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2008-03-31 18:00:14 CEST 2008-03-31 18:01:52 CEST REGULATED INFORMATION Huhtamäki Oyj - Decisions of general meetingResolutions of Huhtamäki Oyj's Annual General Meeting of ShareholdersHUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 31.3.2008 AT 19.00 Huhtamäki Oyj's Annual General Meeting of Shareholders was held in Helsinki on March 31, 2008. The meeting adopted the Company's Financial Statements and the Consolidated Financial Statements for 2007 and discharged the Company's Board of Directors and the CEO from liability. Dividend Dividend for 2007 was set at EUR 0.42 per share, as proposed by the Board of Directors. The dividend is paid on April 10, 2008 to a shareholder who on the record date April 3, 2008 is registered as a shareholder in the Company's shareholder register maintained by Finnish Central Securities Depository Ltd. Composition of the Board of Directors Seven (7) members of the Board of Directors were elected for a term which lasts until the end of the Annual General Meeting of Shareholders following the election. To the Board of Directors were re-elected Ms. Eija Ailasmaa, Mr. George V. Bayly, Mr. Robertus van Gestel, Mr. Mikael Lilius, Mr. Anthony J.B. Simon and Mr. Jukka Suominen. Mr. Rolf Börjesson was elected as a new member to the Board of Directors. The Board of Directors convened immediately after the Annual General Meeting of Shareholders and elected Mikael Lilius as Chairman of the Board and Jukka Suominen as Vice Chairman of the Board. Remuneration of the members of the Board of Directors The Annual General Meeting of Shareholders confirmed the following remuneration for the Board of Directors: the annual compensation for the Chairman is EUR 90,000, for the Vice Chairman EUR 55,000 and for the 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 were resolved to be paid in accordance with the Company policy. Auditor The Authorized Public Accountant firm KPMG Oy Ab was elected as Auditor. KPMG Oy Ab has announced Ms. Solveig Törnroos-Huhtamäki, APA, to be the auditor with principal responsibility. Mr. Pekka Merilampi, lagman, chaired the meeting. For further information, please contact: Juha Salonen, Group Vice President, General Counsel Tel. +358 (0)10 686 7851 HUHTAMÄKI OYJ Group Communications Huhtamaki Group is a leading manufacturer of consumer and specialty packaging with 2007 net sales totaling EUR 2.3 billion. Consumer goods and foodservice markets are served by some 15,000 people in 66 manufacturing units and several sales offices in 36 countries. The parent company, Huhtamäki Oyj, has its head office in Espoo, Finland and is listed on the Helsinki Stock Exchange. Additional information is available at www.huhtamaki.com. ENCLOSURE 1: Chairman of the Board Mikael Lilius ENCLOSURE 2: Interim CEO Timo Salonen's review ENCLOSURE 1 TO HUHTAMÄKI OYJ'S STOCK EXCHANGE RELEASE March 31, 2008 Chairman of the Board Mikael Lilius, at Huhtamäki Oyj's Annual General Meeting in Helsinki on March 31, 2008. Dear shareholders, ladies and gentlemen, Before Timo Salonen, our interim CEO, gives his speech, I would like to say a few words about Huhtamaki's progression from a conglomerate to an international consumer packaging company, and the latest changes that have taken place in the organization. The consumer packaging market was estimated at 380 billion US dollars in 2007, and annual growth over the next few years is estimated to continue at nearly 3.5 percent*. Huhtamaki has operated in the global markets since the early 2000s, celebrating seven years as a consumer packaging company. This diagram shows Huhtamaki's quick progress from a conglomerate to a global player specializing in consumer packaging. Many of you probably remember Huhtamaki's active period of internationalization. The company executed approximately 200 mergers and acquisitions since 1982, approximately 80 of which consisted of acquisitions in the packaging industry. In the mid-1980s, the share of packaging made up less than 10 percent of net sales. A good ten years later Leaf's North American operations and Leiras were divested, increasing packaging's share of net sales to more than 50 percent in 1997. It wasn't until 2001 that net sales were generated solely from consumer packaging operations. Huhtamaki's history, in that respect, is still quite young. Alongside the growth opportunities that have been identified, Huhtamaki's global operating environment has presented its fair share of challenges. The costs of raw materials used in packaging have remained at an all-time high, rising last year to the highest they've been in thirty years as a result of the rise in crude oil and energy prices. The clear weakening of the US dollar in relation to the euro has also affected Huhtamaki's reported result. Structural changes implemented by raw-material suppliers and the consolidation and growth in the size of customer companies have also presented their own challenges, which will inevitably lead to changes in the packaging industry. It is very likely that packaging industry companies that have to contend with the pressures imposed by strong raw-material suppliers and customers will end up consolidating and specializing in order to strengthen their own position. Huhtamaki had to adapt to these changes; in 2004 the Board selected Heikki Takanen to spearhead that work. His task was to carry on with the integration of the consumer packaging companies that Huhtamaki acquired into a united whole, to make use of the possible synergy benefits and to implement any other possible restructuring. The work began at the end of 2004, with the launch of the first phase of an extensive restructuring program. A broad internal development program was also