Huhtamäki Oyj - Notice to general meeting

Notice to convene the Annual General Meeting of Shareholders

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 08.03.2007 AT 9.00

Notice to convene the Annual General Meeting of Shareholders


The shareholders of Huhtamäki Oyj are convened to the Annual General
Meeting of Shareholders (AGM) to be held on Thursday April 12, 2007
at 15.00 pm in the Finlandia Hall, Mannerheimintie 13 e, Helsinki.
Registration of the shareholders who have given a prior notice to
attend will commence at 14.00 pm. Coffee will be served after the
Meeting.

The Meeting shall decide on the following matters:

1.    Matters specified in Article 8 of the Articles of Association
and Chapter 5 Section 3 of the Companies Act as subject to decision
by the AGM

2.    Amending the Articles of Association

The Board of Directors proposes that the current Articles of
Association be amended as follows:

-        The provisions on minimum and maximum share capital, minimum
and maximum number of shares, record date and shareholders'
pre-emptive right to subscribe shares shall be abolished (§ 3).

-        The provision on maximum age of members of the Board of
Directors shall be abolished (§ 4).

-        The wording in provision on election of the Managing
Director shall be amended (§ 5).

-        The provisions on the Executive Committee shall be abolished
(§ 6).

-        The provisions on the right to sign for the Company shall be
changed to the right of representation (§ 7).

-        The provision on Auditor shall be added as a separate
article according to which the Company shall have one (1) Auditor
which shall be an auditing firm accredited by the Central Chamber of
Commerce (new § 7).

-        Amend the provisions on the date when the AGM shall be held
and the terminology regarding the matters to be included on the AGM's
agenda (§ 8).

-        Amend the provisions on the notice of the General Meeting of
Shareholders to the effect that the notice must be published no later
than seventeen (17) days before the meeting, and the last date of a
shareholder to notify the Company of the intention to attend the
meeting to be no earlier than ten (10) days prior to the meeting (§
9).

-        Additionally, all articles shall be added with clarifying
headings.

3.    Proposal of the Board of Directors to authorize the Board of
Directors to resolve on conveyance of the Company's own shares

The Board of Directors proposes that the AGM 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:

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.

A maximum of 5,061,089 Company's own shares that are in the Company's
possession may be conveyed.

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.

The Board of Directors shall decide on other terms of the conveyance
of Company's own shares. The authorization is proposed to be valid
until December 31, 2009.

Composition and remuneration of the Board of Directors

The Nomination Committee of the Board of Directors proposes that the
Board of Directors shall consist of seven (7) members.

The Nomination Committee proposes that to the Board of Directors,
until the end of the Annual General Meeting of Shareholders following
the election, be re-elected Ms. Eija Ailasmaa, Mr. George V. Bayly,
Mr. Robertus van Gestel, Mr. Paavo Hohti, Mr. Mikael Lilius, Mr.
Anthony J.B. Simon and Mr. Jukka Suominen. All the individuals
proposed have given their consent to the election.

The Annual General Meeting of Shareholders held on March 27, 2006
confirmed the following annual remuneration for the members of the
Board of Directors: for the Chairman EUR 80,000, for the Vice
Chairman EUR 50,000 and for other members EUR 40,000. 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 latest raise of the remuneration for the members of the Board of
Directors occurred on March 28, 2003. The Nomination Committee
proposes to the AGM that the following annual remuneration for the
members of the Board of Directors shall be confirmed: for the
Chairman EUR 90,000, for the Vice Chairman EUR 55,000 and for other
members EUR 45,000. Meeting fees and traveling expenses are proposed
to be kept unchanged.

Election of auditors

The Audit Committee of the Board of Directors proposes that the AGM
shall elect one (1) Auditor and that Authorized Public Accountant
firm KPMG Oy Ab shall be elected as Auditor. KPMG Oy Ab has announced
Ms. Solveig Törnroos-Huhtamäki, APA, to be the auditor with principal
responsibility.

Payment of Dividend

The Board of Directors proposes to the AGM, based on the profit shown
on the balance sheet to be adopted for the financial period ended on
December 31, 2006 a dividend of EUR 0.42 per share to be paid. The
dividend is proposed to be paid on April 24, 2007 to a shareholder
who on the record date April 17, 2007 is registered as a shareholder
in the Company's shareholder register.

Annual Accounts and Board Proposals

The documents relating to the Annual Accounts and the proposals of
the Board of Directors referred above under sections 2 and 3 are
available for the shareholders at the Company's head office in Espoo
at the address of Länsituulentie 7 as of March 8, 2007. Copies of the
same shall be sent to a shareholder requesting them.

Right to attend

A shareholder who on Monday, April 2, 2007 has been entered as a
shareholder into the shareholder register of the Company is entitled
to attend the AGM.

Notification on intention to attend

A shareholder who wishes to attend the AGM must notify the Company of
his or her intention to attend no later than on Tuesday, April 10,
2007 by 12.00 pm by telephone (+358 (0)800 9 0026) on weekdays at
8.00 am - 18.00 pm or by email AGM@huhtamaki.com. The notification
period starts on March 8, 2007. Possible proxies are requested to be
sent to Huhtamäki Oyj/Annual General Meeting of Shareholders,
Länsituulentie 7, FI-02100 Espoo, Finland prior to the expiry of the
notification period.

Shareholders registered under nominees

The holder of a share registered in the name of a nominee may be
temporarily entered in the shareholder register on April 2, 2007 for
the purpose of participating in the AGM. In order to attend the AGM
shareholders who hold their shares under a name of a nominee must
contact their custodial account holder to be temporarily recorded in
the shareholder register.


In Espoo, February 14, 2007

Huhtamäki Oyj
The Board of Directors



Huhtamaki Group is a leading manufacturer of consumer and specialty
packaging with 2006 net sales totaling EUR 2.3 billion. Consumer
goods and foodservice markets are served by approximately 14,800
people in 66 manufacturing units and several sales units in 36
countries. The parent company, Huhtamäki Oyj, has its head office in
Espoo, Finland and is listed on the Helsinki Stock Exchange.
Additional information is available at www.huhtamaki.com.