Inside information: Huhtamäki Oyj considers the issuance of new notes and announces a voluntary tender offer for its outstanding notes maturing in 2027

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 5.5.2026 AT 10:55 (EEST)

Inside information: Huhtamäki Oyj considers the issuance of new notes and announces a voluntary tender offer for its outstanding notes maturing in 2027

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Huhtamäki Oyj (“Huhtamäki”) announces its intention to issue euro-denominated fixed rate notes under its EUR 2 billion Euro Medium Term Note Programme (the "New Notes"), subject to market conditions. The issue amount of the New Notes is expected to be EUR 300,000,000. Nordea Bank Abp, Citigroup Global Markets Europe AG, Danske Bank A/S and Standard Chartered Bank AG act as Joint Bookrunners on the transaction.

In addition, subject to the offer and distribution restrictions and terms and conditions set out in the tender offer memorandum dated May 5, 2026 (the “Tender Offer Memorandum”), Nordea Bank Abp (the "Offeror") invites today the holders of the outstanding notes listed in the table below, maturing in 2027 and issued by Huhtamäki (the “Notes”), to tender their Notes for purchase by the Offeror for cash (the “Tender Offer”).

Whether the Offeror will accept for purchase any Notes validly tendered is, without limitation, subject to (i) the successful pricing of the New Notes, (ii) the signing by, inter alios, Huhtamäki and the Dealer Managers, acting in their capacity as Joint Bookrunners, of a subscription agreement for the purchase of, and subscription for, the New Notes, and (iii) such subscription agreement remaining in full force and effect as at the Settlement Date as further set out in the Tender Offer Memorandum (the “New Issue Condition”).

The Tender Offer expires on May 12, 2026 at 4:00 p.m. (Finnish time) (subject to the right of the Offeror to extend, re-open, amend and/or terminate the Tender Offer) and is being made on the terms and conditions set out in the Tender Offer Memorandum.

The capitalized terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

Subject to the satisfaction or waiver of the New Issue Condition and the other conditions described in the Tender Offer Memorandum, the Offeror will pay the Purchase Price, as set out below, and accrued and unpaid interest from (and including) the immediately preceding interest payment date on which interest was paid for the Notes to (but excluding) the Settlement Date in respect of Notes accepted for purchase pursuant to the Tender Offer in the manner described in the Tender Offer Memorandum.

Nordea Bank Abp acts as Offeror, Dealer Manager and Tender Agent and Citigroup Global Markets Europe AG acts as Dealer Manager for the Tender Offer.

Contact Details:

Dealer Managers:
Citigroup Global Markets Europe AG:
tel. +44 20 7986 8969
email: liabilitymanagement.europe@citi.com

Nordea Bank Abp:
tel. +45 6136 0379
email: NordeaLiabilityManagement@nordea.com

Tender Agent:
Nordea Bank Abp:
tel. +45 6136 0379
email: NordeaLiabilityManagement@nordea.com

For further information, please contact:
Tom Erander, Vice President, Treasury, tel. +358 10 686 7893

HUHTAMÄKI OYJ
Corporate Communications

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.

Huhtamaki has over 100 years of history and a strong Nordic heritage. Our around 17 400 professionals operate in 35 countries and 105 locations around the world. Our values are Care Dare Deliver. In 2025 Huhtamaki ’s net sales totaled EUR 4.0 billion. Huhtamäki Oyj is listed on the Nasdaq Helsinki and the head office is in Espoo, Finland. Find out more at www.huhtamaki.com.

Disclaimer
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder of the Notes is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, accounting, regulatory and legal advice, including in respect of any tax consequences, immediately from its independent financial, tax or legal adviser. Any person whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer. The release, publication or distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law and the Tender Offer shall not be deemed to constitute an offer to holders of the Notes in any jurisdiction where registration or other requirements would make such offer unlawful. Neither the Offeror, the Dealer Managers nor Huhtamäki makes any recommendation as to whether holders of the Notes should tender Notes pursuant to the Tender Offer. The information, statements and opinions contained in this announcement do not constitute or form part of and should not be construed as, an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Notes, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

United States: The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the U.S. Securities Act (as amended) (each, a “U.S. Person”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees, trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving this announcement or the Tender Offer Memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States. Any person accepting the Tender Offer shall be deemed to represent to the Offeror, the Tender Agent and the Dealer Managers such person’s compliance with these restrictions. Any purported acceptance of Notes in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

United Kingdom: The communication of this announcement by Huhtamäki, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to: (1) those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or (2) persons who are within Article 43(2) of the Financial Promotion Order or (3) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Italy: None of the Tender Offer, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Italian Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraphs 4 and 7(a) of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes for purchase pursuant to the Tender Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority.

France: Neither this release nor the Tender Offer is being made, directly or indirectly, to the public in the Republic of France (“France”). This release or the Tender Offer Memorandum and any other document or material relating to the Tender Offer may be distributed in France only to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129 and in accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et financier. Neither this Tender Offer Memorandum nor any other such offering material has been or will be submitted for clearance to or approved by the Autorité des marchés financiers.

New Notes: Any investment decision to purchase any New Notes should be made solely based on each investor’s own examination and analysis of Huhtamäki and the New Notes, having regard to the information contained in (i) the base prospectus dated August 21, 2025 (the "Base Prospectus"), as supplemented by a supplementary base prospectus dated April, 30 2026 (the “Supplementary Base Prospectus”); and (ii) the final terms (“Final Terms”) to be prepared in connection with the New Notes, and no reliance is to be placed on any information other than that contained in the Base Prospectus (as supplemented by the Supplementary Base Prospectus). The Base Prospectus and the Supplementary Base Prospectus are available for viewing on the website of Irish Stock Exchange plc trading as Euronext Dublin (https://live.euronext.com/). The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. The New Notes may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of the Securities Act of 1933. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act). In addition, in the United Kingdom, this announcement, the Final Terms and the Base Prospectus, as supplemented by the Supplementary Base Prospectus, are being distributed only to and are directed only at persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 and have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and persons falling within Article 49(2) of the Order (all such persons together referred to as "relevant persons"). In member states of the European Economic Area (the "EEA"), this announcement, the Final Terms and the Base Prospectus, as supplemented by the Supplementary Base Prospectus, are directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129. Any investment or investment activity in respect of the New Notes is available only (i) in the United Kingdom, to relevant persons and (ii) in the EEA, to qualified investors, and will be engaged in only with such persons in respect of each of (i) and (ii) herein.

Compliance information for the New Notes: UK MiFIR / MiFID II – professionals / ECPs-only / No PRIIPs or UK CCI KID / product summary – Manufacturer target market (UK MiFIR / MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No sales to UK or EEA retail investors; no key information document or product summary has been or will be prepared. See the Base Prospectus, as supplemented by the Supplementary Base Prospectus, for further information.