Notice to Oriola-KD Corporation's Annual General Meeting 2016

Oriola-KD Corporation stock exchange release 17 February 2016 at 2.00 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 14 March
2016. The below notice to the meeting will be published in Finnish in the
newspaper Helsingin Sanomat on Friday, 19 February 2016.


Notice to Oriola-KD Corporation's Annual General Meeting 2016

Notice is given to the shareholders of Oriola-KD Corporation to the Annual
General Meeting to be held on Monday 14 March 2016 from 2.00 p.m. at the
Helsinki Exhibition and Convention Centre (address: Helsinki Exhibition and
Convention Centre, Congress Wing Entrance, Rautatieläisenkatu 3, 00520 Helsinki,
Finland). Reception of participants who have registered for the meeting and
distribution of voting tickets will commence at 12.30 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 2015

-    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 0.13 per share is paid on
the basis of the balance sheet to be adopted in respect of the financial year
ending on 31 December 2015. According to the proposal, the dividend would be
paid to shareholders registered in the company's shareholders' register held by
Euroclear Finland Ltd on the dividend record date 16 March 2016. The Board of
Directors proposes that the dividend is paid on 5 April 2016.

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 Helsinki Stock Exchange. The shares would be acquired within two
weeks from the release of the Interim Report 1 January-31 March 2016 of the
company. The Chairman of the Board of Directors would receive an attendance fee
of EUR 1000 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 Anja Korhonen, Kuisma
Niemelä, Eva Nilsson Bågenholm, Matti Rihko, Staffan Simberg and Anssi Vanjoki
would be re-elected to the Board of Directors, and that Mariette Kristenson and
Lena Ridström would be elected as new members of the Board of Directors. Anssi
Vanjoki would be re-elected as Chairman of the Board of Directors.

The Nomination Committee of the company has assessed all candidates to the Board
of Directors to be independent of the company and its major shareholders.

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 Authorised Public
Accountants PricewaterhouseCoopers Oy, who has put forward authorised public
accountant Ylva Eriksson 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 A shares and 12,500,000 Class
B shares representing approximately 10.00 per cent of all shares in the company.
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
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 9.92 per cent of
all shares in the company.

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 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 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.

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
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 30 March 2015 in respect of the repurchase of the
company's own class B shares.

18.   Amendment of the Articles of Association

The Board of Directors proposes that the Articles of Association of the company
are amended as follows:
-    The age limit of Board member elects be removed from § 5.
-    A possibility to deliver the notice to the Annual General Meeting by
publishing the notice on the company's website be added to § 12.

 After the amendment, Article 5 of the Articles of Association would read as
follows:
"The Board of Directors comprises at least five (5) and at the most eight (8)
members. The term of office of the members of the Board of Directors ends at the
end of the Annual General Meeting following the election. The Annual General
Meeting elects the Chairman of the Board of
Directors and the Board of Directors elects the Vice Chairman of the Board of
Directors, both for the same term as the other members."

After the amendment, Article 12 of the Articles of Association would read as
follows:
"The notice convening the Annual General Meeting shall be published on the
company's website or in one daily newspaper of the capital region no earlier
than two months and no later than twenty-one days before the Annual General
Meeting. The notice shall be delivered, however, at least nine days before the
record date of the Annual General Meeting."

19.    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
22 February 2016. 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 19 February 2016. The minutes
of the Annual General Meeting will be published on the company's website on 28
March 2016 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, 2 March 2016, 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, 9 March 2016 at 4.00 p.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 17 February 2016:

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, 2 March 2016, 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, 9 March 2016 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 55,484,648 class A shares registered in the Trade Register, whose total
number of votes is 1,109,692,960, and in total 126,001,565 class B shares, whose
total number of votes is 126,001,565, making a combined total of 181,486,213
shares and 1,235,694,525 votes.



Espoo, 17 February 2016

Oriola-KD Corporation

Board of Directors


Eero Hautaniemi
President and CEO


Petter Sandström
General Counsel


Distribution:
Nasdaq Helsinki Ltd
Key media

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


[HUG#1986799]