Resolutions of Huhtamäki Oyj’s Annual General Meeting of Shareholders

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 27.4.2023 AT 13.30

Resolutions of Huhtamäki Oyj’s Annual General Meeting of Shareholders

Huhtamäki Oyj's Annual General Meeting of Shareholders was held in Helsinki on April 27, 2023. The meeting adopted the Annual Accounts including the Consolidated Annual Accounts for 2022, discharged the members of the Company's Board of Directors, the CEO and the interim Deputy CEO from liability, and approved all proposals made to the Annual General Meeting by the Board of Directors and the Shareholders’ Nomination Board. The Annual General Meeting also approved the Remuneration Report for the Company’s Governing Bodies and the amended Remuneration Policy for the Governing Bodies presented to it.

Dividend

The Annual General Meeting resolved that an aggregate dividend of EUR 1.00 per share be paid based on the balance sheet adopted for the financial period ended on December 31, 2022. The dividend will be paid in two instalments. The first dividend instalment, EUR 0.50 per share, will be paid to shareholders registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd on the record date for the first dividend instalment May 2, 2023. The payment date for the first dividend instalment will be on May 9, 2023. The second dividend instalment, EUR 0.50 per share, will be paid to shareholders registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd on the record date for the second dividend instalment October 2, 2023. The payment date for the second dividend instalment will be on October 9, 2023.

In addition, the Annual General Meeting authorized the Board of Directors to decide, if necessary, on a new record date and a new payment date for the second dividend instalment, if regulations applicable to the Finnish book-entry system change or otherwise so require.

Composition of the Board of Directors

The number of members of the Board of Directors was confirmed to as nine (9). Mr. Pekka Ala-Pietilä, Ms. Mercedes Alonso, Mr. Doug Baillie, Mr. William R. Barker, Ms. Anja Korhonen, Ms. Kerttu Tuomas and Mr. Ralf K. Wunderlich were re-elected and, as new members, Ms. Pauline Lindwall and Mr. Pekka Vauramo were elected as members of the Board of Directors for a term ending at the end of the next Annual General Meeting.

The Annual General Meeting re-elected Mr. Pekka Ala-Pietilä as the Chair of the Board and Ms. Kerttu Tuomas as the Vice-Chair of the Board.

In a meeting that took place after the Annual General Meeting, the Board of Directors resolved upon members of its Committees. Ms. Anja Korhonen was elected as the Chair and Ms. Mercedes Alonso, Ms. Kerttu Tuomas and Mr. Pekka Vauramo as the members of the Audit Committee. Mr. Doug Baillie was elected as the Chair and Mr. Pekka Ala-Pietilä, Mr. William R. Barker, Ms. Pauline Lindwall and Mr. Ralf K. Wunderlich as the members of the Human Resources Committee.

Remuneration of the members of the Board of Directors

The Annual General Meeting resolved that the annual remuneration to the members of the Board of Directors will be paid as follows: to the Chair of the Board EUR 170,000, to the Vice-Chair EUR 80,000 and to the other members EUR 65,000 each. In addition, the Annual General Meeting resolved that the annual remuneration to the Chair and members of the Board Committees will be paid as follows: to the Chair of the Audit Committee EUR 16,000 and to the other members of the Audit Committee EUR 5,500 as well as to the Chair of the Human Resources Committee EUR 5,500 and to the other members of the Human Resources Committee EUR 2,750. In addition, the Annual General Meeting resolved that EUR 1,500 will be paid for each Board and Committee meeting attended. Traveling expenses of the Board members will be compensated in accordance with the Company policy.

Auditor

KPMG Oy Ab, a firm of authorized public accountants, was re-elected as Auditor of the Company for the financial year January 1 – December 31, 2023. Mr. Henrik Holmbom, APA, will continue to act as the Auditor with principal responsibility.

The Auditor’s remuneration is paid against an invoice approved by the Audit Committee of the Board of Directors.

Authorization for the Board of Directors to resolve on the repurchase of the Company’s own shares

The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of an aggregate maximum of 10,776,038 of the Company’s own shares. 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 authorization covers also directed repurchases of the Company’s own shares. The authorization remains in force until the end of the next Annual General Meeting, however, no later than June 30, 2024.

Authorization for the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares

The Annual General Meeting authorized the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares. The aggregate number of new shares to be issued may not exceed 10,000,000 shares which corresponds to approximately 9.3 percent of the current shares of the Company, and the aggregate number of own treasury shares to be transferred may not exceed 4,000,000 shares which corresponds to approximately 3.7 percent of the current shares of the Company. The authorization covers also directed issuances of shares. The authorization remains in force until the end of the next Annual General Meeting, however, no later than June 30, 2024.

Amendment to the Articles of Association

The Annual General Meeting resolved to amend the Articles of Association in accordance with the proposal of the Board of Directors to enable arranging a General Meeting as a virtual meeting without a meeting venue as an alternative to a physical meeting or a hybrid meeting. The amendment enables the holding of General Meetings virtually to facilitate attendance and participation for the Company's shareholders, especially in unforeseen or exceptional circumstances. The amendment does not preclude arranging General Meetings as physical or hybrid meetings.

Amendment to the Charter of the Shareholders' Nomination Board

The Annual General Meeting resolved to amend the Charter of the Shareholders' Nomination Board in accordance with the proposal of the Nomination Board so that the shareholders entitled to appoint a member are determined annually on the basis of the shareholders’ register of the Company maintained by Euroclear Finland Ltd on May 31 (previously August 31).

Mr. Antti Ihamuotila, Attorney-at-Law, chaired the meeting.

The minutes of the Annual General Meeting will be available on the website of Huhtamäki Oyj at www.huhtamaki.com as of May 11, 2023 at the latest.

For further information, please contact:

Sami Pauni, Executive Vice President, Corporate Affairs and Legal, Group General Counsel, tel. +358 (0)10 686 7872

About Huhtamaki

Huhtamaki is a leading global provider of sustainable packaging solutions for consumers around the world. Our innovative products protect on-the-go and on-the-shelf food and beverages, and personal care products, ensuring hygiene and safety, driving accessibility and affordability, and helping prevent food waste. We embed sustainability in everything we do. We are committed to achieving carbon neutral production and designing all our products to be recyclable, compostable or reusable by 2030. Our blueloopTM sustainable packaging solutions are world-leading and designed for circularity.  

We are a participant in the UN Global Compact, Huhtamaki is rated ‘A’ on the MSCI ESG Ratings assessment and EcoVadis has awarded Huhtamaki with the Gold medal for performance in sustainability. To play our part in managing climate change, we have set science-based targets that have been approved and validated by the Science-Based Targets initiative.  

With 100 years of history and a strong Nordic heritage we operate in 37 countries and 116 operating locations around the world. Our values Care Dare Deliver guide our decisions and help our team of around 19 000 employees make a difference where it matters. Our 2022 net sales totalled EUR 4.5 billion. Huhtamaki Group is headquartered in Espoo, Finland and our parent company, Huhtamäki Oyj, is listed on Nasdaq Helsinki Ltd. Find out more about how we are protecting food, people and the planet at www.huhtamaki.com.