ORIOLA-KD CORPORATION BOARD OF DIRECTORS HAS DECIDED ON A EUR 75.6 MILLION RIGHTS OFFERING

Oriola-KD Corporation Stock Exchange Release 10 February 2015 at 2 p.m.

Not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong special administrative region of the People's Republic of China, Japan, New Zealand, South Africa, Singapore or the United States or any other jurisdiction in which the distribution or release would be unlawful.

ORIOLA-KD CORPORATION BOARD OF DIRECTORS HAS DECIDED ON A EUR 75.6 MILLION RIGHTS OFFERING

The rights offering in brief:

• Rights offering of EUR 75.6 million to strengthen Oriola-KD Corporation's balance sheet and improve its equity ratio
• One (1) new A share for five (5) existing A shares held on the record date of 12 February 2015, and one (1) new B share for five (5) existing B shares held on the record date of 12 February 2015
• Subscription price of EUR 2.50 per each new A share and per each new B share
• Oriola-KD Corporation shares will trade ex-rights from 11 February 2015
• Subscription period begins on 17 February 2015 and ends on 3 March 2015
• Trading in subscription rights begins on 17 February 2015 and ends on 25 February 2015

Overview of the Rights Offering

The Board of Directors of Oriola-KD Corporation ("Oriola-KD" or the "Company") has, based on the authorization granted by the Annual General Meeting of shareholders on 24 March 2014, resolved on the rights offering of EUR 75.6 million (the "Offering"). The purpose of the Offering is to strengthen the Company's balance sheet and improve its equity ratio in order to prepare for the rearrangement of the Company's financing.

Oriola-KD is offering for subscription to its shareholders a total of no more than 9,429,742 new A shares (the "New A Shares") and no more than 20,798,643 new B shares (the "New B Shares", and jointly with the New A Shares the "Offer Shares"). Oriola-KD grants to each of its shareholders who are registered in the Company's shareholders' register maintained by Euroclear Finland Ltd one (1) freely transferable A subscription right (the "A Subscription Right") in the form of a book-entry for each one (1) A share owned on the record date 12 February 2015 (the "Record Date") of the Offering and one (1) freely transferable B subscription right (the "B Subscription Right", and jointly with the A Subscription Right the "Subscription Rights") in the form of a book-entry for each one (1) B share owned on the record date of the Offering. Every five (5) A Subscription Rights will entitle their holder to subscribe for one (1) new A share, and every five (5) B Subscription Rights will entitle their holder to subscribe for one (1) new B share (the "Primary Subscription"). The subscription price of the New A Shares and the New B Shares is EUR 2.50 per share (the "Subscription Price"). The Subscription Price includes a discount of approximately 30 per cent compared to the closing price of the Company's A share of EUR 3.55, and a discount of approximately 29 per cent compared to the closing price of Company's B share of EUR 3.53, on Nasdaq OMX Helsinki Ltd (the "Helsinki Stock Exchange") on the trading day immediately preceding the decision on the Offering, 9 February 2015.

Shares will trade ex-rights from 11 February 2015. Trading in Subscription Rights will commence on 17 February 2015 at 9:30 a.m. Finnish time and end on 25 February 2015 at 6:30 p.m. Finnish time. The subscription period commences on 17 February 2015 at 9:30 a.m. Finnish time and ends on 3 March 2015 at 4:30 p.m. Finnish time. Subscription Rights remaining unexercised at the end of the subscription period will expire without any compensation.

If the Offer Shares are subscribed for in full, they represent approximately 19.98 per cent of all shares and related voting rights in the Company prior to the Offering and approximately 16.65 per cent of all shares and related voting rights in the Company after the completion of the Offering. Existing shareholders and other investors who have subscribed for Offer Shares pursuant to the Primary Subscription may subscribe for Offer Shares that have not been subscribed for pursuant to the Primary Subscription (the "Secondary Subscription").  The allocation of Offer Shares in the Secondary Subscription will be primarily determined per book-entry account in proportion to the number of Subscription Rights exercised for subscription of Offer Shares. Shares remaining unsubscribed under the Primary Subscription and the Secondary Subscription may be directed for subscription as resolved by the Board of Directors. The Board of Directors has made a commitment to offer the shares that thusly remain unsubscribed to Triton IV Luxco No. 16 S.à r.l.  

Oriola-KD expects to publish the preliminary results of the Offering in a stock exchange release on or about 4 March 2015 and the final results of the Offering on or about 6 March 2015.

