Inside information: Huhtamäki Oyj considers the issuance of new notes and announces a voluntary tender offer for its outstanding notes maturing in 2026 and 2027

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 25.8.2025 AT 11:45 AM EEST

Inside information: Huhtamäki Oyj considers the issuance of new notes and announces a voluntary tender offer for its outstanding notes maturing in 2026 and 2027

NOT FOR 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 DISTRIBUTE THISANNOUNCEMENT.

Huhtamäki Oyj (“Huhtamaki”) announces its intention to issue euro-denominated fixed rate notes under its newly established 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 million. BNP PARIBAS, J.P. Morgan, OP Corporate Bank and SEB act as Joint Bookrunners on the transaction.

In addition, OP Corporate Bank plc (the "Offeror ") invites today the holders of the outstanding notes listed in the table below, maturing in 2026 and 2027 and each issued by Huhtamaki (the “Notes”), to sell their Notes for cash (the “Tender Offer”).

Whether the Offeror will accept for purchase any notes validly tendered is, without limitation, subject to (i) the pricing of the New Notes, (ii) the signing by, inter alios, Huhtamaki 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 relevant Settlement Date (the “New Issue Condition”). The Tender Offer expires on September 1, 2025 at 6:00 p.m. (Finnish time), is being made on the terms and conditions set out in the tender offer memorandum dated August 25, 2025 (the “Tender Offer Memorandum”), and is subject to the offer restrictions set out below and as more fully described 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, the Offeror will pay for Notes accepted by it for purchase pursuant to the Tender Offer prices to be determined on or around September 2, 2025 at or around 3:00 p.m. (Finnish time) in the manner described in the Tender Offer Memorandum by reference to the sums of the applicable Purchase Spread, as set out below, and the applicable Benchmarks Rate.

OP Corporate Bank plc acts as Offeror, Dealer Manager and Tender Agent and BNP PARIBAS acts as Dealer Manager for the Tender Offer.

Contact Details:
Dealer Managers:
BNP PARIBAS: Tel. +33 1 55 77 78 94, email: liability.management@bnpparibas.com
OP Corporate Bank plc: Tel. +358 50 599 1281, email: liabilitymanagement@op.fi

Tender Agent:
OP Corporate Bank plc: Tel. +358 10 252 7740, email: yhtiotapahtumat@op.fi

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

HUHTAMÄKI OYJ
Group 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 18,000 professionals are operating in 36 countries and 101 locations around the world. Our values are Care Dare Deliver. In 2024 Huhtamaki’s net sales totaled EUR 4.1 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 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 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 Huhtamaki 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 does 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 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 Securities Act (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 nondiscretionary 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 the Issuer, 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 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated 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 person to whom it may otherwise lawfully be made under the Financial Promotion Order.

New Notes:Any investment decision to purchase any New Notes should be made solely based on each investor’s own examination and analysis of Huhtamaki and the New Notes on the basis of the information contained in (i) the base prospectus dated August 21, 2025 (the "Base Prospectus "); and (ii) the final terms to be prepared in connection with the New Notes, and no reliance is to be placed on any representations other than those contained in the Base Prospectus. The Base Prospectus is 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).

Compliance information for the New Notes: UK MiFIR /MiFID II - professionals/ECPs-only / No PRIIPs or UK PRIIPs KID – Manufacturer target market (UK MiFIR /MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been or will be prepared. No sales to UK or EEA retail investors.

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