Oriola-KD Oyj - Notice to general meeting

Notice to Oriola-KD Corporation's Annual General Meeting 2013

Oriola-KD Corporation stock exchange release 21 February 2013 at 3.00 p.m.

The Board of Directors of Oriola-KD Corporation has today decided to convene the
Annual General Meeting of the Shareholders of Oriola-KD Corporation on 20 March
2013. The below notice to the meeting will be published in Finnish in the
newspaper Helsingin Sanomat on Saturday, 23 February 2013.


Notice is given to the shareholders of Oriola-KD Corporation to the Annual
General Meeting to be held on Wednesday 20 March 2013 from 5.00 p.m. at the
Helsinki Exhibition and Convention Centre (address: Helsinki Exhibition and
Convention Centre, Congress Wing Entrance, Rautatieläisenkatu 3, 00520 Helsinki,
Finland). The reception of participants who have registered for the meeting and
distribution of voting tickets will commence at 3.30 p.m. Coffee is served after
the meeting.

A.   Matters on the agenda of the Annual General Meeting

1.   Opening of the meeting

2.   Calling the meeting to order

3.   Election of persons to confirm the minutes and to supervise the counting of
votes

4.   Recording the legality of the meeting

5.   Recording the attendance at the meeting and adoption of the list of votes

6.          Presentation of the financial statements, the consolidated financial
statements,  the report of the  Board of Directors and  the auditor's report for
the year 2012

  * Review by the President & CEO

7.    Adoption  of  the  financial  statements  and  the  consolidated financial
statements

8.    Resolution on  the use  of the  profit shown  on the balance sheet and the
payment of dividend

        The Board of Directors proposes that a dividend of EUR 0.05 per share is
paid on the basis of the balance sheet to be adopted in respect of the financial
year ending on 31 December 2012. According to the proposal, the dividend would
be paid to shareholders registered in the company's shareholders' register held
by Euroclear Finland Ltd on the dividend record date 25 March 2013. The Board of
Directors proposes that the dividend is paid on 12 April 2013.

9.    Proposal by the Board of Directors  on the distribution of assets from the
unrestricted equity

         The Board of Directors  proposes to the Annual General Meeting that EUR
0.04 per share is distributed from the other reserves of the unrestricted equity
as  repayment of  equity on  the basis  of the  balance sheet  to be  adopted in
respect  of  the  financial  year  ending  on 31 December 2012. The repayment of
equity  would be paid to shareholders  registered in the company's shareholders'
register  held by  Euroclear Finland  Ltd on  the record date 25 March 2013. The
Board of Directors proposes that the payment date is 12 April 2013.

10.    Resolution on the discharge of the  members of the Board of Directors and
the CEO from liability

11.   Resolution on the remuneration of the members of the Board of Directors

        The Nomination Committee of Oriola-KD Corporation has announced as its
recommendation that the following remunerations are paid to the members of the
Board of Directors:

        The fee for the term of office of the Chairman of the Board of Directors
would be EUR 48,400, the fee for the term of office of the Vice Chairman of the
Board of Directors would be EUR 30,250, the fee for the term of office of the
Chairman of the Audit Committee would be EUR 30,250 and the fee for the term of
office of other members of the Board of Directors would be EUR 24,200. Of the
annual fee, 60 per cent would be paid in cash and 40 per cent would be used to
acquire Oriola-KD Corporation's class B-shares for the members of the Board of
Directors on the NASDAQ OMX Helsinki Stock Exchange. The shares would be
acquired within two weeks from the release of the Interim Report 1 January-31
March 2013 of the company. The Chairman of the Board of Directors would receive
an attendance fee of EUR 800 per meeting and the other members would receive
attendance fees of EUR 400 per meeting. Attendance fees would correspondingly
also be paid to the members of Board and company committees. The Chairman of the
Board of Directors would additionally have a phone benefit. Travel expenses
would be compensated in accordance with the travel policy of the company.

  The Nomination Committee's recommendation on the remuneration to the Board of
Directors will at the Annual General Meeting be considered on the proposal of a
shareholder.

