Huhtamäki Oyj - Notice to general meeting

Notice to Huhtamäki Oyj's Annual General Meeting of Shareholders

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 30.3.2012 AT 08:00

Notice is given to the shareholders of Huhtamäki Oyj (the "Company") to the
Annual General Meeting of Shareholders to be held on Tuesday, April 24, 2012, at
13.00 in Finlandia Hall, Congress Wing, Mannerheimintie 13 e, Helsinki. The
reception of shareholders who have registered for the meeting and the
distribution of voting tickets will commence at 12.00. Coffee will be served
after the meeting.

A.      Matters on the agenda of the Annual General Meeting of Shareholders

1.      Opening of the meeting

2.      Calling the meeting to order

3.      Election of persons to scrutinize the minutes and to supervise the
counting of votes

4.      Recording the legality of the meeting

5.      Recording the attendance at the meeting and the list of votes

6.      Presentation of the Annual Accounts including the Consolidated Annual
Accounts, the Report of the Board of Directors and the Auditor's Report for the
year 2011

      Review by the CEO

7.      Adoption of the Annual Accounts including the Consolidated Annual
Accounts

8.      Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board of Directors proposes, based on the balance sheet adopted for the
financial period ended on December 31, 2011, that a dividend of EUR 0.46 per
share would be paid. The dividend is proposed to be paid to a shareholder who on
the record date April 27, 2012 is registered as a shareholder in the Company's
shareholders' register maintained by Euroclear Finland Ltd. The Board of
Directors proposes that the dividend would be paid on May 7, 2012.

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.

9.      Resolution on the discharge of the members of the Board of Directors and
the CEO from liability

10.     Resolution on the remuneration of the members of the Board of Directors

The Annual General Meeting held on April 20, 2011 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, a meeting fee of EUR 600 per meeting shall be paid to all members for
the Board and Board Committee meetings they attend. Traveling expenses shall be
compensated in accordance with the Company policy. In addition, the Chairman of
the Board of Directors has a mobile phone benefit.

The Nomination Committee of the Board of Directors proposes that the
remuneration for the members of the Board of Directors would be otherwise kept
unchanged, except that a meeting fee of EUR 2,000 per meeting would be paid to
the Chairman of the Audit Committee of the Board of Directors and a meeting fee
of EUR 1,000 per meeting would be paid to other members of the Audit Committee
for the Audit Committee meetings they attend.

11.     Resolution on the number of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes that the Board of
Directors would consist of eight (8) members.

12.     Election of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes that to the Board of
Directors, until the end of the Annual General Meeting of Shareholders following
the election, would be re-elected Ms. Eija Ailasmaa, Mr. William R. Barker, Mr.
Rolf Börjesson, Mr. Mikael Lilius, Mr. Jukka Suominen and Ms. Sandra Turner.

The current member of the Board of Directors Ms. Siaou-Sze Lien has notified the
Company that she will not stand for re-election to the Board of Directors.

The Nomination Committee proposes that Mr. Pekka Ala-Pietilä and Ms. Maria
Mercedes Corrales would be elected as new members of the Board of Directors.

Mr. Pekka Ala-Pietilä (born 1957) has been Co-founder and the Chief Executive
Officer of Blyk Services Ltd between 2006 and 2011. Before that Mr. Ala-Pietilä
acted in several positions in Nokia Corporation between 1984 and 2005. From
1992, he served as a member of the Group Executive Board and between 1992 and
1998 as the President of Nokia Mobile Phones. Between 1999 and 2005 he was the
President of Nokia Corporation. Mr. Ala-Pietilä's current key positions of trust
are Chairman of the Board of Directors of Solidium Oy, member of the Supervisory
Board of SAP AG and member of the Board of Directors of Pöyry PLC. Mr. Ala-
Pietilä holds M.Sc. (Econ), D.Sc. (Econ) h.c. and D.Sc. (Tech) h.c. degrees.

Ms. Maria Mercedes Corrales (born 1949) worked for Starbucks Corporation between
2006 and 2010 first as Representative Director, CEO/COO for Starbucks Japan and
later as Corporate Senior Vice President & President, Asia Pacific Division.
Prior to joining Starbucks, Ms. Corrales worked in Levi Strauss & Co. for 32
years in several executive positions in Asia and Latin America. Her latest
position was President and Representative Director & Regional Vice President,
North Asia (Japan, Greater China and South Korea). Ms. Corrales' current key
position of trust is member of the Board of Directors of Fraser and Neave,
Limited, a Singapore-based conglomerate. Ms. Corrales holds MBA and B.Sc.
(Business Management) degrees.

All the individuals proposed above have given their consent to the election.

13.     Resolution on the remuneration of the Auditor

The Audit Committee of the Board of Directors proposes that the Auditor's
remuneration would be paid against an approved invoice.

14.     Election of the Auditor

The Audit Committee of the Board of Directors proposes that Authorized Public
Accountant firm Ernst & Young Oy would be elected as Auditor for the financial
year January 1 - December 31, 2012. Ernst & Young Oy has announced M.Sc. (Econ),
Mr. Harri Pärssinen, APA, to be the Auditor with principal responsibility.

