Oriola-KD Oyj - Notice to general meeting

NOTICE OF ANNUAL GENERAL MEETING OF ORIOLA-KD CORPORATION 2009

Oriola-KD Corporation Stock Exchange Release 19 March 2009 at 1.00
p.m.

Notice is hereby given that the Annual General Meeting of
shareholders of Oriola-KD Corporation ("the Company") will be held on
Thursday 16 April 2009 at 5 p.m. at the Helsinki Fair Centre
(address: Helsinki Fair Centre, Conference Wing entrance,
Rautatieläisenkatu 3, 00520 Helsinki, Finland). Registration will
commence on site at 3 p.m. Coffee will be served after the meeting.

The following matters are on the agenda of the Annual General
Meeting:

1. Matters for the Annual General Meeting in accordance with the
Companies Act and article 10 of the Articles of Association:

- presentation of the financial statements, the consolidated
financial statements, the report of the Board of Directors and the
auditor's report; the CEO's review;
- adoption of the financial statements, including the consolidated
financial statements;
- decision on disposal of profits shown in the balance sheet and
payment of dividends;
- discharging the members of the Board of Directors and the President
and CEO from liability;
- decision on the remuneration of the members of the Board and the
auditors;
- decision on the number of members on the Board, election of Board
members and Chairman and election of auditors.

Payment of dividends

The Board proposes to the Annual General Meeting that the sum of EUR
0.08 per share be paid as dividend on the basis of the balance sheet
to be adopted for the financial year ending 31 December 2008. The
Board proposes that the dividend be paid on 15 May 2009. In the event
that the Annual General Meeting accepts the Board's proposal, the
dividend will be paid to those who, on the dividend distribution
record date of 21 April 2009, are entered as shareholders of the
Company in the Company's shareholder register kept by Euroclear
Finland Ltd (formerly the Finnish Central Securities Depository Ltd).

Number of Board members, composition of the Board and remuneration of
Board members

In accordance with the recommendation by the Company's Nomination
Committee, the Board proposes:

* that the number of members on the Board be confirmed as seven (7),
that Harry Brade, Pauli Kulvik, Outi Raitasuo, Antti Remes, Olli
Riikkala, Jaakko Uotila and Mika Vidgrén be re-elected as members of
the Board and that Olli Riikkala be re-elected as Chairman of the
Board.

* that the Chairman of the Board receive EUR 44,000 in remuneration
for his term of office, the Vice Chairman EUR 27,500 and the other
members of the Board EUR 22,000 each, and that these fees be paid in
cash no later than 5 May 2009. The Chairman of the Board would
receive an attendance fee of EUR 800 for each meeting, and the other
Board members EUR 400 per meeting. Attendance fees would also be paid
in the same manner to members of the Board of Directors' or the
Company's committees. The Chairman of the Board would also have a
phone benefit. Travel expenses would be reimbursed in accordance with
the travel policy of the Company.

Election and remuneration of auditors

In accordance with the recommendation of the Board's Audit Committee,
the Board proposes that PricewaterhouseCoopers Oy, which has put
forward Heikki Lassila, Authorised Public Accountant, as principal
auditor, be re-elected as the Company's auditor.

The Board will propose below in section 2 that article 9 of the
Articles of Association be amended in such a way that references to a
deputy auditor be removed. In the event that the amendment to article
9 is not approved, the Board proposes that Authorised Public
Accountant Kaj Wasenius be re-elected as deputy auditor.

The auditors would be remunerated according to invoice.

2. Amendments to the Articles of Association

The Board of Directors proposes to the Annual General Meeting that
articles 3, 4, 7, 9, 10 and 12 of the Articles of Association be
amended. The main content of the proposed amendments is as follows:

- references to minimum and maximum share capital in article 3 would
be removed;
- the provisions of article 4, which concerns the book-entry system,
would be simplified and references to the record date procedure
removed;
- the wording of article 7, which concerns the right to sign for the
Company, would be changed to correspond to the terminology of the
Companies Act;
- references to a deputy auditor in article 9 would be removed. After
this amendment, the Company would have only one auditor, which would
be a firm of authorised public accountants;
- the wording of article 10, which concerns the Annual General
Meeting, would be changed to correspond to the terminology of the
Companies Act and to the changes proposed to article 9 in relation to
references to a deputy auditor;
- the provision of article 12 concerning the Notice of Annual General
Meeting would be changed in such a way that the Notice would have to
be delivered at least 21 days prior to the Annual General Meeting.