12.        Resolution on the number of members of the Board of Directors

            In  accordance  with  the recommendation of the company's Nomination
Committee,  the Board of  Directors proposes to  the Annual General Meeting that
the number of members of the Board of Directors is confirmed as six.

13.        Election of the members of the Board of Directors and Chairman

        In accordance with the recommendation of the company's Nomination
Committee, the Board of Directors proposes to the Annual General Meeting that,
for the next term of office, current members of the Board of Directors Jukka
Alho, Harry Brade, Per Båtelson, Outi Raitasuo and Mika Vidgrén would be re-
elected to the Board of Directors, and that Karsten Slotte would be elected as
new member of the Board of Directors. Jukka Alho would be elected as Chairman of
the Board of Directors.

The biographicals of the proposed members of the Board of Directors are
presented on the company's website at www.oriola-kd.com.

14.         Resolution on the remuneration of the auditor

         In  accordance with the recommendation  of the Board's Audit Committee,
the  Board of Directors proposes to the  Annual General Meeting that the fees of
the  company's  auditor  would  be  paid  according  to  invoice approved by the
company.

15.         Election of auditor

        In accordance with the recommendation of the Board's Audit Committee,
the Board of Directors proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy, who has put forward authorised public accountant
Heikki Lassila as principal auditor, would be elected as the auditor of the
company.

16.          Authorising  the Board of Directors  to decide on the repurchase of
the company's own class B shares

        The Board of Directors proposes that the Annual General Meeting
authorizes the Board of Directors to decide on repurchasing the company's own
class B shares on the following terms and conditions:

        Maximum number of shares repurchased

According to the authorisation, the Board of Directors is entitled to decide on
the repurchase of no more than fifteen million (15,000,000) of the company's own
class B shares, which currently represents approximately 9.92 per cent of all
shares in the company. The authorisation may only be used in such a way that in
total no more than one tenth (1/10) of all shares in the company may from time
to time be in the possession of the company and its subsidiaries.

        Consideration to be paid for the shares and targeted acquisition

Shares may be repurchased in accordance with the resolution of the Board of
Directors also in a proportion other than in which shares are owned by the
shareholders, using funds belonging to the company's unrestricted equity and at
the price of class B shares quoted on regulated market organised by the NASDAQ
OMX Helsinki Ltd or otherwise established on the market at the time of the
repurchase. The Board of Directors decides how shares will be repurchased. Among
other means, derivatives may be used in acquiring the shares. The repurchase of
shares reduces the company's distributable unrestricted equity.

Shares may be repurchased to develop the company's capital structure, to execute
corporate transactions or other business arrangements, to finance investments,
to be used as a part of the company's incentive schemes or to be otherwise
relinquished, held by the company or cancelled.


        Other terms and validity

The Board of Directors decides on all other matters related to the repurchase of
class B shares. The authorisation to repurchase own shares shall remain in force
for a period of not more than eighteen (18) months from the decision of the
Annual General Meeting.

This authorisation revokes the authorisation given to the Board of Directors by
the Annual General Meeting on 26 March 2012 in respect of the repurchase of the
company's own class B shares.

17.           Authorising  the Board  of Directors  to decide on the issuance of
class B shares against payment

The  Board of Directors proposes that  the Annual General Meeting authorises the
Board  of Directors to  decide on a  share issue against  payment in one or more
issues.  The authorisation comprises  the right to  issue new class  B shares or
assign class B treasury shares held by the company.

Maximum number of shares to be issued or assigned

It  is  proposed  that  the  authorisation  covers  a combined maximum of thirty
million (30,000,000) of the company's own class B shares, representing currently
approximately 19.83 per cent of all shares in the company.

Shareholders' pre-emptive rights and targeted issue

The authorisation given to the Board of Directors includes the right to derogate
from the shareholders' pre-emptive subscription right provided that there is, in
respect of the company, a weighty financial reason for the derogation. Subject
to the above restrictions, the authorisation may be used i.a. as payment of
consideration when financing and executing corporate acquisitions or other
business arrangements and investments, to expand the company's ownership base,
or to develop the capital structure. Pursuant to the authorisation, class B
shares held by the company as treasury shares may also be sold through trading
on regulated market organised by NASDAQ OMX Helsinki Ltd.

