Oriola-KD Oyj - Company Announcement

Notice of Annual General Meeting of Oriola-KD Corporation 2010

Oriola-KD Corporation stock exchange release 8 March 2010 at 1.30 p.m.

Notice is hereby given to the shareholders of Oriola-KD Corporation of the
Annual General Meeting to be held on Wednesday 7 April 2010 from 5 p.m. at
Helsinki Fair Centre (address: Helsinki Fair Centre, Congress Wing Entrance,
Rautatieläisenkatu 3, 00520 Helsinki). Registration The reception of persons who
have registered for the meeting will commence at 3.30 p.m. Coffee is served
after the meeting.

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

 1. Opening of the Meeting

 2. Election of the Chairman and Secretary

 3. Election of person to scrutinize the minutes and person 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 statement, the report of the Board of
    Directors, and the consolidated financial statements for the accounting
    period 2009 and the auditor's report


Review by the President & CEO

 7. Resolution on the adoption of the financial statement including 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 to the Annual General Meeting that a dividend of
EUR 0.12 per share be paid as dividend on the basis of the balance sheet to be
adopted in respect of the financial year ending 31 December 2009. The Board of
Directors proposes that the dividend is paid on 21 April 2010. If the Annual
General Meeting accepts the proposal of the Board of Directors, the dividend
shall be paid to a shareholder who, on the dividend distribution record date of
12 April 2010, is registered as the Company's shareholder in the Company's
shareholder register held by Euroclear Finland Ltd.

 9. Authorisation for the Board of Directors to decide on the distribution of
    additional dividend or distribution of assets from the reserves of
    unrestricted equity


The Board of Directors proposes that the Annual General Meeting authorises the
Board of Directors to decide in accordance with Chapter 13 section 6(2) of the
Companies Act on the distribution of additional dividend from the retained
earnings and/or distribution of assets from the reserves of unrestricted equity
or both on the following conditions:

Based on the authorisation, the Board of Directors may decide on the
distribution of additional dividend from the retained earnings or distribution
of assets from the reserves of unrestricted equity or both so that the maximum
distribution of dividend and/or return of equity based on the authorisation is
no more than EUR 0.05 per share in total. The distribution of additional
dividend and/or return of equity can be made in one or more instalments.
The Board proposes that the authorisation includes the right for the Board of
Directors to decide on all other conditions relating to the distribution of
additional dividend and return of equity.

The authorisation is proposed to remain in effect until the next annual general
meeting.

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


 11. 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 be confirmed as eight (8).

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


The Company's Nomination Committee has recommended that the remunerations to the
Board of Directors would be paid as follows:

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 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 paid in cash and 40 per cent would be used to acquire Oriola-KD's
Corporation's Class B-shares for the Board members from the Helsinki Stock
Exchange after the publication of the company's interim report 1-3/2010. The
Chairman of the Board of Directors would receive an attendance fee of EUR 800
and the other members would receive attendance fees of EUR 400 per meeting.
Meeting fees would correspondingly also be paid to the members of the Board or
Company's 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 for the remunerations to Board of
Directors has not been given to the Board of Directors. Instead, the matter will
be considered at the Annual General Meeting on the proposal of a shareholder.

 13. Election of the members and Chairman 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, for the
following term of office, Mr. Harry Brade, Mr. Pauli Kulvik, Ms Outi Raitasuo,
Mr. Antti Remes, Mr. Olli Riikkala, Mr. Jaakko Uotila and Mr. Mika Vidgrén be
re-elected to the Board of Directors and that Mr. Per Båtelson would be elected
as a new member to the Board of Directors. Mr. Olli Riikkala would be re-elected
as Chairman of the Board of Directors.

Per Båtelson (born 1950), M.Sc. (Physics), who has been proposed as a new member
to the Board of Directors, serves as the CEO of Global Health Partner Plc, a
company established in 2006.  He has previously served as the CEO of Capio AB.
Per Båtelson is a member of the Board of Directors of Permobil AB, Sentoclone AB
and Unilabs AB. Mr Per Båtelson served as the Chairman of the Board of Directors
of Apoteket AB from 2006 to 2009.

