2017-02-15 08:00:20 CET

2017-02-15 08:00:20 CET


REGLAMENTUOJAMA INFORMACIJA

Suomių Anglų
Huhtamäki Oyj - Other information disclosed according to the rules of the Exchange

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 15.2.2017 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
Thursday, April 27, 2017, at 11.00 (EET) at Messukeskus Helsinki, Expo and
Convention Centre, Messuaukio 1, 00520 Helsinki, Finland.

Use of the profit shown on the balance sheet
The Board of Directors proposes that a dividend of EUR 0.73 per share would be
paid based on the balance sheet adopted for the financial period ended on
December 31, 2016. The dividend would be paid to a shareholder who on the
dividend record date May 2, 2017 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 9, 2017.

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 eight (8).

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

Ms. Kerttu Tuomas (born 1957) has acted as Executive Vice President, Human
Resources and member of the Executive Board at KONE Corporation from 2002 until
January 2017, after which she will provide transition support until the end of
April. As of May 1, 2017 her main occupation will consist of miscellaneous
positions of trust. Before KONE Corporation she has worked as Group Vice
President, Human Resources at Elcoteq Network Corporation (2000-2002), Personnel
& Organization Manager at MasterFoods Oy (Mars) (1994-1999) and Consultant at
Mercuri Urval (1987-1993). Ms. Tuomas' current key positions of trust include
Vice-Chairman of the Board at Kemira Oyj and Board member at Finnish National
Opera and Ballet. Ms. Tuomas has a B.Sc. (Econ) degree. She is independent of
the Company and significant shareholders.

The biographical details of all candidates are presented on the Company's
website (www.huhtamaki.com) at the Investors section.

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
thus be paid as follows: to the Chairman EUR 120,000, to the Vice-Chairman EUR
68,000 and to other members EUR 57,000. In addition, the Nomination Committee of
the Board of Directors proposes that the meeting fees would remain unchanged and
thus 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, 2017. Ernst & Young Oy has announced
that Mr. Mikko Järventausta, 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, 2018.

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 subject to the aggregate number of shares to be
issued not exceeding 14,000,000 shares, which corresponds to approximately 13
percent of the current shares of the Company. The authorization concerns both
the issuance of new shares and the transfer of the Company's own treasury
shares, however so that the number of new shares to be issued may not exceed
10,000,000 shares and the number of own treasury shares to be transferred may
not exceed 4,000,000 shares.

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 remains in force until the end of the next Annual General Meeting,
however, no longer than until June 30, 2018.

The notice to convene the Annual General Meeting is planned to be published on
the Company's website on March 29, 2017. In addition, there will be an
announcement regarding the notice in the Helsingin Sanomat newspaper.

For further information, please contact:
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 74 manufacturing units and additional 24 sales only offices in
altogether 34 countries, we're well placed to support our customers' growth
wherever they operate. Mastering three distinctive packaging technologies,
approximately 17,000 employees develop and make packaging that helps great
products reach more people, more easily. In 2016 our net sales totaled EUR 2.9
billion. The Group has its head office in Espoo, Finland and the parent company
Huhtamäki Oyj is listed on Nasdaq Helsinki Ltd. Additional information is
available at www.huhtamaki.com.


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