Huhtamäki Oyj - Company Announcement

Proposals by Huhtamäki Oyj's Board of Directors, Nomination Committee and Audit Committee to the Annual General Meeting of Shareholders

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 6.2.2014 AT 09:00

Proposals by Huhtamäki Oyj's Board of Directors, Nomination Committee and Audit
Committee to the Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders of Huhtamäki Oyj will be held on
Thursday, April 24, 2014, at 1.00 p.m. at Finlandia Hall's congress wing, at the
address Mannerheimintie 13 e, Helsinki, Finland.

Use of the profit shown on the balance sheet
The Board of Directors proposes that a dividend of EUR 0.57 per share would be
paid based on the balance sheet adopted for the financial period ended on
December 31, 2013. The dividend is proposed to be paid to a shareholder who on
the dividend record date April 29, 2014 is registered as a shareholder in the
Company's shareholders' register held by Euroclear Finland Ltd. The Board of
Directors proposes that the dividend would be paid on May 7, 2014.

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.

Composition of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the number of
members of the Board of Directors would be seven (7).

The Nomination Committee of the Board of Directors proposes that Ms. Eija
Ailasmaa, Mr. Pekka Ala-Pietilä, Mr. William R. Barker, Mr. Rolf Börjesson, Ms.
Maria Mercedes Corrales, Mr. Jukka Suominen and Ms. Sandra Turner would be re-
elected as members of the Board of Directors for a term ending at the end of the
next Annual General Meeting.

All of the candidates have given their consent to the election. In addition, all
of the candidates have notified the Company that if they are elected to the
Board of Directors, they will elect Mr. Pekka Ala-Pietilä as the Chairman of the
Board of Directors and Mr. Jukka Suominen as the Vice-Chairman of the Board of
Directors.

Remuneration and expense compensation of the members of the Board of Directors
The General Meeting held on April 25, 2013 confirmed the following annual
remuneration for the members of the Board of Directors: for the Chairman EUR
100,000, for the Vice-Chairman EUR 60,000 and for other members EUR 50,000. In
addition, the following meeting fees are paid for each meeting attended: EUR
600 to all members for the Board meetings, EUR 2,000 to the Chairman and EUR
1,000 to the other members for the Audit Committee meetings, EUR 1,200 to the
Chairman and EUR 600 to the other members for the Human Resources Committee
meetings and EUR 1,200 to the Chairman and EUR 600 to the other members for the
Nomination Committee meetings. Traveling expenses of the Board members are
compensated in accordance with the Company policy.

The Nomination Committee of the Board of Directors proposes that the
remuneration for the members of the Board of Directors would be kept unchanged.

Election and remuneration of the Auditor
The Audit Committee of the Board of Directors proposes that Ernst & Young Oy, a
firm of Authorized Public Accountants, would be elected as Auditor for the
financial year January 1 - December 31, 2014. Ernst & Young Oy has announced
that M.Sc. (Econ), Mr. Harri Pärssinen, APA, would be the Auditor with principal
responsibility.

The Audit Committee of the Board of Directors proposes 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 decide on the repurchase of the Company's
own shares
The Board of Directors proposes that the Annual General Meeting would authorize
the Board of Directors to resolve on the repurchase of an aggregate maximum of
10,760,875 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 decides 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, 2015.

Authorizing the Board of Directors to decide on the issuance of shares and the
issuance of special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting 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 shares to be issued on the basis of this authorization
may not exceed 10,760,875 shares, which corresponds to approximately 10 percent
of the current shares of the Company.

The Board of Directors decides 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 concerns both the issuance of new shares and the transfer of the
Company's own treasury shares. The authorization remains in force until the end
of the next Annual General Meeting, however, no longer than until June 30, 2015.

This authorization cancels the authorization given by the Annual General Meeting
on April 24, 2012 to decide on the conveyance of the Company's own treasury
shares.

The notice to convene the Annual General Meeting is planned to be published on
the Company's website on March 26, 2014. In addition, there will be an
announcement in the Helsingin Sanomat newspaper on the same day.

For further information, please contact:
Mr. Sami Pauni, Group Vice President, Legal, and General Counsel, tel.
+358(0)10 686 7872

HUHTAMÄKI OYJ
Group Communications

Huhtamaki Group is a leading manufacturer of consumer and specialty packaging
with 2013 net sales totaling EUR 2.3 billion. Foodservice and consumer goods
markets are served by approximately 14,400 people in 61 manufacturing units and
several sales offices in 30 countries. The parent company, Huhtamäki Oyj, has
its head office in Espoo, Finland and its share is quoted on NASDAQ OMX Helsinki
Ltd. Additional information is available at www.huhtamaki.com.

[HUG#1759420]