Proposals by Huhtamäki Oyj’s Board of Directors and the Shareholders’ Nomination Board to the Annual General Meeting of Shareholders

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 9.2.2023 AT 9:00

Proposals by Huhtamäki Oyj’s Board of Directors and the Shareholders’ Nomination Board to the Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders of Huhtamäki Oyj (the "Company") (the "AGM") will be held on Thursday, April 27, 2023, at 11:00 (EEST), at Marina Congress Center Helsinki, Katajanokanlaituri 6, 00160 Helsinki, Finland.

The notice to convene the AGM is planned to be published on the Company’s website (www.huhtamaki.com) on March 29, 2023. In addition, there will be an announcement regarding the notice in the Helsingin Sanomat newspaper. The notice will include more detailed information on the participation and voting at the meeting.

Use of the profit shown on the balance sheet

The Board of Directors proposes to the AGM that an aggregate dividend of EUR 1.00 per share be paid based on the balance sheet adopted for the financial period ended on December 31, 2022. The Board of Directors proposes that the dividend would be paid in two instalments.

The first dividend instalment, EUR 0.50 per share, is proposed to be paid to shareholders registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd on the record date for the first dividend instalment May 2, 2023. The Board of Directors proposes that the payment date for the first dividend instalment would be on May 9, 2023.

The second dividend instalment, EUR 0.50 per share, is proposed to be paid to shareholders registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd on the record date for the second dividend instalment October 2, 2023. The Board of Directors proposes that the payment date for the second dividend instalment would be on October 9, 2023.

The Board of Directors proposes that the AGM would authorize the Board of Directors to decide, if necessary, on a new record date and a new payment date for the second dividend instalment if regulations applicable to the Finnish book-entry system change or otherwise so require.

No significant changes have taken place in the Company’s financial position since the end of the financial year. The Company’s liquidity position is good, and the proposed distribution does not, in the view of the Board of Directors, risk the Company’s ability to fulfill its obligations.

Remuneration Report for the Governing Bodies

The Company’s Remuneration Report will be presented to the AGM for advisory approval. The Remuneration Report will be published in connection with the Annual Report.

Amendment to the Remuneration Policy for the Governing Bodies

The Board of Directors presents to the AGM for advisory approval the Company’s amended Remuneration Policy for the Governing Bodies, which was last presented to the AGM on April 29, 2020. The material changes in the Remuneration Policy are increases in the President and CEO’s maximum earning opportunity in short-term incentives (up to 150% of the non-variable annual base salary, previously 100%) and long-term incentives (up to 400% of the non-variable annual base salary, previously 300%). The changes are made to secure that the President and CEO’s earning opportunities can be set at a market competitive level.

The updated Remuneration Policy is available on the Company’s website (www.huhtamaki.com) and will be attached to the notice to the AGM.

Composition of the Board of Directors

The Shareholders’ Nomination Board proposes to the AGM that the number of members of the Board of Directors would be nine (9).

The Shareholders’ Nomination Board proposes to the AGM that Mr. Pekka Ala-Pietilä, Ms. Mercedes Alonso, Mr. Doug Baillie, Mr. William R. Barker, Ms. Anja Korhonen, Ms. Kerttu Tuomas and Mr. Ralf K. Wunderlich would be re-elected and, as new members, Ms. Pauline Lindwall and Mr. Pekka Vauramo would be elected as members of the Board of Directors for a term ending at the end of the next Annual General Meeting. In addition, the Shareholders’ Nomination Board proposes that Mr. Pekka Ala-Pietilä would be re-elected as Chair of the Board, and that Ms. Kerttu Tuomas would be re-elected as Vice-Chair of the Board. Two of the current members of the Board of Directors, Mr. Heikki Takala and Ms. Sandra Turner, have announced that they are not available for re-election to the Board of Directors.

Ms. Pauline Lindwall (born 1961) has acted as Category Director Coffee, France and Southern Europe at Mondelez International (2012–2015). Before that she has worked at Nestlé in several management positions (1984–2012) based in Asia and Europe, latest position being Country Business Manager, Nestlé Nutrition, Germany and Austria. Ms. Lindwall’s current key positions of trust include acting as a Board member of Duni AB (publ.) and a Supervisory Board member of EIT Food of The European Institute of Innovation and Technology. Ms. Lindwall holds a B.Sc. (Business Administration and Economics). She is independent of the Company and significant shareholders.

Mr. Pekka Vauramo (born 1957) acts as President and CEO at Metso Outotec Corporation (2020–). Before that he has worked as President and CEO at Metso Corporation (2018–2020), President and CEO at Finnair Plc (2013–2018) as well as in several management positions at Cargotec Corporation (2007–2013), Sandvik AB (1995–2007) and Tamrock Corporation (1985–1995). Mr. Vauramo’s current key positions of trust include acting as a Board member of Nokian Tyres plc, National Defence University and New Children’s Hospital Foundation, as well as a Board of Trustees member of Turku University Foundation. Mr. Vauramo holds a M. Sc. (Technology). He is independent of the Company and significant shareholders.

The biographical details of all candidates are presented on the Company’s website (www.huhtamaki.com).

All of the candidates have given their consent to the election.