3. Proposal of the Board of Directors to the AGM on authorising the
Board to decide on acquiring Company's own Class B shares
The Board of Directors proposes that the Annual General Meeting
authorize the Board to decide on acquiring the Company's own Class B
shares on the following terms:

Maximum amount of shares to be acquired:

Pursuant to the authorisation, the Board may decide on acquiring a
maximum of fourteen million (14,000,000) of the Company's own Class B
shares, equivalent to approximately 9.9 percent of all shares of the
Company. The authorisation may only be exercised in a manner that
puts the amount of shares held by the Company and its subsidiary
entities at any given time at no more than one tenth (1/10) of all
shares of the Company.

Acquisition of shares and consideration payable:

The shares will be acquired in accordance with the decision taken by
the Board in a proportion other than that of the shares held by the
shareholders using funds belonging to the Company's unrestricted
equity 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 shall resolve upon the method of acquisition.
Among other means, derivatives may be utilised in acquiring the
shares.

Acquisition of the shares reduces the Company's distributable
unrestricted equity.

Purpose of the share acquisition:

Shares may be acquired to develop the Company's capital structure, to
execute corporate acquisitions or other business arrangements, to
finance investments, for use as part of the Company's incentive
schemes or for being otherwise relinquished, held or cancelled.

Other terms and validity:

The Board shall decide on all other matters relating to the
acquisition of the Class B shares.

The authorisation to acquire shall remain in force for a period not
to exceed eighteen (18) months from the decision taken by the Annual
General Meeting.

The authorisation revokes the authorisation granted to the Board by
the Annual General Meeting on 17 March 2008 to decide on acquiring
Company's own Class B shares.

4. Proposal of the Board of Directors to the AGM on authorising the
Board 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
twenty eight million (28,000,000) Class B shares in the Company,
which amount represents approximately 19.8 percent of all shares of
the Company.

The authorisation to be granted to the Board includes the right to
derogate from the pre-emptive right of the shareholders through a
directed issue, provided that the Company has a weighty financial
reason for this. 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 previous share issue authorisations granted to
the Board earlier are revoked, with the exception of the
authorisation granted to the Board by the Annual General Meeting on
13 March 2007, pursuant to which the Board may decide on a directed
bonus issue of no more than 650,000 Class B shares to implement a
share incentive scheme for management.

5. Proposal of the Board of Directors to the AGM on issue of stock
options to key personnel of the Oriola-KD Group

The Board of Directors proposes that the Annual General Meeting
decide on the issue of stock options to key personnel of the Company
and its subsidiaries. The Company has a weighty financial reason for
the issue of stock options, since the stock options are intended to
form part of the incentive and commitment program for the key
personnel. The maximum total number of stock options issued will be
4,500,000 and they will be issued gratuitously. The stock options
entitle their owners to subscribe for a maximum total of 4,500,000
new B-shares in the Company or existing treasury B-shares held by the
Company.  The share subscription price will be credited to the
reserve for invested unrestricted equity.

The share subscription price for stock  options will be based on  the
prevailing market price of the  Oriola-KD Corporation B-share on  the
NASDAQ OMX Helsinki Ltd in March-April 2009, in March-April 2010  and
in March-April 2011. The share subscription period for stock  options
2009A will be 15 November 2011 - 30 November 2013, for stock  options
2009B 15 November  2012 -  30 November  2014, and  for stock  options
2009C 15 November 2013 - 30 November 2015.

Annual General Meeting documents
The Annual Report of Oriola-KD Corporation (which includes the
Company's and the Group's financial statements, the report of the
Board of Directors and the auditor's report), the Board of Directors'
proposals to the Annual General Meeting, the Notice of Annual General
Meeting and other documents stipulated by the Companies Act are
available for viewing on Oriola-KD Corporation's website,
www.oriola-kd.com as of 23 March 2009. In addition, they can be
viewed by shareholders at the Company's headquarters, sent to
shareholders at their request and will also be available at the
Annual General Meeting. Shareholders will be sent a printed Annual
Report only if they specifically so request.

