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 12.2.2015 AT 9:00


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
Tuesday, April 21, 2015, at 11:00 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 0.60 per share would be
paid based on the balance sheet adopted for the financial period ended on
December 31, 2014. The dividend would be paid to a shareholder who on the
dividend record date April 23, 2015 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 April 30, 2015.

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 as members
of 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 Nomination Committee of the Board of Directors proposes that the annual
remuneration to the members of the Board of Directors would remain unchanged and
be paid as follows: to the Chairman EUR 100,000, to the Vice-Chairman EUR 60,000
and to other members EUR 50,000. In addition, the Nomination Committee of the
Board of Directors proposes that the meeting fees would be paid for each meeting
attended as follows: EUR 1,000 for all meetings, except EUR 2,000 to the
chairman for the Audit Committee meetings, EUR 1,200 to the chairman for the
Human Resources Committee meetings and EUR 1,200 to the chairman for the
Nomination Committee meetings. Traveling expenses of the Board members would be
compensated in accordance with the Company policy.

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, 2015. Ernst & Young Oy has announced
that 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 resolve 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
10,776,038 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, 2016.

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 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 10,776,038 shares, which corresponds to approximately 10 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 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, 2016.

The notice to convene the Annual General Meeting is planned to be published on
the Company's website on March 25, 2015. In addition, there will be an
announcement in the Helsingin Sanomat newspaper on the same day.

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

HUHTAMÄKI OYJ
Group Communications

Huhtamaki is a global specialist in packaging for food and drink. With our
network of 67 manufacturing units and 23 sales offices in 33 countries, we're
well placed to support our customers' growth wherever they operate. Mastering
three distinctive packaging technologies, approximately 16,300 employees develop
and make packaging that helps great products reach more people, more easily. In
2014 our net sales totaled EUR 2.2 billion. The Group has its head office in
Espoo, Finland and the parent company Huhtamäki Oyj is listed on NASDAQ OMX
Helsinki Ltd. Additional information is available at www.huhtamaki.com.

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