Remuneration and expense compensation of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the AGM that the annual remuneration to the members of the Board of Directors would be paid as follows: to the Chair EUR 170,000, to the Vice-Chair EUR 80,000 and to the other members EUR 65,000 each. In addition, the Shareholders’ Nomination Board proposes that the annual remuneration to the Chair and members of the Board Committees would be paid as follows: to the Chair of the Audit Committee EUR 16,000 and to the other members of the Audit Committee EUR 5,500 as well as to the Chair of the Human Resources Committee EUR 5,500 and to the other members of the Human Resources Committee EUR 2,750. In addition, the Shareholders’ Nomination Board proposes that EUR 1,500 would be paid for each Board and Committee meeting attended. Traveling expenses of the Board members would be compensated in accordance with the Company policy.

The Shareholders’ Nomination Board recommends all members of the Board of Directors to own shares of Huhtamäki Oyj.

Election and remuneration of the Auditor

The Board of Directors proposes to the AGM, in accordance with the recommendation of the Audit Committee of the Board of Directors, that KPMG Oy Ab, a firm of authorized public accountants, would be re-elected as Auditor for the financial year January 1 – December 31, 2023. KPMG Oy Ab has announced that Mr. Henrik Holmbom, APA, would be the Auditor with principal responsibility.

The recommendation of the Audit Committee is included in the proposal of the Board of Directors available on the Company’s website (www.huhtamaki.com).

The Board of Directors proposes to the AGM that the Auditor’s remuneration would be paid against an invoice approved by the Audit Committee of the Board of Directors.

Authorizing the Board of Directors to resolve on the repurchase of the Company’s own shares

The Board of Directors proposes that the AGM would authorize the Board of Directors to resolve on the repurchase of an aggregate maximum of 10,776,038 of the Company’s own shares, subject to the number of shares held by the Company at any given moment not exceeding 10 percent of all the shares of the Company. Own shares may be repurchased on the basis of the authorization only by using non-restricted equity.

Own shares may be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors resolves on how shares are repurchased. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase). The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2024.

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

The Board of Directors proposes that the AGM would authorize the Board of Directors to resolve on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act as follows: 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 Board of Directors resolves on all the terms and conditions of the issuance of shares and special rights entitling to shares and may deviate from the shareholders’ pre-emptive subscription rights (directed issue). The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2024.

Amendment to the Articles of Association

The Board of Directors proposes to the AGM that the Articles of Association would be amended to enable arranging a General Meeting as a virtual meeting without a meeting venue as an alternative to a physical meeting or a hybrid meeting. The amendment is intended to enable the holding of General Meetings virtually to facilitate attendance and participation for the Company's shareholders, especially in unforeseen or exceptional circumstances. The Finnish Companies Act requires that shareholders can exercise their full rights in virtual meetings, with equal rights to those in in-person General Meetings. The amendment does not preclude arranging General Meetings as physical or hybrid meetings.

Pursuant to the proposal of the Board of Directors, the first paragraph of Section 8 § of the Articles of Association would read as follows:

"The General Meeting of Shareholders shall be held in Espoo or in Helsinki, as decided by the Board of Directors. The Board of Directors may also decide that the General Meeting of Shareholders is arranged without a meeting venue in a manner whereby shareholders exercise their full decision-making powers in real time during the General Meeting of Shareholders using telecommunications and technical means (virtual meeting).”

The Articles of Association in the proposed amended form are available on the Company's website (www.huhtamaki.com).

Amendment to the Charter of the Shareholders' Nomination Board

The Shareholders’ Nomination Board proposes to the AGM that Section 2 of the Charter of the Shareholders' Nomination Board would be amended so that the shareholders entitled to appoint a member are determined annually on the basis of the shareholders’ register of the Company maintained by Euroclear Finland Ltd on May 31 (previously August 31).

The Charter in the proposed amended form is available on the Company's website (www.huhtamaki.com).

For further information, please contact:

Sami Pauni, Executive Vice President, Corporate Affairs and Legal, Group General Counsel, tel. +358 (0)10 686 7872

HUHTAMÄKI OYJ
Board of Directors

About Huhtamaki

Huhtamaki is a key global provider of sustainable packaging solutions for consumers around the world. Our innovative products protect on-the-go and on-the-shelf food and beverages, and personal care products, ensuring hygiene and safety, driving accessibility and affordability, and helping prevent food waste. We embed sustainability in everything we do. We are committed to achieving carbon neutral production and designing all our products to be recyclable, compostable or reusable by 2030.  Our blueloopTM sustainable packaging solutions are designed for circularity.

We are a participant in the UN Global Compact, Huhtamaki is rated ‘A’ on the MSCI ESG Ratings assessment and EcoVadis has awarded Huhtamaki with the Gold medal for performance in sustainability. To play our part in managing climate change, we have set science-based targets that have been approved and validated by the Science-Based Targets initiative.

With 100 years of history and a strong Nordic heritage we operate in 37 countries and 116 operating locations around the world. Our values Care Dare Deliver guide our decisions and help our team of around 19,000 employees make a difference where it matters. Our 2022 net sales totalled EUR 4.5 billion. Huhtamaki Group is headquartered in Espoo, Finland and our parent company, Huhtamäki Oyj, is listed on Nasdaq Helsinki Ltd. Find out more about how we are protecting food, people and the planet at www.huhtamaki.com.