Right to attend the Annual General Meeting and advance notification

Eligibility to attend the Annual General Meeting is vested in
shareholders who
are registered by Monday 6 April 2009 as shareholders in the
Company's shareholder register maintained by Euroclear Finland Ltd
(formerly Finnish Central Securities Depository Ltd) in the manner
provided for in chapter 4, section 2 of the Companies Act. Theholders of nominee-registered shares who wish to attend the Annual
General Meeting must be registered in the Company's shareholder
register no later than 6 April 2009. The holders of
nominee-registered shares are encouraged to ask their asset manager
for necessary instructions on how to enroll in the shareholder
register.

Shareholders wishing to attend the Annual General Meeting must notify
the Company of their intention to attend by 4 p.m. Finnish time on
Monday 6 April 2009. We request that notifications of attendance be
made either on the Company's website (www.oriola-kd.com) by following
the instructions given there, by phone to +358 10 429 2756,  +358
10 429 2701 or + 358 10 429 5761 (9 a.m. - 4 p.m. Finnish time), or
in writing, addressed to Oriola-KD Corporation, Shareholder affairs,
PO Box 8, FI-02101 Espoo, Finland. Notifications made via internet or
by letter must arrive at Oriola-KD Corporation before the expiry of
the above deadline. Any proxies are requested to be delivered
together with the advance notification to the address above.

Other information

At the date of the Notice of Annual General Meeting, the Company has
a total of 48,392,203 class A shares recorded in the Trade Register,
representing a total of 967,844,060 votes, and a total of 93,515,625
class B shares, representing a total of 93,515,625 votes, making a
combined total of 141,907,828 shares and 1,061,359,685 votes.


Espoo, 19 March 2009

Oriola-KD Corporation

Board of Directors

Eero Hautaniemi
President and CEO

Thomas Heinonen
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


ATTACHMENTS:


 1. Proposed amended Articles of Association
 2. Proposal of the Board of Directors on issue of stock options
 3. Oriola-KD Corporation Stock Options 2009



1. Proposal of the Board of Directors to the Annual General Meeting
on the amended Articles of Association

Articles of Association of Oriola-KD Corporation
Article 1 The company's corporate name is Oriola-KD Oyj in Finnish,
Oriola-KD Abp in Swedish and Oriola-KD Corporation in English. The
company is domiciled in Espoo.

Article 2 The company shall be engaged in the wholesale and supply of
pharmaceuticals and other healthcare products as well as in other
business operations related to or comparable with the healthcare
branch. The company may own and administer real estate and securities
and other financial instruments and trade in them. The company may
conduct the above-mentioned operations either directly or through
subsidiaries and associated companies.

Article 3 The shares do not have a nominal value.

The company has Class A shares to a maximum number of 500,000,000
shares and Class B shares to a maximum number of 1,000,000,000
shares.

Class A shares can be converted into Class B shares upon a
shareholder's demand or, in respect of nominee-registered shares,
upon the demand of the asset manager entered in the book-entry
register, insofar as conversion can be made within the framework of
the maximum numbers of shares in each share class. A written demand
for conversion that is to be presented to the company must state the
number of shares that are to be converted and the book-entry account
in which the book-entries corresponding to the shares have been
entered.  The company can request that an entry be made in the
book-entry account of the shareholder to restrict the transferability
of his/her shares for the duration of the conversion process. After
conversion, the company will notify the Trade Register of the amounts
by which the share classes have changed.
A conversion demand can be made at any time, but not after the Board
of Directors has made a decision to convene a General Meeting. A
demand made in the interval between said decision and the next
General Meeting is considered to have been presented and will be
dealt with after the General Meeting and the subsequent record date,
if any.
The conversion fee decided by the Board of Directors shall be paid to
the company.

Conversion notices will be made to the Trade Register at least twice
a year on the dates decided by the Board of Directors.

A share conversion demand can be rescinded until the notice of
conversion has been entered in the Trade Register.

If conversion is rescinded, the company will request that the entry
restricting share transferability be removed from the shareholder's
book-entry account.

A Class A share is converted into a Class B share upon being entered
in the Trade Register. The party that made the conversion demand and
the custodian of the book-entry securities register will be notified
of the registration of conversion.

If necessary, the Board of Directors will decide on more detailed
conversion terms.

Article 4 The company's shares belong to the book-entry system.