15.     Proposal by the Board of Directors to amend Article 9 of the Articles of
Association

The Board of Directors proposes that Article 9 of the Articles of Association
would be amended so that the notice of the General Meeting of Shareholders can
be published on the Company's website as an alternative to publishing the notice
in a newspaper. After the amendment, Article 9 of the Articles of Association
would read as follows:"9 § Notice of the General Meeting of Shareholders

The General Meeting of Shareholders shall be convened by a notice published in a
national daily newspaper or on the Company's website, not earlier than two (2)
months and no later than three (3) weeks prior to the date of the General
Meeting of Shareholders but at least nine (9) days prior to the record date of
the General Meeting of Shareholders.

In order to be entitled to attend the meeting, the shareholder shall have to
notify the Company of the intention to attend by the date specified in the
notice to the meeting, which date may not be earlier than ten (10) days prior to
the meeting."

16.     Proposal by the Board of Directors to authorize the Board of Directors
to decide on conveyance of the Company's own shares

The Board of Directors proposes that the Board of Directors would be authorized
to decide on conveyance of the Company's own shares either against payment or
without payment on the following terms and conditions:

Shareholder's pre-emption right and directed conveyance of shares

The Board of Directors has the right to decide to whom and in which order the
Company's own shares are conveyed. The shares may be conveyed:

- to the Company's shareholders in proportion to their current shareholdings in
the Company; or

- waiving the shareholder's pre-emption right, through a directed conveyance of
shares if the Company has a weighty financial reason to do so, such as using the
shares as consideration in possible mergers and acquisitions and other business
arrangements, to finance investments or as a part of the Company's incentive
program. The directed conveyance of shares may be carried out without payment
only if there is, taking into account the interests of the Company and all the
shareholders, an especially weighty financial reason for the Company to do so.

Maximum number of shares

A maximum number of 4,591,089 Company's own shares that are in the Company's
possession may be conveyed.

Recognition of the subscription price

The Board of Directors has the right to decide that the amount payable for
Company's own shares conveyed shall be either entirely or partially entered into
the share capital or the fund for invested non-restricted equity.

Other terms and period of validity

The Board of Directors shall decide on other terms of the conveyance of
Company's own shares.

The authorization is valid until April 30, 2015 and it shall supersede the
authorization to decide on conveyance of the Company's own shares granted by the
Annual General Meeting of Shareholders held on April 3, 2009.

17.     Closing of the meeting

B.      Documents of the Annual General Meeting of Shareholders

The proposals for the decisions on the matters on the agenda of the Annual
General Meeting as well as this notice are available on Huhtamäki Oyj's website
at www.huhtamaki.com. Huhtamäki Oyj's Annual Accounts including the Consolidated
Annual Accounts, the Report of the Board of Directors, the Corporate Governance
Statement, the Auditor's Report and the Remuneration Statement are available on
the above-mentioned website. The proposals for decisions and the other above-
mentioned documents are also available at the meeting. Copies of these documents
and of this notice will be sent to shareholders upon request. The minutes of the
meeting will be available on the above-mentioned website as from May 8, 2012.

C.      Instructions for the participants in the Annual General Meeting of
Shareholders

1.    Shareholders registered in the shareholders' register

Each shareholder, who is registered on April 12, 2012 in the shareholders'
register of the Company held by Euroclear Finland Ltd. has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the Company.

A shareholder, who is registered in the shareholders' register of the Company
and who wants to participate in the Annual General Meeting, shall register for
the meeting no later than April 19, 2012 at 18.00 by giving a prior notice of
participation. Such notice can be given:

a) on the Company's website www.huhtamaki.com following the instructions given
therein,

b) by e-mail to AGM@huhtamaki.com, or

c) by telephone +358 (0) 800 9 0026 on weekdays at 8.00-18.00 (Finnish time).

In connection with the registration, a shareholder shall notify his/her name,
personal identification number / business identity code, address, telephone
number and the name of a possible assistant or proxy representative and the
personal identification number of a proxy representative. The personal data
given to the Company is used only in connection with the Annual General Meeting
and with the processing of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.

2.    Holders of nominee registered shares

A holder of nominee registered shares, who wishes to participate in the Annual
General Meeting, shall be notified for temporary entry into the shareholders'
register of the Company on April 19, 2012, at 10.00 at the latest, provided that
the shareholder had the right, on the basis of the same shares, to be recorded
in the shareholders' register of the Company on April 12, 2012 the record date
of the meeting. As regards a holder of nominee registered shares this
registration constitutes due registration also for the Annual General Meeting.

A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders' register of the
Company, the issuing of proxy documents and registration for the Annual General
Meeting from his/her custodian bank.

3.    Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the Annual General
Meeting.

When a shareholder participates in the Annual General Meeting by means of
several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to Huhtamäki Oyj,
Annual General Meeting, Keilaranta 10, 02150 Espoo, Finland before the last date
for registration.

4.    Other information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting.

On the date of this notice the total number of shares and votes in Huhtamäki Oyj
is 106,063,320.

In Espoo, February 14, 2012

HUHTAMÄKI OYJ
The Board of Directors

Huhtamaki Group is a leading manufacturer of consumer and specialty packaging
with 2011 net sales totaling EUR 2 billion. Foodservice and consumer goods
markets are served by approximately 12,700 people in 59 manufacturing units and
several sales offices in 31 countries. The parent company, Huhtamäki Oyj, has
its head office in Espoo, Finland and its share is quoted on the NASDAQ OMX
Helsinki Ltd. Additional information is available at www.huhtamaki.com.




[HUG#1598398]