Oriola-KD Oyj - Notice to general meeting

Notice to the Annual General Meeting of Oriola-KD Corporation 2011

Oriola-KD Corporation stock exchange release 7 March 2011 at 3.15 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 6 April
2011. The below notice to the meeting will be published in Finnish in the
newspaper Helsingin Sanomat on Sunday, 13 March 2011.

Notice is given to the shareholders of Oriola-KD Corporation to the Annual
General Meeting to be held on Wednesday 6 April 2011 from 5 p.m. at Helsinki
Fair Centre (address: Helsinki Fair Centre, Congress Wing Entrance,
Rautatieläisenkatu 3, 00520 Helsinki). The reception of persons 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

       At the general meeting, the following matters will be considered:

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  report of  the Board of
Directors,  the consolidated financial  statements and the  auditor's report for
the year 2010

       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
be paid on the basis of the balance sheet to be adopted in respect of the
financial year ending on 31 December 2010. The dividend will be paid to
shareholders registered in the shareholders' register held by Euroclear Finland
Ltd on the dividend record date 11 April 2011. The Board of Directors proposes
that the dividend be paid on 19 April 2011.

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

        The Board of Directors  proposes to the Annual  General Meeting that EUR
0.13 per  share be distributed from the  reserve of invested 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 2010. The repayment of
equity  will be  paid to  shareholders registered  in the shareholders' register
held  by Euroclear Finland  Ltd on the  record date 11 April  2011. The Board of
Directors proposes that the payment date is 19 April 2011.

10.     Authorisation for the Board of Directors to decide on the distribution
of additional dividend or the 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 on the distribution of additional dividend from the
retained earnings and/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 0.10 per share
in total. The distribution of additional dividend and/or return of equity can be
made in one or more instalments. The Board of Directors can also decide not to
use this authorisation. The Board of Directors 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.


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

12.   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 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
from the NASDAQ OMX Helsinki Stock Exchange on 20 April 2011. 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 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.   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.

14.   Election of the 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,
for the following term of office, Mr. Harry Brade, Mr. Per Båtelson, Mr. Pauli
Kulvik, Ms. Outi Raitasuo, Mr. Olli Riikkala and Mr. Mika Vidgrén would be re-
elected to the Board of Directors, and that Mr. Jukka Alho and Mr. Ilkka Salonen
would be elected as new members of the Board of Directors. Mr. Olli Riikkala
would be re-elected as Chairman of the Board of Directors.

The biographical details of the proposed members of the Board of Directors are
presented on the internet site of the company atwww.oriola-kd.com.

15.   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.

16.   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 Mr.
Heikki Lassila as principal auditor, would be elected as the auditor of the
Company.

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 amount of the shares to be 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.

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

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 market price of class B shares on 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 acquisition of shares reduces the company's
distributable unrestricted equity.

Purpose of the repurchase of own shares:

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 then 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 7 April 2010 in respect of the repurchase of the
company's own class B shares.

18.    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  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  covers a combined maximum of fifteen
million  (15,000,000)  class  B  shares  of  the company, representing currently
approximately 9.92 per cent of all shares in the company.

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,
to  develop the 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 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 the authorisation
given to the Board of Directors by the Annual General Meeting held on 7.4.2010,
pursuant  to which the Board of Directors  may decide upon directed share issues
against  or without payment concerning no  more than 1,200,000 class B shares in
order  to execute the  share-based incentive plan  for the Oriola-KD Group's key
personnel for the years 2010-2012.

19.   Closing of the meeting


B.     Documents of the general meeting

        The proposals for decisions  on the matters on  the agenda of the Annual
General  Meeting 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  7 March  2011. The proposals for
decisions  and the  other above-mentioned  documents are  also available  at the
general  meeting. Copies of these  documents and of this  notice will be sent to
shareholders  upon request. A printed annual report is sent to shareholders only
upon request.

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  25 March  2011, 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 is  registered in  the shareholders' register of the
company  and  who  wants  to  participate  in  the Annual General Meeting, shall
register  for the  meeting no  later than  on 31 March 2011 at 4.00 p.m. Finnish
time  by giving prior  notice of participation,  which shall be  received by the
company  no later than on the above-mentioned  date and time. Such notice can be
given starting on 7 March 2011:

         a)   on  the  company's  website  www.oriola-kd.com  by  following  the
instructions given on the website;
        b) by telephone +358 9 6817 0102 (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 data given  to Oriola-KD Corporation is used
only  in connection with the general meeting  and with the processing of related
registrations.

        A shareholder, his/her authorised representative or proxy representative
shall,  where  necessary,  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  25 March 2011, 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 1 April 2011 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 registration in the temporary 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,  into the temporary 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 47,163,160 class A shares registered in the Trade Register, whose total
number  of votes is 943,263,200, and in  total 104,094,668 class B shares, whose
total  number of votes  is 104,094,668, making a  combined total of 151,257,828
shares and 1,047,357,868 votes



Espoo, 7 March 2011

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
www.oriola-kd.com

[HUG#1495027]