Article 5 The Board of Directors shall have a minimum of five (5) and
a maximum of eight (8) members. The term of office of a member of the
Board of Directors ends at the close of the next Annual General
Meeting following his or her election. The General Meeting shall
elect the Chairman of the Board of Directors for the same term of
office and the Board of Directors shall elect the Vice Chairman, also
for the same term of office. A person who has reached the age of 67
cannot be elected a member of the Board of Directors.

Article 6 The company shall have a President who is appointed and
dismissed by the Board of Directors.

Article 7 The right to represent the company is with:

1) the President jointly with a member of the Board of Directors,

2) the persons authorised to represent  the company on the basis of a
decision of the Board of Directors, two jointly or each separately
together with a member of the Board of Directors or with the
President, or

3) the persons authorised to sign for the company per procuram, two
jointly or each separately together with a member of the Board of
Directors, the President or another person authorised to represent
company.

Article 8 The company's financial year is the calendar year.Article 9 The company shall have one auditor who shall be a firm of
independent public accountants authorised by the Central Chamber of
Commerce. The auditor's term of office shall be the financial year of
the company. The duties the auditor shall terminate at the close of
the next Annual General Meeting following its election.

Article 10 The Annual General Meeting shall be held in Espoo or
Helsinki, as decided by the Board of Directors.
The Annual General Meeting is to be held each year by the end of May
on a day decided by the Board of Directors and matters to be dealt
with at the meeting shall be:

1) the financial statements, the report by the Board of Directors and
the consolidated financial statements,
2) the Auditors' Report,

resolutions on:
3) approval of the income statement and balance sheet as well as the
consolidated income statement and consolidated balance sheet,
4) the use of profits shown in the balance sheet,
5) release from liability for the members of the Board of Directors
and the President,
6) the number of members of the Board of Directors
7) the remuneration to be paid to the members of the Board of
Directors and the auditors,

election of:
8) the members of the Board of Directors, whereby according to the
resolution passed by the General Meeting, the person or persons
receiving the most votes shall be elected,
9) Chairman of the Board from amongst the members of the Board of
Directors,
10) the auditor and the deputy auditor, as well as

consideration of:
11) other matters stated in the notice of meeting.

Article 11 To be able to participate in a General Meeting, a
shareholder must notify the company of his/her intention to
participate in the General Meeting no later than on the last day for
registration mentioned in the Notice of Meeting which can be, at the
earliest, ten days before the General Meeting. Since the shares of
the company have become part of the Book Entry System of Securities,
the statements of the Companies Act concerning the right to
participate in such a company's General Meeting must also be taken
into consideration.

At the General Meetings, each Series A share carries twenty votes and
each Series B share one vote.
A shareholder may not cast more than 1/20 of the total number of
votes of the different-class shares represented at the General
Meeting. Amending of this Article 11, Section 3, calls for a
resolution that is supported by at least 4/5 of the votes cast at the
Meeting and shares represented at it.

Article 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 on the
twenty-first day before the General Meeting.

Article 13 Disputes between the company, on the one hand and the
Board of Directors, a member of the Board of Directors, the managing
director, an auditor or a shareholder, on the other hand, shall be
settled through arbitration in accordance with the Arbitration Act
(967/92).