set in motion and Asia and Eastern Europe were identified as emerging markets with the greatest potential. Resources also received a boost, investments were carried out in growth areas and in mid-2005 the second phase of the restructuring program was announced. Production was stepped up throughout Europe and partly in Asia. Some units were shut down in Europe, affecting around 1,000 employees. The annual savings goal was 40 million euros, which was expected to be fully reflected in the results by the end of 2007. In 2006 the company's financial targets were updated and investments in emerging markets continued. Last year the company's strategy was specified and core business operations and the strongest growth segments were defined. This was all carried out as a close collaborative effort between the Board and the CEO. We on the Board, however, could not be pleased with the achieved financial results. We did not reach the targets that were set and, as a result, the Board and CEO mutually agreed on Takanen's departure in mid-November. We immediately set out to find a successor for him as there is still a lot of work to be done and the time is running short. We chose Jukka Moisio as our new CEO. He joins Huhtamaki from Ahlstrom, where he was President and CEO. Beginning tomorrow, he will lead the realization of the plans together with the Group Executive Team. Ahlstrom and Huhtamaki have similar histories, and Ahlstrom has recently made the change from a conglomerate company to an international company focused on one core business. Jukka Moisio played an important role in leading and realizing that change. He has also worked extensively in international tasks, and we believe that his solid expertise, varied experience and ability to make even difficult decisions make him an excellent CEO for Huhtamaki. In his new role he will focus on improving profitability, accelerating the execution of the chosen strategy, focusing the business and thereby increasing shareholder value. I now have the pleasure of introducing Jukka, who will tell you a bit about himself. Welcome, Jukka. *Pira, Future of global packaging to 2012. Predicted growth 3.4% per annum until 2012. ENCLOSURE 2 TO HUHTAMÄKI OYJ'S STOCK EXCHANGE RELEASE March 31, 2008 Interim CEO Timo Salonen, at Huhtamäki Oyj's Annual General Meeting in Helsinki on March 31, 2008 Ladies and gentlemen, dear Huhtamaki shareholders, I will take this time to briefly summarize the events at Huhtamaki over the past year and the strategic path that we are now on. 2007 was an eventful and challenging year for our Group. Although raw material prices rose to record highs and the dollar weakened considerably next to the euro, our operative results exceeded those of last year. Demand for consumer packaging grew briskly in emerging markets in the eastern parts of Europe and in Asia and remained stable in the traditional markets. The Group's net sales exceeded 2.3 billion euros, an increase of two percent over the previous year. The underlying EBIT, 136 million euros, increased in Rigid packaging in Europe, remained good in the Americas, but weakened in the Flexible and Films business and in the Asia-Oceania-Africa region. The goodwill and tangible asset impairment losses of 104 million euros that we recorded in the last quarter impacted the reported Group EBIT. These were mostly related to Rigid plastics production in Europe. Other salient points in our key financial figures were the upturn in cash flow at the end of the year and the reduced net debt in the second half of the year. Sales of Foodservice and Flexibles packaging remained strong throughout the year, and demand grew particularly in Eastern Europe, which generated approximately 16 percent of the region's entire net sales. Demand for Foodservice packaging continued to grow, in response to which the production capacity of beverage cups was increased in several European units. Demand for Rigid Consumer Goods packaging varied and presented challenges in both the UK and Southern Europe. Europe's share of the net sales - 1,229 million euros - made up 53 percent of the Group's net sales. The underlying EBIT in Europe was 56 million euros, corresponding to an EBIT margin of 4.6 percent. The reported EBIT was 23 million euros in the minus, which was the result of the aforementioned impairment losses and restructuring costs. The Americas generated 29 percent, or 677 million euros, of the Group's net sales last year. The general economic instability that hit the US in the latter half of the year affected the demand for consumer packaging. The weak dollar in relation to the euro negatively affected the reported figures. Sales growth in the retail sector, however, remained stable in the US. Chinet disposable tableware has maintained a very strong market position, one that was further strengthened during the year with new product launches. The area's underlying EBIT was 63 million euros, representing a three percent improvement over the previous year. The reported EBIT was 46 million euros, which includes goodwill and tangible asset impairment losses. In addition to retail, the flexibles market - technically high quality packaging in particular - is predicted to grow in the Americas, and production capacity at the Malvern plant in Pennsylvania was expanded during the year. Net sales for Asia-Oceania-Africa grew 8 percent over the previous year, standing at 405 million euros, or 18 percent of the Group's net sales. Asia represents the strongly developing part of the area, and Oceania the traditional markets. Good volume growth was boosted by the Flexibles business, and sales growth was stable especially in Thailand and India, partly due to our new investments. A flexible packaging plant in Rudrapur, India