Huhtamäki Oyj - Notice to general meeting

Notice to Huhtamäki Oyj's Annual General Meeting of Shareholders

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 5.3.2009 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 April 3,
2009 at 15.00 in Finlandia Hall, Mannerheimintie 13 e, Helsinki. The
reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 14.00. 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 adoption of 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 2008

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 to be
adopted for the financial period ended on December 31, 2008, a
dividend of EUR 0.34 per share to be paid. The dividend is proposed
to be paid on April 17, 2009 to a shareholder who on the record date
April 8, 2009 is registered as a shareholder in the Company's
shareholders' register maintained by the Finnish Central Securities
Depository (Euroclear Finland Ltd.).

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 of Shareholders held on March 31, 2008
confirmed the following annual remuneration for the members of the
Board of Directors: for the Chairman EUR 90,000, for the
Vice-Chairman EUR 55,000 and for other members EUR 45,000. In
addition, a meeting fee of EUR 500 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.

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

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 shall 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. George V. Bayly, Mr. Rolf Börjesson, Mr. Robertus van
Gestel, Mr. Mikael Lilius, Mr. Anthony J.B. Simon and Mr. Jukka
Suominen.

As a new member of the Board of Directors, the Nomination Committee
proposes Ms. Siaou-Sze Lien to be elected.

Ms. Siaou-Sze Lien (born 1950) has been working as Senior Executive
Coach in Mobley Group Pacific Ltd. since November 6, 2006. Mobley
Group Pacific Ltd. is a management consulting firm focusing on
assisting organizations and management teams to enhance their
effectiveness, particularly in China and the Asia-Pacific region.
Prior to joining Mobley Group Pacific, Ms. Lien worked for 28 years
in several positions in Hewlett-Packard, her latest position was
Senior Vice President, Hewlett-Packard Services Asia-Pacific. Ms.
Lien holds a Master's Degree in Computer Science from the Imperial
College of London, UK. She is currently pursuing her Ph.D. in
Cross-Cultural Management at Cambridge University, UK. Ms. Lien's
current key positions of trust are member of the Board of Trustees of
Nanyang Technological University in Singapore, member of the Board of
Governors of Republic Polytechnic Singapore, and Board member of
Luvata Ltd. in Finland.

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 shall 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 KPMG Oy Ab shall be elected as
Auditor of the Company. KPMG Oy Ab has announced Ms. Solveig
Törnroos-Huhtamäki, APA, to be the Auditor with principal
responsibility.

15. Authorizing the Board of Directors to resolve on conveyance of
the Company's own shares

The Board of Directors proposes that the Annual General Meeting of
Shareholders would resolve on authorizing the Board of Directors 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 and directed conveyance of shares

The Board of Directors has the right to decide to whom and 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 of 5,061,089 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, 2012 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 12, 2007.

16. Closing of the meeting

B. Documents of the Annual General Meeting of Shareholders

The proposals to the Annual General Meeting of Shareholders as well
as this notice are available on the Company's website
www.huhtamaki.com. The Annual Report of Huhtamäki Oyj as well as the
Annual Accounts including the Consolidated Annual Accounts, the
Report of the Board of Directors, the Corporate Governance Statement
and the Auditor's Report are available on the above-mentioned website
on week 11. The proposals to the Annual General Meeting of
Shareholders and the Annual Accounts including the Consolidated
Annual Accounts, the Report of the Board of Directors, the Corporate
Governance Statement and the Auditors' Report 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 April 17, 2009.

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

1. The right to participate and registration

Each shareholder, who is registered on March 24, 2009 in the
shareholders' register of the Company held by the Finnish Central
Securities Depository (Euroclear Finland Ltd.), has the right to
participate in the Annual General Meeting of Shareholders. A
shareholder, whose shares are registered on his/her personal
book-entry account, is registered in the shareholders' register of
the Company.

A shareholder, who wishes to participate in the Annual General
Meeting of Shareholders, shall register for the meeting no later than
March 30, 2009 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 to +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. The
personal data given to the Company is used only in connection with
the Annual General Meeting of Shareholders and with the processing of
related registrations.

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

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting of
Shareholders 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 of Shareholders.

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.

3. Holders of nominee registered shares

A holder of nominee registered shares, who wishes to participate in
the Annual General Meeting of Shareholders, shall be entered into the
shareholders' register of the Company on March 24, 2009, the record
date of the 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 of Shareholders from his/her custodian
bank. Further information on these matters can also be found on the
Company's website www.huhtamaki.com.

4. Other information

On the date of this notice the total number of shares and votes in
Huhtamäki Oyj is 105,487,550.


In Espoo, February 9, 2009


Huhtamäki Oyj
The Board of Directors


Huhtamaki Group is a leading manufacturer of consumer and specialty
packaging with 2008 net sales totaling EUR 2.3 billion. Consumer
goods and foodservice markets are served by some 14,600 people in 65
manufacturing units and several sales offices in 35 countries. The
parent company, Huhtamäki Oyj, has its head office in Espoo, Finland
and is listed on the NASDAQ OMX Helsinki Ltd. Additional information
is available at www.huhtamaki.com.