Oriola-KD Oyj - Decisions of general meeting

Resolutions passed by Oriola-KD Corporation's Annual General Meeting and by the Board of Directors

Oriola-KD Corporation's Stock Exchange Release 7 April 2010 at 7.50 p.m.


A. Oriola-KDCorporation's Annual General Meeting, which was held on 7 April
2010, has passed the following resolutions:

1. Adoption of the financial statement and resolution on the discharge from
liability

The Annual General Meeting adopted the financial statement and discharged the
members of the Board of Directors and the President and CEO from liability for
the financial year ending 31 December 2009.


2.Payment of dividend

The Annual General Meeting resolved that a dividend of EUR 0.12 per share shall
be paid on the basis of the balance sheet adopted in respect of the financial
year ending 31 December 2009.

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. The payment date
of the dividend is 21 April 2010.


3.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 was authorized 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 authorisation includes the right for the Board of Directors to decide on all
other conditions relating to the distribution of additional dividend and/or
return of equity.

The authorisation remains in effect until the next Annual General Meeting.


4. Resolution on the number, composition and fees of the members of the Board of
Directors

The Annual General Meeting confirmed that the Board of Directors shall be
composed of eight (8) members. Mr. Harry Brade, Mr. Pauli Kulvik, Ms. Outi
Raitasuo, Mr. Antti Remes, Mr. Olli Riikkala, Mr. Jaakko Uotila and Mr. Mika
Vidgrén were re-elected to the Board of Directors, and Mr. Per Båtelson was
elected as a new member to the Board of Directors. Mr. Olli Riikkala was
re-elected as the Chairman of the Board of Directors.

The Annual General Meeting confirmed that the fee for the term of office of the
Chairman of the Board of Directors is EUR 48,400, the fee for the term of office
of the Vice Chairman of the Boardof Directors is EUR 30,250 and the fee for the
term of office of other members of the Board of Directors is EUR 24,200.

Of the annual fee, 60 per cent shall be paid in cash and 40 per cent shall be
used to acquire Oriola-KD 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 receives an attendance
fee of EUR 800 and the other members receive attendance fees of EUR 400 per
meeting. Attendance fees shall also be paid correspondingly to the members of
the Board of Directors or Company's Committees. The Chairman of the Board of
Directors has additionally a phone benefit.  Travel expenses shall be
compensated in accordance with the travel policy of the Company.


5. Election of auditor and resolution on the auditor's fees

PricewaterhouseCoopers Oy, who has put forward authorized public accountant Mr.
Heikki Lassila as principal auditor, was re-elected as the auditor of the
Company for the financial year 2010. The auditor's fees shall be paid according
to invoice.

6. Amendments to the Articles of Association

The Annual General Meeting resolved that section 12 of the Articles of
Association concerning the notice period of the General Meeting shall be amended
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.


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

The Board of Directors was authorized 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 shall 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 than 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.


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

The Board of Directors was authorized 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.

The authorisation concerns 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 or 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.

The authorisation given to the Board of Directors 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 shall remain in effect for a period of eighteen (18) months
from the decision of the Annual General Meeting.

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 the years 2007-2009.


9. 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 Oriola-KD Group's key
personnel

In addition to the authorizations presented above, the Board of Directors was
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 was authorized to decide on a share issue without
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 was 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 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 may exercise this authorization in the new share-based incentive plan
of the Oriola-KD Group's key personnel for 2010-2012.

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.


B.Resolutions of the organizing meeting of the Board of Directors

1. At its organizing meeting, which was held after the Annual General Meeting,
the Board of Directors resolved to re-elect Mr. Antti Remes as Vice Chairman of
the Board of Directors.

2. The compositions of the Audit Committee and Remuneration Committee of the
Board of Directors were confirmed as follows:

Audit Committee:
Mr. Antti Remes, Chairman
Mr. Harry Brade
Ms. Outi Raitasuo
Mr. Mika Vidgrén

Remuneration Committee:
Mr. Olli Riikkala, Chairman
Mr. Pauli Kulvik
Mr. Jaakko Uotila
The members to the Company's Nomination Committee will be elected later.

The Board of Directors has assessed the independence of the members of the Board
of Directors, and  determined that all members of the Board of Directors are
independent from the Company and its significant shareholders.


Oriola-KDCorporation

Eero Hautaniemi
President and CEO

Thomas Heinonen
General Counsel

For further information, please contact:
Eero Hautaniemi
President and CEO
Tel: +358 10 429 2109
E-mail: eero.hautaniemi@oriola-kd.com


Distribution:
NASDAQ OMX Helsinki Ltd.
Principal media

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


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