The terms and conditions of the Offering are attached to this stock exchange release.

The Lead Manager of the Offering is Pohjola Bank plc. Hannes Snellman Attorneys Ltd acts as Oriola-KD's legal adviser.

Publication of the prospectus

In relation to the Offering, Oriola-KD has submitted a Finnish language prospectus in accordance with the Finnish Securities Markets Act (746/2012, as amended) for the approval of the Finnish Financial Supervisory Authority, and such approval is expected to be received on 12 February 2015. The Finnish language prospectus is expected to be available on Oriola-KD's website www.oriola-kd.com/anti2015 and at www.op.fi/merkinta on or about 13 February 2015. The printed version is expected to be available on or about 17 February 2015 at the Helsinki Stock Exchange at Fabianinkatu 14, FI-00100 Helsinki, Finland and at Pohjola Bank plc at Vääksyntie 4, FI-00510 Helsinki, Finland.

Background for the Offering

Based on the share issue authorisation granted by the Annual General Meeting of shareholders on 24 March 2014, the Board of Directors of the Company resolved on 10 February 2015 to carry out the Offering based on the pre-emptive subscription right of the shareholders. The purpose of the Offering is to strengthen the Company's balance sheet and improve its the equity ratio in order to prepare for the rearrangement of the Company's financing. The Company intends to use the proceeds from the Offering for general business purposes  and for possible corporate acquisitions in accordance with the Company's strategy.

Subscription Undertakings and Subscription Guarantee

Varma Mutual Pension Insurance Company as well as Harry Brade (who is a member of the Board of Directors of the Company), personally and through entities represented by Brade, (together the "Subscription Undertakers") have each severally irrevocably undertaken to subscribe for Offer Shares in proportion to their respective ownership, i.e. in total 11.9 per cent of the offered Class A shares and 3.1 per cent of the Offered Class B Shares, respectively, and the votes represented by the said shares. The undertaking by Varma Mutual Pension Insurance Company is conditional upon Oriola-KD having received regarding the Offering a binding subscription guarantee concerning all of the Offer Shares that have not been subscribed for based on the Primary Subscription or the Secondary Subscription, as the case may be (except as regards the Offer Shares covered by a subscription commitment).

In addition, Triton IV Luxco No. 16 S.à r.l. (the "Guarantor"), a company controlled by Triton IV Fund, has given Oriola-KD a subscription guarantee to undertake to subscribe for the Offer Shares possibly remaining unsubscribed for after the Primary Subscription and the Secondary Subscription, except as regards the Offer Shares covered by the subscription commitments given by the Subscription Undertakers.

Press conference

Oriola-KD Corporation organizes a press conference regarding the Offering for portfolio managers, analysts, and the media on Friday 13 February 2015 at 9:00 a.m. at Hotel Kämp, Pohjoisesplanadi 29, Helsinki, Finland.

ORIOLA-KD CORPORATION

Tuomas Itkonen
CFO

ADDITIONAL INFORMATION:

Tuomas Itkonen
CFO
Tel: +358 40 596 4004
e-mail: tuomas.itkonen@oriola-kd.com

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
Group Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola-kd.com

DISCLAIMER

The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, New Zealand, South Africa, Singapore or the United States. The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.

These written materials do not constitute an offer for sale of securities in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The Company has not authorised any offer to the public of securities in any member state of the European Economic Area other than Finland. With respect to each member state of the European Economic Area other than Finland which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression "an offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

The information contained herein shall not constitute a public offering of shares in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this document relates will be only available to, and will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this announcement or any of its contents

TERMS AND CONDITIONS OF THE OFFERING

Offering

The Annual General Meeting of Oriola-KD Oyj (the "Company") held on 24 March 2014 authorised the Company's Board of Directors to decide on an offering against consideration in one or more batches. The authorisation covers a total of a maximum of 9,500,000 A shares and 21,000,000 B shares, together corresponding to approximately 20.2 per cent of all of the shares in the Company. The authorisation is in force for a period of 18 months from the resolution of the General Meeting.

Based on the aforementioned authorisation given by the Annual General Meeting, the Company's Board of Directors on 10 February 2015 resolved on  an offering based on the shareholders' pre-emptive subscription right, in which a maximum of 9,429,742 new A shares (the "New A Shares") and a maximum of 20,798,643 new B shares (the "New B Shares", jointly with the New A Shares, the "Offer Shares") will be issued in accordance with the terms and conditions presented herein (the "Offering").

