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 14.2.2025 AT 8:45

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 24, 2025, at 11:00 (EEST), at Scandic Marina Congress Center, 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 25, 2025. The notice will include more detailed information on the participation and voting at the AGM.

Use of the profit shown on the balance sheet

The Board of Directors proposes to the AGM that an aggregate dividend of EUR 1.10 per share be paid based on the balance sheet adopted for the financial period ended on December 31, 2024. The Board of Directors proposes that the dividend would be paid in two instalments.

The first dividend instalment, EUR 0.55 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 April 28, 2025. The Board of Directors proposes that the payment date for the first dividend instalment would be May 6, 2025.

The second dividend instalment, EUR 0.55 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 1, 2025. The Board of Directors proposes that the payment date for the second dividend instalment would be October 8, 2025.

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.

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 the current members of the Board of Directors, Ms. Mercedes Alonso, Mr. Doug Baillie, Mr. Robert K. Beckler, Ms. Anja Korhonen, Ms. Pauline Lindwall, Ms. Kerttu Tuomas and Mr. Pekka Vauramo, would be re-elected and, as new members, Ms. Essimari Kairisto and Mr. Johann Christoph Michalski 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 Vauramo would be re-elected as Chair of the Board, and that Ms. Kerttu Tuomas would be re-elected as Vice-Chair of the Board.

The Shareholders’ Nomination Board’s proposal regarding the composition of the Board of Directors is based on the assumption that shareholders take a position on the proposal as a whole.

Ms. Essimari Kairisto (born 1966) has acted as CFO and member of the Executive Board at Hochtief Solutions AG (2013–2016). Before that she has worked at several management positions at Sasol (2007–2013), Lahmeyer International GmbH (2004–2007), RWE Solutions (2002–2004) and Schlumberger (1995–2001). Ms. Kairisto’s current key positions of trust include acting as a Board member of Fortum Oyj and Iveco Group N.V., and as a member of the Supervisory Board of MCF Corporate Finance GmbH, Fugro N.V., TenneT Holding B.V. and Freudenberg & Co. KG. Ms. Kairisto holds a Diploma in Business Administration (Germany). She is independent of the Company and significant shareholders.

Mr. Johann Christoph Michalski (born 1966) has acted as President and CEO at Billerud AB (publ) (2020–2023). Before that he has worked at several management positions at Vinda International Holdings Limited (2015–2020), Svenska Cellulosa Aktiebolaget (2007–2015), Fonterra (2005–2007) and Unilever (1990–2005). Mr. Michalski holds a M.Sc. (Economics). 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 180,000, to the Vice-Chair EUR 84,000 and to the other members EUR 69,000 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 17,500 and to the other members of the Audit Committee EUR 7,000, to the Chair of the Human Resources Committee EUR 10,500 and to the other members of the Human Resources Committee EUR 4,200 as well as to the Chair of the Investment Committee EUR 10,500 and to the other members of the Investment Committee EUR 4,200. 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 expects all members of the Board of Directors to own shares in 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, 2025. KPMG Oy Ab has informed that Mr. Henrik Holmbom, APA, would be acting as the key audit partner.

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.

Election and remuneration of the Sustainability Reporting Assurer

The Board of Directors proposes to the AGM that KPMG Oy Ab, an authorized sustainability audit firm, would be elected as Sustainability Reporting Assurer of the Company for the financial year January 1 – December 31, 2025. KPMG Oy Ab has informed that Mr. Henrik Holmbom, Authorized Sustainability Auditor, would be acting as the key sustainability partner.

The Board of Directors proposes to the AGM that the Sustainability Reporting Assurer’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, 2026.

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, 2026.

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 Huhtamäki
Huhtamaki is a leading 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.  

Huhtamaki has over 100 years of history and a strong Nordic heritage. Our around 18?000 professionals are operating in 36 countries and 101 locations around the world. Our values are Care Dare Deliver. In 2024 Huhtamaki’s net sales totaled EUR 4.1 billion. Huhtamäki Oyj is listed on the Nasdaq Helsinki and the head office is in Espoo, Finland. Find out more at?www.huhtamaki.com.?