 14. Resolution on the auditor's fee


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.

 15. Election 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 PricewaterhouseCoopers
Oy, who has put forward authorized public accountant Mr Heikki Lassila as
principal auditor, be re-elected as the auditor of the Company for the financial
year 2010.

 16. Resolution on amendments to the Articles of Association


The Board of Directors proposes to the Annual General Meeting that due to
amendments to the Finnish Companies Act, which entered into force on 31 December
2009, the Annual General Meeting would decide to amend Section 12 of the
Articles of Association concerning the notice period of the General Meeting as
follows:

12 § A notice of a General Meeting of shareholders shall be delivered by
publishing the notice in at least one daily newspaper in the capital city no
earlier than two months and no later than twenty-one days before the General
Meeting. However, the notice shall be published no later than nine days before
the record date of the General Meeting.

 17. Authorization for the Board of Directors to decide on acquiring of own
     class B shares


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

Maximum amount of the shares to be acquired:

According to the authorization, the Board of Directors is entitled to decide on
the acquisition of no more than fifteen million (15,000,000) of the Company's
own class B shares. This amount corresponds approximately to 9.92 per cent of
all shares in the Company. The authorization 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.

Acquisition of shares and compensation to be paid for the shares:

The Company's shares shall be acquired in accordance with the resolution of the
Board of Directors in a proportion other than that to the shares owned by the
shareholders using funds belonging to the Company's unrestricted equity and at
the market price of class B shares on the NASDAQ OMX Helsinki Ltd at the time of
the acquisition. The shares will be paid for in accordance with the rules and
regulations of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.
The Board of Directors decides how shares will be acquired. Among other means,
derivatives may be used in acquiring the shares.

The acquisition of shares reduces the Company's distributable unrestricted
equity.

Purpose of acquiring the shares:

Shares may be acquired 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 acquisition
of class B shares.
The authorization to acquire shares shall remain in force for a period of not
more then eighteen (18) months from the decision of the Annual General Meeting.

The authorization revokes the authorization given to the Board of Directors by
the Annual General Meeting on 16 April 2009 in respect of the acquisition of the
Company's own class B shares.

 18. Authorization for the Board of Directors to decide on a share issue of
     class B-shares against payment


The Board of Directors proposes that the Annual General Meeting authorise the
Board 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.

It is proposed that the authorisation concern a combined maximum of thirty
million (30,000,000) class B shares of the Company. This amount corresponds to
approximately 19.83 per cent of all shares in the Company.

The authorization given to the Board of Directors includes the right to deviate
from the shareholders' pre-emptive subscription right provided that there is a
weighty financial reason for the deviation in respect of the Company. 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,
to develop capital structure, to secure the commitment of employees or in
incentive schemes. Pursuant to the authorisation, class B shares held by the
Company as treasury shares may also be sold in public trading organised by
NASDAQ OMX Helsinki Ltd.

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 in 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 the authorization revokes all previous share issue
authorizations given to the Board of Directors, except for the authorization
given to the Board of Directors by the Annual General Meeting held on 13 March
2007 pursuant to which the Board of Directors may decide upon a directed bonus
share issue concerning no more than 650,000 class B shares in order to execute
the management's share remuneration scheme for years 2007-2009.

 19. Authorization for the Board of Directors to decide on a directed issue of
     class B shares without payment to the Company and on a directed share issue
     in order to execute the new share-based incentive plan for the Oriola-KD
     Group's key personnel


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

(i) The Board of Directors is authorized to decide on a share issue payment to
the Company in one or more instalments. The maximum number of new class B shares
to be issued under this authorization is 1,200,000, which represents of 0.79 %
of all shares in the Company and 0.11 % of the total number of votes.

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

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

(ii) In deviation from the shareholders' pre-emptive right, the Board of
Directors is authorized to issue the Company's class B shares. The class B
shares to be issued can be either new shares or own class B treasury shares. The
total amount of the authorization is 1,200,000 class B shares. The share issue
may be without payment.