Provided that the Offer Shares are subscribed for in full, the New A Shares issued in the Offering represent approximately 20 per cent of the Company's A shares and votes conferred by them prior to the Offering, and approximately 16.67 per cent of the Company's A shares and votes conferred by them after the Offering. The New B Shares issued in the Offering represent approximately 19.98 per cent of the Company's B shares and votes conferred by them prior to the Offering, and approximately 16.65 per cent of the Company's B shares and votes conferred by them after the Offering. Thus, the Offer Shares altogether represent, at a maximum, approximately 19.98 per cent of all shares in the Company and 19.98 per cent of the votes conferred by all shares in the Company prior to the Offering, and at maximum approximately 16.65 per cent of all shares in the Company and 16.65 per cent of the votes conferred by all shares in the Company after the Offering.

Pohjola Bank plc (the "Lead Manager") acts as the lead manager of the Offering.

Subscription Right

Primary Subscription

The Offer Shares will be offered to the Company's shareholders in proportion to their shareholdings in such a way that the New A Shares are offered to holders of the Company's A shares and, correspondingly, the New B Shares are offered to holders of the Company's B shares.

Shareholders registered in the shareholders' register maintained by Euroclear Finland Ltd ("Euroclear") on the record date of the Offering, 12 February 2015 (the "Record Date"), will receive one (1) subscription right in the form of a book-entry entitling them to subscribe for New A Shares (the "A Subscription Right") for each one (1) A share they own on the Record Date and one (1) subscription right in the form of a book-entry entitling them to subscribe for New B Shares (the "B Subscription Right", jointly with the A Subscription Right, the "Subscription Rights") for each one (1) B share they own on the Record Date (the "Primary Subscription"). In accordance with the normal clearing period for stock market trading, trades made no later than on 10 February 2015 affect the shareholders' register of the Record Date.

Each five (5) A Subscription Rights entitles to subscribe one (1) New A Share, and each five (5) B Subscription Rights entitles to subscribe one (1) New B Share. Fractions of Offer Shares cannot be subscribed for. Own shares owned by the Company do not entitle to Subscription Rights.

Secondary Subscription

In addition, shareholders or other investors that have subscribed for Offer Shares pursuant to the Primary Subscription, have the right to subscribe for such Offer Shares that have not been subscribed for pursuant to the Primary Subscription (the "Secondary Subscription").

Unsubscribed Shares

Shares remaining unsubscribed under the Primary Subscription and the Secondary Subscription may be directed for subscription as resolved by the Board of Directors. The Board of Directors has made a commitment to offer the shares that thusly remain unsubscribed to the Guarantor (as defined below).  

Subscription Undertakings and Subscription Guarantee

Varma Mutual Pension Insurance Company as well as Harry Brade (who is a member of the Board of Directors of the Company), personally and through entities represented by Brade, (together the "Subscription Undertakers") have each severally irrevocably undertaken to subscribe for Offer Shares in proportion to their respective ownership, i.e. in total 11.9 per cent of the offered Class A shares and 3.1 per cent of the Offered Class B Shares and the votes attached thereto, respectively. The undertaking by Varma Mutual Pension Insurance Company is conditional upon Oriola-KD having received regarding the Offering a binding subscription guarantee concerning all of the Offer Shares that have not been subscribed for based on the Primary Subscription or the Secondary Subscription, as the case may be (except as regards the Offer Shares covered by a subscription commitment).

In addition, Triton IV Luxco No. 16 S.à r.l. (the "Guarantor"), a company controlled by Triton IV Fund, has given Oriola-KD a subscription guarantee to undertake to subscribe for the Offer Shares possibly remaining unsubscribed for after the Primary Subscription and the Secondary Subscription, except as regards the Offer Shares covered by the subscription commitments given by the Subscription Undertakers.

Subscription Price

The subscription price for New A Shares and New B Shares is EUR 2.50 per share (the "Subscription Price"). The Subscription Price will be credited in full to the Company's invested unrestricted equity reserve.

The Subscription Price includes a discount of approximately 30 per cent compared to the closing price of the Company's A shares, EUR 3.55, and a discount of approximately 29 per cent compared to the closing price of the Company's B shares, EUR 3.53, on NASDAQ OMX Helsinki (the "Helsinki Stock Exchange") on the trading day preceding the resolution concerning the Offering, i.e. 9 February 2015.

Subscription Period

The subscription period will commence on 17 February 2015 at 9:30 AM Finnish time and end on 3 March 2015 at 4:30 PM Finnish time (the "Subscription Period"). