Resolutions of the Annual General Meeting of Oriola-KD Corporation and the decisions of the constitutive meeting of the Board of Directors

Oriola-KD Corporation's Stock Exchange Release 20 March 2013 at 8.30 p.m.

A. Oriola-KD Corporation's Annual General Meeting held on 20 March 2013 passed
the following resolutions:

1. Adoption of the financial statements and discharge from liability

The AGM adopted the financial statements and discharged the members of the Board
of Directors and the President and CEO from liability for the financial year
ending 31 December 2012.

2. Payment of dividend

The AGM resolved that a dividend of EUR 0.05 per share shall be paid on the
basis of the balance sheet adopted for the financial year ending 31 December
2012. The dividend is paid to shareholders registered in the company's
shareholders register held by Euroclear Finland Ltd on the dividend record date
25 March 2013. The payment date of the dividend is 12 April 2013.

3. Return of equity

In accordance with the proposal of the Board of Directors, the AGM resolved that
EUR 0.04 per share shall be distributed from the other reserves of the
unrestricted equity as repayment of equity on the basis of the balance sheet
adopted in respect of the financial year ending on 31 December 2012. The
repayment of equity is paid to shareholders registered in the company's
shareholders' register held by Euroclear Finland Ltd on the record date 25 March
2013. The payment date is 12 April 2013.

4. The composition and fees of the members of the Board of Directors

The AGM confirmed that the Board of Directors is composed of six members.
Current members of the Board of Directors, Mr Jukka Alho, Mr Harry Brade, Mr Per
Båtelson, Ms Outi Raitasuo and Mr Mika Vidgrén were re-elected to the Board of
Directors. Mr Karsten Slotte was elected new member of the Board of Directors.
 Mr Jukka Alho was elected Chairman of the Board of Directors.

The AGM confirmed that the fee for the term of office of the Chairman of the
Board of Directors is EUR 48,400, the fee for the term of office of the Vice
Chairman of the Board of Directors and for the Chairman of the Board's Audit
Committee is EUR 30,250 and the fee for the term of office of other members of
the Board of Directors is EUR 24,200. Of the annual fee, 60 per cent shall be
paid in cash and 40 per cent shall be used to acquire Oriola-KD Corporation's
class B shares for the Board members on the NASDAQ OMX Helsinki Stock Exchange
within two weeks from the release of the Interim Report 1 January - 31 March
2013 of the company. The Chairman of the Board of Directors receives an
attendance fee of EUR 800 per meeting and the other members EUR 400 per meeting.
Attendance fees are correspondingly also paid to the members of Board and
company committees. Travel expenses are compensated in accordance with the
travel policy of the company.

5. Election of auditor and resolution on the auditor's fees

PricewaterhouseCoopers Oy, who has put forward authorised public accountant Mr
Heikki Lassila as principal auditor, was re-elected as the auditor of the
company. The auditor's fees shall be paid according to invoice approved by the
company.

6. Authorisation for the Board of Directors to decide on the repurchase of the
company's own class B shares

In accordance with the proposal of the Board of Directors, the AGM authorized
the Board of Directors to decide on repurchasing of the company's own class B
shares. The authorisation entitles the Board of Directors 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.

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 quoted on regulated market organized by
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.
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.

According to the authorisation, the Board of Directors decides on all other
matters related to the repurchase of class B shares. The authorisation to
repurchase own shares is in force for a period of not more than eighteen (18)
months from the decision of the AGM. This authorisation revokes the
authorisation given to the Board of Directors by the AGM on 26 March 2012 in
respect of repurchase of the company's own class B shares.

7. Authorisation for the Board of Directors to decide on the issuance of class
B shares against payment

In accordance with the proposal of the Board of Directors, the AGM authorized
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. The authorisation covers a
combined maximum of thirty million (30,000,000) class B shares of the company,
representing currently approximately 19.83 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 or
to develop the capital structure. Pursuant to the authorisation, class B shares
held by the Company as treasury shares may also be sold on regulated market
organised by NASDAQ OMX Helsinki Ltd. 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 in effect for a period of eighteen (18) months from the
decision of the AGM. The authorisation revokes all previous share issue
authorisations given to the Board of Directors to the extent that they have not
been exercised.

8. Authorization for the Board of Directors to decide on the issuance of class B
shares without payment to the Company and on a directed share issue of class B
shares in order to execute the new share-based incentive plan for Oriola-KD
Group's executives and the share savings plan for Oriola-KD Group's key
personnel

In addition to the authorizations presented above, the Board of Directors was
granted the following authorizations in order to execute the new share-based
incentive plan for the Oriola-KD Group's key personnel:

(i) The Board of Directors was authorized to decide on a share issue without
payment to the Company in one or more instalments. The maximum number of new
class B shares to be issued under this authorization is 1,715,000, which
represents of 1.13 % of all shares in the Company.

The Board of Directors decides upon all other matters related to the issuing of
class B shares.

The purpose of the authorization is to enable the creation of own shares to be
used in the new share-based the new share-based incentive plan for Oriola-KD
Group's executives and the share savings plan for Oriola-KD Group's key
personnel, as follows.

(ii) In deviation from the shareholders' pre-emptive right, the Board of
Directors was authorized to issue the Company's class B shares in one or more
instalments. The class B shares to be issued can be either new shares or own
class B treasury shares. The total amount of the authorization is 1,715,000
class B shares. The share issue may be without payment. The shares concerned
represent approximately 1.13 % of all shares in the Company. The Board of
Directors may exercise this authorization in the new share-based incentive plan
for Oriola-KD Group's executives and in the planned share savings plan for
Oriola-KD Group's key personnel.

The Board of Directors decides upon all other matters related to share issues
and incentive plan for the key personnel.

Deciding upon a directed share issue without payment requires that there is a
particularly weighty financial reason for the deviation in respect of the
Company and taking into account the interest of all of its shareholders.

The authorization revokes all other share issue authorisations granted to the
Board of Directors with the exception of those decided earlier during this
Annual General Meeting.

The authorizations in accordance with this section shall be valid no longer than
for five (5) years from the resolution of the Annual General Meeting.


B. Decisions of the constitutive meeting of the Board of Directors

1. In its constitutive meeting convening after the AGM, the Board of Directors
of Oriola-KD Corporation elected Ms Outi Raitasuo as Vice Chairman of the Board
of Directors.

The Board appointed from among its members the following members to the Board's
Audit Committee and Remuneration Committee:

Audit Committee:
Ms Outi Raitasuo, Chairman
Mr Harry Brade
Mr Karsten Slotte
Mr Mika Vidgrén

Remuneration Committee:
Mr Jukka Alho, Chairman
Mr Per Båtelson
Mr Harry Brade

The members to the company's Nomination Committee are elected later in
accordance with the charter of the Nomination Committee.

The Board of Directors has assessed the independence of the members of the Board
of Directors, and determined that all members of the Board of Directors are
independent of the company and its significant shareholders.


Oriola-KD Corporation

Eero Hautaniemi
President and CEO

Petter Sandström
General Counsel

For further information, please contact:
Eero Hautaniemi
President and CEO
Tel: +358 10 429 2109
E-mail: eero.hautaniemi@oriola-kd.com


Distribution:
NASDAQ OMX Helsinki Ltd.
Key media

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



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