Other terms and validity

It is proposed that the authorisation includes the right for the Board to decide
on the terms of the share issue in the manners provided for in the Companies Act
including the right to decide whether the subscription price is credited in part
or in full to the invested unrestricted equity reserves or to the share capital.
The authorisation is proposed to remain in effect for a period of eighteen (18)
months from the decision of the Annual General Meeting.

It is proposed that this authorisation revokes all previous share issue
authorisations given to the Board of Directors to the extent that they have not
been exercised.

18.        Authorising the Board of Directors to decide on the issuance of class
B shares without payment to the company and on a directed share issue of class B
shares  in order to execute the new share-based incentive plan for the Oriola-KD
Group's  executives and  the share  savings plan  for the  Oriola-KD Group's key
personnel

            In  addition  to  the  authorisations  presented above, the Board of
Directors  proposes that it be granted  the following authorisations in order to
execute  the new share-based incentive plan for the Oriola-KD Group's executives
and the share savings plan for the Oriola-KD Group's key personnel:

 i. Share issue without payment to the company

The  Board of Directors is authorised to decide on a share issue without payment
to  the company in one or more  instalments. The maximum number of the company's
new  class B  shares to  be issued  under this authorisation is 1,715,000, which
represents of 1.13 % of all shares in the company.

Other terms and purpose of the authorisation

          The Board of  Directors decides upon  all other matters related to the
issuing of class B shares.

The  purpose of the authorisation is to enable  the creation of own shares to be
used  in the new share-based incentive plan for the Oriola-KD Group's executives
and the share savings plan for the Oriola-KD Group's key personnel as follows.

 ii. Targeted issue

In deviation from the shareholders' pre-emptive right, the Board of Directors is
authorised to issue the company's class B shares in one or more instalments. The
class  B shares to  be issued can  be either new  shares or own class B treasury
shares.  The total amount of the  authorisation is 1,715,000 class B shares. The
share issue may be without payment.

Purpose of the authorisation

The  Board  of  Directors  may  exercise  this  authorisation in the share-based
incentive plan for Oriola-KD Group's executives and in the planned share savings
plan  for the  Oriola-KD Group's  key personnel.  The shares concerned represent
approximately 1.13 % of all shares in the company.

Other terms and validity

The  Board of  Directors decides  upon all  other matters  related to the shares
issues, a new executives' incentive plan and a key personnel share savings plan.
Deciding  upon a directed share  issue without payment requires  that there is a
particularly  weighty  financial  reason  for  the  deviation  in respect of the
company and taking into account the interest of all of its shareholders.

The  proposed authorisation revokes all other share issue authorisations granted
to  the Board of  Directors with the  exception of those  decided earlier during
this Annual General Meeting.

The authorisations in accordance with this section shall be valid no longer than
for five (5) years from the resolution of the Annual General Meeting.

19.        Closing of the meeting

B.         Documents of the General Meeting

         The proposals of the  Board of Directors to Annual General Meeting, the
recommendation  by the Nomination Committee as well as this notice are available
on   Oriola-KD   Corporation's   website  at  www.oriola-kd.com.  The  financial
statements,  the report of  the board of  directors and the  auditor's report of
Oriola-KD Corporation are available on the above-mentioned website no later than
27 February  2013. The  proposals  for  decisions  and the other above-mentioned
documents  are also available at the  Annual General Meeting. Oriola-KD's annual
report is published on the company's website as of 27 February 2013. The minutes
of  the Annual General Meeting will be  published on the company's website on 3
April 2013 at the latest.

C.   Instructions for the participants in the General Meeting

1.   Shareholders registered in the shareholders' register

        Each shareholder, who is registered in the shareholders' register of the
company  held by Euroclear Finland Ltd on the record date of the General Meeting
on  Friday, 8 March 2013, has the right to participate in the General Meeting. A
shareholder,  whose shares are registered on his/her personal Finnish book-entry
account, is registered in the shareholders' register of the company.

