Oriola-KD Oyj - Notice to general meeting

Oriola-KD Corporation's Board of Directors has decided to change its proposal to the Annual General Meeting on the issue of stock options

Oriola-KD Corporation Stock Exchange Release 26 March 2009 at 4.00
p.m.

The Board of Directors of Oriola-KD Corporation has on 26 March 2009
decided to make changes to the proposal to the Annual General Meeting
on the issue of stock options to key personnel of the Oriola-KD
Group.

The changes will define the timing of the distribution of the stock
options and the share subscription period. Stock options 2009A shall
be distributed on 29 May 2009, stock options 2009B on 31 May 2010 and
stock options 2009C on 31 May 2011. The share subscription period
shall be:

-         for stock option 2009A, 15 August 2012 - 30 August 2014
-         for stock option 2009B, 15 August 2013 - 30 August 2015
-         for stock option 2009C, 15 August 2014 - 30 August 2016.

As a result of these changes the vesting period of each stock option
series will exceed three years.

The changed proposal of the Board of Directors to the Annual General
Meeting on the issue of stock options and the stock option terms and
conditions are attached to this stock exchange release.

Espoo, 26 March 2009

Oriola-KD Corporation

Board of Directors


Eero Hautaniemi
President and CEO

Thomas Heinonen
General Counsel

Further information:
Kimmo Virtanen
Executive Vice President and CFO
tel. +358 (0)10 429 2069
e-mail: kimmo.virtanen@oriola-kd.com

Pellervo Hämäläinen
Vice President, Communications and IR
tel. +358 (0)10 429 2497
e-mail: pellervo.hamalainen@oriola-kd.com

Distribution:
NASDAQ OMX Helsinki
Key media
Released by:
Oriola-KD Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola-kd.com

ATTACHMENTS:

1. Proposal of the Board of Directors on issue of stock options
2. Oriola-KD Corporation Stock Options 2009



1. 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
August 2012 - 30 August 2014, for stock options 2009B 15 August 2013
- 30 August 2015 and for stock options 2009C 15 August 2014 - 30
August 2016.

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.



*********

2. 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. Stock options 2009A shall be distributed on 29 May 2009,
stock options 2009B on 31 May 2010, and stock options 2009C on 31 May
2011.

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 Board of Directors shall also decide upon the potential further
distribution or annulment of the stock options returned later to the
Company.

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 August 2012 - 30
August 2014
-                    for stock option 2009B 15 August 2013 - 30
August 2015 and
-                    for stock option 2009C 15 August 2014 - 30
August 2016.
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.