                            *************


2. Proposal of the Board of Directors to the Annual General Meeting
on issue of stock options

The Board of Directors proposes that stock options be issued by the
Annual General Meeting of Shareholders to the key personnel of the
Oriola-KD Group on the terms and conditions attached hereto.
The Company has a weighty financial reason for the issue of stock
options, since the stock options are intended to form part of the
incentive and commitment program for the key personnel. The purpose
of the stock options is to encourage the key personnel to work on a
long-term basis to increase shareholder value. The purpose of the
stock options is also to commit the key personnel to the Company.
The maximum total number of stock options issued will be 4,500,000
and they will be issued gratuitously. The stock options entitle their
owners to subscribe for a maximum total of 4,500,000 new B-shares in
the Company or existing B-shares held by the Company.  The stock
options now issued can be exchanged for shares constituting a maximum
total of 3.1% of all of the Company's shares and a maximum total of
0.4% of all of the votes of the shares, after the potential share
subscription, if new shares are issued in the share subscription.
The prerequisite for the distribution of stock options 2009B and
stock options 2009C to the key personnel is that the earnings
criteria, established by the Board of Directors in advance will be
attained.
The share subscription price for stock options will be based on the
prevailing market price of the Oriola-KD Corporation B-share on the
NASDAQ OMX Helsinki Oy in March-April 2009, in March-April 2010 and
in March-April 2011. The share subscription price will be credited to
the reserve for invested unrestricted equity.
The share subscription period for stock options 2009A, will be 15
November 2011-30 November 2013, for stock options 2009B, 15 November
2012-30 November 2014 and for stock options 2009C, 15 November
2013-30 November 2015.
Upon distribution of stock options 2009, the Board of Directors will
establish the following acquisition and ownership obligations for the
members of the Group Management Team. The purpose of these
obligations is to obligate the members of the Group Management Team
to acquire shares when the share price exceeds the established level,
and to increase their shareholding in the Company.
Should the average price of a B-share on the day of share
subscription exceed the share subscription price by more than EUR
4.00, a member of the Group Management Team must invest 40% of the
gross gain exceeding EUR 4.00 per a stock option received from the
stock options, for acquisition of the Company's shares. The acquired
shares may not be assigned within two years from the registration of
shares on the book-entry account of a member of the Group Management
Team.
A permanent share ownership program, where the members of the Group
Management Team are obliged to acquire the Company's shares with 20%
of the gross gain received from the stock options, will be
incorporated to the stock options 2009. The obligation to acquire the
Company's shares will be valid as long as the total value of the
Company's shares held by a member of the Group Management Team
corresponds to the value of his or her six months' basic salary
preceding the share subscription day. The manner of execution of the
share ownership program will be decided by the Board of Directors in
connection with the decision to distribute stock options.

