Politics

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

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.