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 8.2.2024 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 25, 2024, 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 26, 2024. 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 AGM.

Use of the profit shown on the balance sheet

The Board of Directors proposes to the AGM that an aggregate dividend of EUR 1.05 per share be paid based on the balance sheet adopted for the financial period ended on December 31, 2023. The Board of Directors proposes that the dividend would be paid in two instalments.

The first dividend instalment, EUR 0.53 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 29, 2024. The Board of Directors proposes that the payment date for the first dividend instalment would be May 7, 2024.

The second dividend instalment, EUR 0.52 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, 2024. The Board of Directors proposes that the payment date for the second dividend instalment would be October 8, 2024.

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 eight (8).

The Shareholders’ Nomination Board proposes to the AGM that Ms. Mercedes Alonso, Mr. Doug Baillie, Ms. Anja Korhonen, Ms. Pauline Lindwall, Ms. Kerttu Tuomas, Mr. Pekka Vauramo and Mr. Ralf K. Wunderlich would be re-elected and, as a new member, Mr. Robert K. Beckler 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 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. Pekka Ala-Pietilä and Mr. William R. Barker, have announced that they are not available for re-election to the Board of Directors.

Mr. Robert K. Beckler (born 1961) has acted as Chief Executive Officer (2021–2023) and Senior Advisor (2017–2021) at TemperPack Technologies, Inc. Before that he has worked at WestRock Company in several management positions (1987–2016), latest position being President, Packaging Solutions (2015–2016). Mr. Beckler’s current key positions of trust include acting as a Board member of Tedia Company, Wikoff Color Corporation and Mill Rock Packaging Partners. Mr. Beckler holds B.Sc. (Chemistry) and Ph.D. (Chemical Engineering). 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 175,000, to the Vice-Chair EUR 82,000 and to the other members EUR 67,000 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 16,500 and to the other members of the Audit Committee EUR 5,700 as well as to the Chair of the Human Resources Committee EUR 10,000 and to the other members of the Human Resources Committee EUR 4,000. 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, 2024. KPMG Oy Ab has informed that Mr. Henrik Holmbom, APA, would be the Auditor with principal responsibility.

It is noted that KPMG Oy Ab would also act as Authorized Sustainability Audit Firm of the Company. KPMG Oy Ab has informed that Mr. Henrik Holmbom, APA would be the key sustainability 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. It is noted that the Authorized Sustainability Audit Firm would also be paid remuneration 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, 2025.

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, 2025.

For further information, please contact:

Sami Pauni, Executive Vice President, Corporate Affairs and Legal, Group General Counsel, tel. [phone]

HUHTAMÄKI OYJ
Board of Directors

About Huhtamaki

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. 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 world-leading and 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 18 000 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.