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

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 13.2.2026 AT 8:45 (EET)

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

The Annual General Meeting of Shareholders of Huhtamäki Oyj (the "Company") (the "AGM") will be held on Wednesday, April 29, 2026, 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 30, 2026. The notice will include more detailed information on the participation and voting at the AGM.

The proposals by the Shareholders’ Nomination Board to the AGM regarding the composition and remuneration of the Board of Directors were published on a separate stock exchange release on January 16, 2026. The proposals of the Board of Directors and the Shareholders’ Nomination Board are available in full on the Company’s website (www.huhtamaki.com).

Use of the profit shown on the balance sheet

The Board of Directors proposes to the AGM that an aggregate dividend of EUR 1.14 per share be paid based on the balance sheet adopted for the financial period ended on December 31, 2025. The Board of Directors proposes that the dividend would be paid in two instalments.

The first dividend instalment, EUR 0.57 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 4, 2026. The Board of Directors proposes that the payment date for the first dividend instalment would be May 11, 2026.

The second dividend instalment, EUR 0.57 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, 2026. The Board of Directors proposes that the payment date for the second dividend instalment would be October 8, 2026.

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.

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, 2026. 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 re-elected as Sustainability Reporting Assurer of the Company for the financial year January 1 – December 31, 2026. KPMG Oy Ab has informed that Mr. Henrik Holmbom, ASA, 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, 2027.

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, 2027.

For further information, please contact:
Aino Kyytsönen, Interim SVP, Sustainability, Corporate Affairs and Legal, tel. +358 (0)10 686 7167

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. 

Huhtamaki has over 100 years of history and a strong Nordic heritage. Our around 17 400 professionals are operating in 35 countries and 106 locations around the world. Our values are Care, Dare, Deliver. In 2025 Huhtamaki’s net sales totaled EUR 4.0 billion. Huhtamäki Oyj is listed on the Nasdaq Helsinki and the head office is in Espoo, Finland. Find out more at www.huhtamaki.com.