Matters on the agenda of the Annual General Meeting of Shareholders Opening of the meeting Calling the meeting to order Election of persons to scrutinize the minutes and to supervise the counting of votes Recording the legality of the meeting Recording the attendance at the meeting and adoption of the list of votes Presentation of the Annual Accounts including the Consolidated Annual Accounts, the Report of the Board of Directors and the Auditor's Report for the year 2008 Review by the CEO Adoption of the Annual Accounts including the Consolidated Annual Accounts Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board of Directors proposes based on the balance sheet to be adopted for the financial period ended on December 31, 2008, a dividend of EUR 0.34 per share to be paid. The dividend is proposed to be paid on April 17, 2009 to a shareholder who on the record date April 8, 2009 is registered as a shareholder in the Company's shareholders' register maintained by the Finnish Central Securities Depository (Euroclear Finland Ltd.). Resolution on the discharge of the members of the Board of Directors and the CEO from liability Resolution on the remuneration of the members of the Board of Directors The Annual General Meeting of Shareholders held on March 31, 2008 confirmed the following annual remuneration for the members of the Board of Directors: for the Chairman EUR 90,000, for the Vice-Chairman EUR 55,000 and for other members EUR 45,000. In addition, a meeting fee of EUR 500 per meeting shall be paid to all members for the Board and Board Committee meetings they attend. Traveling expenses shall be compensated in accordance with the Company policy. The Nomination Committee of the Board of Directors proposes the remuneration for the members of the Board of Directors to be kept unchanged. Resolution on the number of members of the Board of Directors The Nomination Committee of the Board of Directors proposes that the Board of Directors shall consist of eight (8) members. Election of members of the Board of Directors The Nomination Committee of the Board of Directors proposes that to the Board of Directors, until the end of the Annual General Meeting of Shareholders following the election would be re-elected Ms. Eija Ailasmaa, Mr. George V. Bayly, Mr. Rolf Börjesson, Mr. Robertus van Gestel, Mr. Mikael Lilius, Mr. Anthony J.B. Simon and Mr. Jukka Suominen. As a new member of the Board of Directors, the Nomination Committee proposes Ms. Siaou-Sze Lien to be elected. Ms. Siaou-Sze Lien (born 1950) has been working as Senior Executive Coach in Mobley Group Pacific Ltd. since November 6, 2006. Mobley Group Pacific Ltd. is a management consulting firm focusing on assisting organizations and management teams to enhance their effectiveness, particularly in China and the Asia-Pacific region. Prior to joining Mobley Group Pacific, Ms. Lien worked for 28 years in several positions in Hewlett-Packard, her latest position was Senior Vice President, Hewlett-Packard Services Asia-Pacific. Ms. Lien holds a Master's Degree in Computer Science from the Imperial College of London, UK. She is currently pursuing her Ph.D. in Cross-Cultural Management at Cambridge University, UK. Ms. Lien's current key positions of trust are member of the Board of Trustees of Nanyang Technological University in Singapore, member of the Board of Governors of Republic Polytechnic Singapore, and Board member of Luvata Ltd. in Finland. All the individuals proposed above have given their consent to the election. Resolution on the remuneration of the Auditor The Audit Committee of the Board of Directors proposes that the Auditor's remuneration shall be paid against an approved invoice. Election of the Auditor The Audit Committee of the Board of Directors proposes that Authorized Public Accountant firm KPMG Oy Ab shall be elected as Auditor of the Company. KPMG Oy Ab has announced Ms. Solveig Törnroos-Huhtamäki, APA, to be the Auditor with principal responsibility. Authorizing the Board of Directors to resolve on conveyance of the Company's own shares The Board of Directors proposes that the Annual General Meeting of Shareholders would resolve on authorizing the Board of Directors 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 and directed conveyance of shares The Board of Directors has the right to decide to whom and 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 program. The directed conveyance of shares may be carried out without payment only if there is, taking into account the interests of the Company and all the shareholders, an especially weighty financial reason for the Company to do so. Maximum number of shares A maximum of 5,061,089 Company's own shares that are in the Company's possession may be conveyed. Recognition of the subscription price The Board of Directors has the right to decide that the amount payable for Company's own shares conveyed shall be either entirely or partially entered into the share capital or the fund for invested non-restricted equity. Other terms and period of