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