                           ***************

3. Oriola KD Corporation Stock Options 2009

ORIOLA-KD CORPORATION STOCK OPTIONS 2009
The Board of Directors of Oriola-KD Corporation (the Board of
Directors) has at its meeting on 19 March 2009 resolved to propose to
the Annual General Meeting of Shareholders of Oriola-KD Corporation
to be held on 16 April 2009 that stock options be issued to the key
personnel of Oriola-KD Corporation (the Company) and its subsidiaries
(jointly, the Group), on the following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The maximum total number of stock options issued is 4,500,000, and
they entitle their owners to subscribe for a maximum total of
4,500,000 new B-shares in the Company or existing B-shares held by
the Company (the share). The Board of Directors shall resolve whether
new shares in the Company or existing shares held by the Company are
given to the subscribers.
2. Stock Options
Of the stock options, 1,000,000 are marked with the symbol 2009A,
1,500,000 are marked with the symbol 2009B and 2,000,000 are marked
with the symbol 2009C (stock option series).
The Board of Directors shall be entitled to decide to convert the
stock option series of those stock options that have not been
distributed to the key personnel or that have been returned to the
Company, into other stock option series.
The people, to whom stock options are issued, shall be notified in
writing by the Board of Directors about the offer of stock options.
The stock options shall be delivered to the recipient when he or she
has accepted the offer of the Board of Directors.
3. Right to Stock Options
The stock options shall be issued gratuitously to the Group key
personnel. The Company has a weighty financial reason for the issue
of stock options, since the stock options are intended to form part
of the incentive and commitment program for the Group key
personnel.
4. Distribution of Stock Options
The Board of Directors shall decide upon the distribution of the
stock options to the key personnel employed by or to be recruited by
the Group. The Board of Directors shall also decide upon the
potential further distribution or annulment of the stock options
returned later to the Company.
The prerequisite for the distribution of stock options 2009B and
stock options 2009C to the key personnel is that the earnings
criteria, established by the Board of Directors no later than 9
months before the stock options are distributed, shall be attained.
The stock options shall not constitute a part of employment or
service contract of a stock option recipient, and they shall not be
regarded as salary or fringe benefit. Stock option recipients shall
have no right to receive compensation on any grounds, on the basis of
stock options, during employment or service or thereafter. Stock
option recipients shall be liable for all taxes and tax-related
consequences arising from receiving or exercising stock options.
5. Assignment and Forfeiture of Stock Options
The Company shall hold the stock options on behalf of the stock
option owner until the beginning of the share subscription period.
Such stock options, for which the share subscription period has not
begun, may not be assigned or pledged, without the consent of the
Board of Directors. The stock options may freely be assigned and
pledged, after the relevant share subscription period has begun. The
Board of Directors may, however, permit the assignment or pledge of
stock options also before such date. Should the stock option owner
assign or pledge his or her stock options, such person shall be
obliged to inform the Company about the assignment or pledge in
writing, without delay. This announcement must then include
information on the assignee or pledgee of the stock options.
Should a stock option owner cease to be employed by or in the service
of a company belonging to the Group, for any reason other than the
death or the statutory retirement of a stock option owner, or the
retirement of a stock option owner in compliance with the employment
or service contract, or the retirement of a stock option owner
otherwise determined by the Company, such person shall gratuitously,
without delay, forfeit to the Company or its assignee, such stock
options for which the share subscription period specified in Section
II.2 has not begun, on the last day of such person's employment or
service. Should the rights and obligations arising from the stock
option owner's employment or service be transferred to a new owner or
holder, upon the employer's transfer of business, the proceedings
shall be similar. The Board of Directors may, however, in these
cases, freely decide that the stock option owner is entitled to keep
such stock options, or a part of them.
The Board of Directors may decide on incorporating the stock options
2009 into the book-entry securities system. Should the stock options
having been incorporated into the book-entry securities system, the
Company shall have the right to request and get transferred all
forfeited stock options from the stock option owner's book-entry
account on the book-entry account appointed by the Company, without
the consent of the stock option owner. In addition, the Company shall
be entitled to register restrictions on the assignability and other
respective restrictions concerning the stock options on the stock
option owner's book-entry account, without the consent of the stock
option owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for Shares
Each stock option entitles its owner to subscribe for one (1) new
share in the Company or an existing share held by the Company. The
share subscription price shall be credited to the reserve for
invested unrestricted equity.
2. Share Subscription and Payment
The share subscription period shall be
-          for stock option 2009A 15 November 2011-30 November 2013
-          for stock option 2009B 15 November 2012-30 November 2014
-          for stock option 2009C 15 November 2014-30 November 2015.
Should the last day of the share subscription period not be a banking
day, the share subscription may be made on a banking day following
the last share subscription day.
Share subscriptions shall take place at the head office of the
Company or possibly at another location and in the manner informed
later. Upon subscription, payment for the shares subscribed for,
shall be made to the bank account designated by the Company. The
Board of Directors shall decide on all measures concerning the share
subscription. The Board of Directors may, for a weighty reason, also
discontinue the share subscription period for a limited period
informed by the Board of Directors in advance.
3. Share Subscription Price
The share subscription price shall be:
-          for stock option 2009A, the trade volume weighted average
quotation of the share on the NASDAQ OMX Helsinki Oy during 1
March-30 April 2009 in continuous trading, rounded to the nearest
cent
-          for stock option 2009B, the trade volume weighted average
quotation of the share on the NASDAQ OMX Helsinki Oy during 1
March-30 April 2010 in continuous trading, rounded to the nearest
cent,
-           for stock option 2009C, the trade volume weighted average
quotation of the share on the NASDAQ OMX Helsinki Oy during 1
March-30 April 2011 in continuous trading, rounded to the nearest