validity The Board of Directors shall decide on other terms of the conveyance of Company's own shares. The authorization is valid until April 30, 2012 and it shall supersede the authorization to decide on conveyance of the Company's own shares granted by the Annual General Meeting of Shareholders held on April 12, 2007. Closing of the meeting Documents of the Annual General Meeting of Shareholders The proposals to the Annual General Meeting of Shareholders as well as this notice are available on the Company's website www.huhtamaki.com. The Annual Report of Huhtamäki Oyj as well as the Annual Accounts including the Consolidated Annual Accounts, the Report of the Board of Directors, the Corporate Governance Statement and the Auditor's Report are available on the above-mentioned website on week 11. The proposals to the Annual General Meeting of Shareholders and the Annual Accounts including the Consolidated Annual Accounts, the Report of the Board of Directors, the Corporate Governance Statement and the Auditors' Report are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from April 17, 2009. Instructions for the participants in the Annual General Meeting of Shareholders The right to participate and registration Each shareholder, who is registered on March 24, 2009 in the shareholders' register of the Company held by the Finnish Central Securities Depository (Euroclear Finland Ltd.), has the right to participate in the Annual General Meeting of Shareholders. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the Company. A shareholder, who wishes to participate in the Annual General Meeting of Shareholders, shall register for the meeting no later than March 30, 2009 at 18.00 by giving a prior notice of participation. Such notice can be given: a) on the Company's website www.huhtamaki.com following the instructions given therein, b) by e-mail to AGM@huhtamaki.com, or c) by telephone to +358 (0) 800 9 0026 on weekdays at 8.00-18.00 (Finnish time). In connection with the registration, a shareholder shall notify his/her name, personal identification number/business identity code, address, telephone number and the name of a possible assistant. The personal data given to the Company is used only in connection with the Annual General Meeting of Shareholders and with the processing of related registrations. Pursuant to Chapter 5, Section 25 of the Company's Act, a shareholder who is present at the Annual General Meeting of Shareholders has the right to request information with respect to the matters to be considered at the meeting. Proxy representative and powers of attorney A shareholder may participate in the Annual General Meeting of Shareholders by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting of Shareholders. Possible proxy documents should be delivered in originals to Huhtamäki Oyj/Annual General Meeting, Keilaranta 10, 02150 Espoo, Finland before the last date for registration. Holders of nominee registered shares A holder of nominee registered shares, who wishes to participate in the Annual General Meeting of Shareholders, shall be entered into the shareholders' register of the Company on March 24, 2009, the record date of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the Annual General Meeting of Shareholders from his/her custodian bank. Further information on these matters can also be found on the Company's website www.huhtamaki.com. Other information On the date of this notice the total number of shares and votes in Huhtamäki Oyj is 105,487,550. In Espoo, February 9, 2009 Huhtamäki Oyj The Board of Directors
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युनियन लाइफको चौथो वार्षिक साधारण सभा सम्पन्न काठमाडौं । युनियन लाइफ इन्स्योरेन्सले आज आफ्नो चौथो वार्षिक साधारण सभा सम्पन्न गरेको छ । कम्पनीले चैत २९ गते सम्पन्न सञ्चालक समितिको ७३ औं बैठकले मर्जर, सञ्चालन निर्वाचन लगायत विभिन्न प्रस्तावहरु राखेर चौथो वार्षिक साधारण सभा आह्वान गरेको हो । टाइगर प्यालेस रिर्सोट भैरहवा, रुपन्देहीमा बोलाइएको चौथो वार्षिक साधारण सभामा मर्जरलाई प्राथमिकतामा राखिएको थियो । सभाले युनियन लाइफ र अन्य जीवन बीमा कम्पनीबीच एक आपसमा मर्जर तथा एक्वीजिशन गर्ने प्रयोजनको लागि सम्पुर्ण प्रकृया पूरा सञ्चालक समितिलाई अख्तियारी प्रदान गर्ने विशेष प्रस्ताव पारित गर्ने भएको छ । यस्तै सामुहिक लगानी कोष सञ्चालन गर्न प्रबन्धपत्रमा उदेश्य थप गर्ने, सो सम्बन्धमा प्रबन्धपत्र तथा नियमावली संशोधन गर्न पनि सञ्चालक समितिले अख्तियारी प्रदान गर्ने छ । आर्थिक वर्ष २०७६।७७ बाट कम्पनीले सेयरधनीलाई भने कुनैपनि लाभांश वितरण नगर्ने निर्णय गरेको छ । कम्पनीले गत आर्थिक वर्षको मुनाफाबाट लाभांश वितरण नगर्ने भएसँगै कम्पनीका सेयरधनीको हात रिक्तो हुने भएको हो । सभाले सञ्चालक समितिमा संस्थापक सेयरधनी समुहबाट प्रतिनिधित्व गर्ने ४ र सर्वसाधारण सेयरधनीको तर्फबाट २ जना सञ्चालकहरुको निर्वाचन समेत गर्ने तथा स्वतन्त्र विज्ञ सञ्चालक र प्रमुख कार्यकारी अधिकृतको पुनः नियुक्तीको एजेण्डा अनुमोदन गर्नेछ । साधारण सभा प्रयोजनार्थ कम्पनीले बैशाख १३ गते सेयर दाखिल खारेजी (बुकक्लोज) गर्ने भएको छ । बुकक्लोज अनुसार बैशाख १२ गतेसम्म नेप्सेमा सेयर कारोबार भई कायम रहने सेयरधनीहरुले मात्रै साधारण सभामा प्रतिनिधित्व गर्न सक्नेछन् ।