Oriola-KD Oyj - Notice to general meeting

Notice to Oriola-KD Corporation's Annual General Meeting 2015

Oriola-KD Corporation stock exchange release 6 March 2015 at 1.00 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 30 March
2015. The below notice to the meeting will be published in Finnish in the
newspaper Helsingin Sanomat on Saturday, 7 March 2015.


NOTICE TO ORIOLA-KD CORPORATION'S ANNUAL GENERAL MEETING 2015

Notice is given to the shareholders of Oriola-KD Corporation to the Annual
General Meeting to be held on Monday 30 March 2015 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 2014

-       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 to the General Meeting that no dividend be paid
based on the balance sheet to be adopted for the year 2014.

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

10.    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 2015 of the
company. The Chairman of the Board of Directors would receive an attendance fee
of EUR 1,000 per meeting and the other members would receive attendance fees of
EUR 500 per meeting. Attendance fees would correspondingly also be paid to the
chairmen and members of Board and company committees. 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.

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 is confirmed as eight.

12.    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, Per
Båtelson, Anja Korhonen, Kuisma Niemelä and Matti Rihko would be re-elected to
the Board of Directors, and that Eva Nilsson Bågenholm, Staffan Simberg and
Anssi Vanjoki would be elected as new members of the Board of Directors. Anssi
Vanjoki 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.

13.    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.

14.    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 Kaj Wasenius as principal
auditor, would be elected as the auditor of the company.
15. Authorising  the  Board  of  Directors  to  decide  on a share issue against
payment

The  Board of Directors proposes that the General Meeting authorise 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 shares or assign treasury shares
held by the company.

Maximum number of shares to be issued or assigned

It  is proposed  that the  authorisation covers  a maximum  of 5,650,000 Class Ashares  and 12,500,000 Class B shares  representing approximately 12.00 per cent
of  all shares in the company on the date of the notice and approximately 10.00
per  cent  of  all  shares  once  the  shares issued in the rights offering that
concluded in March 2015 have been entered into the Trade register.

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. to develop
the capital structure. Pursuant to the authorisation, 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 of
Directors 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 excersised, except for the authorisation given to the Board of Directors by
the Annual General Meeting held on 20 March 2013, pursuant to which the Board of
Directors may decide upon directed share issues against or without payment
concerning no more than 1,715,000 class B shares in order to execute the share-
based incentive plan for the Oriola-KD Group's executives and the share savings
plan for the Oriola-KD Group's key personnel.

16.     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 18,000,000 of
the  company's own class B shares,  representing approximately 11.90 per cent of
all  shares in the company on the  date of the notice and approximately 9.92 per
cent  of all shares once the shares issued in the rights offering that concluded
in March 2015 have been entered into the Trade register.

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 as payment of
consideration when financing and executing corporate acquisitions or other
business arrangements and investments. 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 of
Directors 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 except for such granted to the
Boad of Directors earlier during the meeting as well as the authorisation given
to the Board of Directors by the Annual General Meeting held on 20 March 2013,
pursuant to which the Board of Directors may decide upon directed share issues
against or without payment concerning no more than 1,715,000 class B shares in
order to execute the share-based incentive plan for the Oriola-KD Group's
executives and the share savings plan for the Oriola-KD Group's key personnel.


17.     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 18,000,000 of the company's own class B shares,
which on the date of the notice represents approximately 11.90 per cent of all
shares in the company and approximately 9.92 per cent of all shares once the
shares issued in the rights offering that concluded in March 2015 have been
entered into the Trade register. 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 24 March 2014 in respect of the repurchase of the
company's own class B shares.

18.    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
9 March   2015. 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 12 February 2015. The minutes
of  the Annual General Meeting will be published on the company's website on 13
April 2015 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
Wednesday, 18 March 2015, 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 Wednesday, 25 March 2015 at 10.00 a.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 6 March 2015:

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 Wednesday, 18 March 2015, 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  Wednesday,  25 March  2015 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. Once  the shares issued  in the rights offering
that  concluded in  March 2015 have  been registered  in the Trade register, the
company  will have  in total  56,578,452 class A  shares registered in the Trade
Register,   whose   total   number  of  votes  is  1,131,569,040, and  in  total
124,907,761 class B shares, whose total number of votes is 124,907,761, making a
combined total of 181,486,213 shares and 1,256,476,801 votes


Espoo, 6 March 2015

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#1900086]