        A shareholder, who intends to participate in the Annual General Meeting,
shall  register for the meeting no later than on Tuesday, 12 March 2013 at 4.00
p.m.  Finnish time by giving prior notice of participation to the company, which
shall  be received by the company no  later than on the above-mentioned date and
time.  Notice of participation  is requested to  be made starting on 21 February
2013:

  a)  on the company's  website www.oriola-kd.com by  following the instructions
given on the website;
  b) by telephone +358 20 770 6868 (Monday - Friday from 1.00 p.m. - 4.00 p.m.);
or
   c) by  regular mail  to Oriola-KD  Corporation, Legal Affairs, P.O.Box 8, FI-
02101 Espoo, Finland.

         In connection with the registration, a shareholder shall notify his/her
name,  personal  identification  number  (or  the  business identity code of the
entity  he/she represents), address, telephone number and the name of a possible
assistant  or proxy representative and the personal identification number of any
proxy  representative. The personal  details given to  Oriola-KD Corporation are
used  only  in  connection  with  the  Annual General Meeting and for processing
registrations related to the meeting.

        A shareholder, his/her authorised representative or proxy representative
shall,  where necessary, at the meeting be able to prove his/her identity and/or
right of representation.

2.   Holders of nominee registered shares

         A holder  of nominee registered shares has  the right to participate in
the  General Meeting  by virtue  of such  shares, based  on which  he/she on the
record  date  of  the  General  Meeting,  i.e. on Friday, 8 March 2013, would be
entitled  to be registered in the shareholders'  register of the company held by
Euroclear Finland Ltd. The right to participate in the General Meeting requires,
in  addition,  that  the  shareholder  on  the  basis  of  such  shares has been
registered  into the temporary shareholders'  register held by Euroclear Finland
Ltd  at  the  latest  by  Friday,  15 March  2013 at 10.00 a.m. Finnish time. As
regards  nominee registered  shares, this  constitutes due  registration for the
General Meeting.

          A  holder of  nominee registered  shares is advised to request without
delay  necessary  instructions  regarding  the  temporary  registration  in  the
shareholder's  register  of  the  company,  the  issuing  of proxy documents and
registration  for the General  Meeting from his/her  custodian bank. The account
management  organization  of  the  custodian  bank  has  to register a holder of
nominee  registered shares,  who wants  to participate  in the  General Meeting,
temporarily  into the shareholders' register of the company at the latest by the
time stated above.

3.   Proxy representative and powers of attorney

            A  shareholder  may  participate in the General Meeting and exercise
his/her  rights  at  the  meeting  by  way  of  proxy  representation.  A  proxy
representative  shall produce a dated proxy  document or otherwise in a reliable
manner  demonstrate his/her  right to  represent the  shareholder at the General
Meeting.  When a  shareholder participates  in the  General Meeting  by means of
several  proxy  representatives  representing  the  shareholder  with  shares at
different  securities accounts,  the shares  by which  each proxy representative
represents   the   shareholder  shall  be  identified  in  connection  with  the
registration for the General Meeting.

        Possible proxy documents should be delivered in originals to the address
referred to section C.1 above before the last date for registration.

4.         Other instructions and information

         Pursuant  to chapter 5, section 25 of  the Companies Act, a shareholder
who  is present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting.

        On the date of the notice to the Annual General Meeting, the company has
in total 47,148,710 class A shares registered in the Trade Register, whose total
number  of votes is 942,974,200, and in  total 104,109,118 class B shares, whose
total  number of votes  is 104,109,118, making a  combined total of 151,257,828
shares and 1,047,083,318 votes.


Espoo, 21 February 2013

Oriola-KD Corporation

Board of Directors


Eero Hautaniemi
President and CEO


Petter Sandström
General Counsel


Distribution:
NASDAQ OMX Helsinki Ltd
Key media

Released by:
Oriola-KD Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola-kd.com

[HUG#1680020]