The Board of Directors may exercise this authorization in the share-based
incentive plan of the Oriola-KD Group's key personnel. The incentive plan is a
part of the remuneration scheme of the Group's key personnel. The incentive plan
has three earning periods, i.e. the calendar years 2010, 2011 and 2012. The
Board of Directors decides on the earnings criteria for the earnings period and
on the targets to be established for the criteria at the beginning of each
earning period. The potential reward from the plan for the earning period 2010
will be based on the Oriola-KD Group's earnings before interest and taxes (EBIT)
and return on capital employed (ROCE) percentage. The Board of Directors has the
possibility to change the earning criteria in the following earning periods. The
shares concerned represent approximately 0.79 % of all shares in the Company and
0.11 % of the total number of votes.
The Board of Directors decides upon all other matters related to share issues
and incentive plan for the key personnel. 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 authorizations in accordance with this section shall be valid no longer than
for four (4) years from the resolution of the Annual General Meeting.

 20. Closing of the Meeting


B. Documents of the Annual General Meeting

The financial statements, the proposals of the Board of Directors presented to
the Annual General Meeting as well as all other documents to be kept on view in
accordance with the Finnish Companies Act are available to the shareholders on
the Company's website at www.oriola-kd.com. Additionally, they will be available
to the shareholders at the Annual General Meeting and in the Company's
headquarters at Orionintie 5, 02200 Espoo. The annual report is available on the
Company's website from 12 March 2010. A printed annual report is sent to
shareholders only upon request.

C. Instructions for the participants in the Annual General Meeting

 1. The right to participate and registration


Each shareholder who on the record date of the Annual General Meeting, Wednesday
24 March 2010, is registered in the shareholders' register held by Euroclear
Finland Ltd has the right to participate in the Annual General Meeting. A
shareholder whose shares are registered on his/her personal Finnish book-entry
account is registered in the Company's shareholders' register.

A shareholder who wants to participate in the Annual General Meeting shall
register to the Company for the Meeting no later than on 30 March 2010 at 4 p.m.
Finnish time. The notices of participation may be given from 8 March 2010 on the
Company's website at www.oriola-kd.com by complying with the instructions given
there, by telephone +358 10 684 1318 (between 1 p.m. and 3 p.m.) or by mail to
Oriola-KD Corporation, Shareholder affairs, P.O. Box 8, 02101 Espoo. The notices
given through the Internet or in writing must arrive before the expiry of the
registration period. In connection with the registration, a shareholder shall
give his/her name, personal identity number/business ID, contact information and
the name of a possible assistant or proxy representative.

 2. Proxy representative and powers of attorney


A shareholder may exercise his/her rights at the Annual General 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 Annual General Meeting. If a shareholder
participates in the Annual General Meeting by means of several proxy
representatives representing the shareholder with shares on different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration.

Possible proxy documents shall be delivered to the address mentioned above under
section C.1 before the last date for registration.

 3. Holders of nominee registered shares


A holder of nominee registered shares is advised to request in good time in
advance necessary instructions regarding the registration in the Company's
shareholder register, issuing of proxy documents and registration for the Annual
General Meeting from his/her custodian bank. The account management organization
of the custodian bank will register a holder of nominee registered shares, who
wants to participate in the Annual General Meeting, to be entered into the
Company's temporary shareholder register no later than by 31 March 2010 at 10
a.m.

 4. Other information


On the date of the notice to the Annual General Meeting, the Company has in
total 47,667,359 class A shares registered in the Trade Register, whose total
number of votes is 953,347,180, and in total 103,590,469 class B shares, whose
total number of votes is 103,590,469, making a combined total of 151,257,828
shares and 1,056,937,649 votes.

Espoo, 8 March 2010

Oriola-KD Corporation

Board of Directors

Eero Hautaniemi
President and CEO

Thomas Heinonen
General Counsel

Distribution:
NASDAQ OMX Helsinki Ltd.
Principal media

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




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