commenced production in early 2007 and construction on a new flexible packaging plant in Bangkok, Thailand was started. Sales in the Rigid businesses were steady in the entire region. The aim is to secure our position in Asia by relocating the rigid packaging production from Hong Kong to a new, larger facility in Guangzhou, China, where production should be in operation during the first half of this year. The underlying EBIT for Asia-Oceania-Africa decreased because of start-up costs related to new capacity expansions and the unfavorable margin development especially in India. The area's underlying EBIT was 21 million euros, corresponding to an EBIT margin of 5.1 percent. The reported EBIT, 9 million euros, includes goodwill impairment loss and restructuring charges. Sustainable development is one of the leading global trends and an important strategic issue for Huhtamaki, too. Consumer awareness of environmental issues has increased, and sustainability is evident also in the packaging industry. We have been forerunners as a developer of environmentally sound packaging, we support the success of our customers by offering them, among other things, biodegradable and compostable tableware and recyclable fiber packaging, and our development work continues. We are committed to continuous improvement in all aspects of sustainable development - financially, socially and environmentally. Last year we achieved the majority of the environmental targets set in 2003, meaning we improved our energy efficiency and recovered an even greater amount of waste. We still face challenges, however, and we have now set new environmental goals until the end of 2011. These goals include reducing the total volume of waste and carbon dioxide emissions and increasing the energy efficiency of production. If we take a look at Huhtamaki today, our business operations have been spread across many different areas, both geographically and technologically. In our strategic work, we found that the Flexibles and Films segments hold a strong market position and good synergy and growth possibilities. In terms of rigid packaging our strength lies, above all, in our solid knowledge of paper and fiber technologies. There is growing demand for our Foodservice packaging in Europe and Asia, while in the US our strongest areas are in retail and frozen desserts packaging. The direction of our newly defined strategic direction is based on our aforementioned strengths. Good market growth is expected in the Flexibles and Films segments, and our goal is to achieve a significant global position and recognition as an innovative and efficient player in our chosen product and market segments. We are already in a globally leading position as a supplier of retortable laminates, tube laminates and release films. To achieve our growth targets, we make use of the global organization that was formed last year and our solid technological know-how, and we continue to strengthen our position in North America and Asia. In Rigid Food and Beverage Packaging we aim to grow selectively and we are focusing on the Foodservice markets in Europe and Asia, and on retail in North America. Our customers are internationally recognized players; we have a good product range and already enjoy a leading position as a supplier of beverage cups in Europe. In addition, the fast pace of development in the Asian countries and the Westernization of consumer behavior support our growth. Our Retail business in North America continues to grow. Chinet products are market leaders in their own segment, brand recognition is high and abundant growth opportunities exist through expanding the product range and by using good supply channels. Our leading paper and fiber capabilities strengthen our position also as a supplier of sustainable packaging alternatives. We want to increase our shareholder value through focusing on the aforementioned growth areas. Improved profitability is the focus of all our operations, and our previously confirmed financial targets remain the same, such that the objective for our Earnings before Interest and Taxes (EBIT) margin is 9 percent, our Return on Investment (ROI) target is 15 percent, our gearing at around 100 percent and the average dividend payout ratio is 40 percent. We will decrease our presence in business areas that do not meet our profitability requirements or bring added value in terms of fulfilling the Group's strategy. Our strategic direction is supported by investments targeted at profitable growth areas. In conclusion, I would like to say a few words about the outlook for this year. We expect the Group EBIT to be at the level of the 2007 underlying EBIT, although we estimate a lower Group EBIT for the first quarter of this year than for the same period last year. We specified our first quarter estimate earlier today, and the Group EBIT is estimated to be about 20 million euro. Investments last year totaled 148 million euros. This year they will be clearly lower, and we aim to make full use of the growth and potential to improve our results offered by the investments that have already been made. Furthermore, it must be pointed out that volatile raw material and energy prices as well as movements in currency translations have raised uncertainty in terms of forecasting the results of our operations. It is time for us to fulfill the new strategy we have redefined, with a new CEO at the helm. Dear shareholders, I would like to thank you for the confidence you have placed in us during these times of great change. I would also like to welcome Jukka Moisio to Huhtamaki, and in my role as Chief Financial Officer, I offer him all the support he needs in his new position. |
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