cent.
Should the dividend ex date fall on the period for determination of
the share subscription price, such dividend shall be added to the
trading prices of the share trading made as from the dividend ex
date, when calculating the trade volume weighted average quotation of
the share. Should the Company distribute assets from reserves of
unrestricted equity, or distribute share capital to the shareholders,
the proceedings shall be similar.
The share subscription price of the stock options may be decreased in
certain cases mentioned in Section 7 below. The share subscription
price shall, nevertheless, always amount to at least EUR 0.01.
4. Registration of Shares
Shares subscribed for and fully paid shall be registered on the
book-entry account of the subscriber.
5. Shareholder Rights
The dividend rights of the new shares and other shareholder rights
shall commence after the shares having been entered in the Trade
Register.
Should existing shares, held by the Company, be given to the
subscriber of shares, the subscriber shall be given the right to
dividend and other shareholder rights after the shares having been
subscribed and paid and registered on the book-entry account of the
subscriber and on the Company's list of shareholders.
6. Share Issues, Stock Options and Other Special Rights entitling to
Shares before Share Subscription
Should the Company, before the share subscription, decide on an issue
of shares or an issue of new stock options or other special rights
entitling to shares, a stock option owner shall have the same right
as, or an equal right to, that of a shareholder of a B-share.
Equality is reached in the manner determined by the Board of
Directors by adjusting the number of shares available for
subscription, the share subscription prices or both of these.
7. Rights in Certain Cases
Should the Company distribute dividends or assets from reserves of
unrestricted equity, from the share subscription price of the stock
options, shall be deducted the amount of the dividend or the amount
of the distributable unrestricted equity decided after the beginning
of the period for determination of the share subscription price but
before share subscription, as per the dividend record date or the
record date of the repayment of equity.
Should the Company reduce its share capital by distributing share
capital to the shareholders, from the share subscription price of the
stock options, shall be deducted the amount of the distributable
share capital decided after the beginning of the period for
determination of the share subscription price but before share
subscription, as per the record date of the repayment of share
capital.
Should the Company be placed in liquidation before the share
subscription, the stock option owner shall be given a possibility to
exercise his or her share subscription right, within a period of time
determined by the Board of Directors. Should the Company be deleted
from the register, otherwise than resulting from a merger or a
demerger, before the share subscription, the stock option owner shall
have the same right as, or an equal right to, that of a shareholder
of a B-share.
Should the Company resolve to merge with another company as a merging
company or merge with a new company to be formed in a combination
merger, or should the Company resolve to be demerged entirely, the
stock option owners shall, prior to the registration of the execution
of a merger or a demerger, be given the right to subscribe for shares
with their stock options, within a period of time determined by the
Board of Directors. Alternatively, the Board of Directors may give a
stock option owner the right to convert the stock options into stock
options issued by the other company, in the manner determined in the
draft terms of merger or demerger, or in the manner otherwise
determined by the Board of Directors, or the right to sell stock
options prior to the registration of the execution of a merger or a
demerger. After such period, no share subscription right or
conversion right shall exist. The same proceeding shall apply to
cross-border mergers or demergers, or should the Company, after
having registered itself as an European Company (Societas Europae),
or otherwise, register a transfer of its domicile from Finland into
another member state of the European Economic Area. The Board of
Directors shall decide on the impact of potential partial demerger on
the stock options. In the above situations, the stock option owners
shall have no right to require that the Company redeem the stock
options from them at their market value.
Acquisition or redemption of the Company's own shares or acquisition
of stock options or other special rights entitling to shares shall
have no impact on the position of the stock option owner. Should the
Company, however, resolve to acquire or redeem its own shares from
all shareholders, the stock option owners shall be made an equivalent
offer.
Should a redemption right and obligation to all of the Company's
shares, as referred to in Chapter 18 Section 1 of the Finnish
Companies Act, arise to any of the shareholders, before the end of
the share subscription period, on the basis that a shareholder
possesses over 90% of the shares and the votes of the shares of the
Company, the stock option owners shall be given a possibility to use
their right of share subscription by virtue of the stock options,
within a period of time determined by the Board of Directors, or the
stock option owners shall have an equal obligation to that of
shareholders to assign their stock options to the redeemer,
irrespective of the restriction on the assignability defined in
Section I.5 above.
III OTHER MATTERS
These terms and conditions shall be governed by the laws of Finland.
Disputes arising in relation to the stock options shall be finally
settled by arbitration in accordance with the Arbitration Rules of
the Central Chamber of Commerce by one single arbitrator.
The Board of Directors may decide on the technical amendments
resulting from incorporation of stock options into the book-entry
securities system, to these terms and conditions, as well as on other
amendments and specifications to these terms and conditions which are
not considered as essential. Other matters related to the stock
options shall be decided on by the Board of Directors, and it may
also give stipulations binding on the stock option owners.
Should the stock option owner act against these terms and conditions,
or against the instructions given by the Company on the basis of
these terms and conditions, or against applicable law, or against the
regulations of the authorities, the Company shall be entitled to
gratuitously withdraw the stock options of the stock option owner,
which have not been assigned, or with which shares have not been
subscribed for, from the stock option owner, without the consent of
the stock option owner.
The Company may maintain a register of the stock option owners to
which the stock option owners' personal data is recorded. The Company
may send all announcements regarding the stock options to the stock
option owners by e-mail.
These terms and conditions have been prepared in Finnish and in
English. In the case of any discrepancy between the Finnish and
English versions, the Finnish shall prevail.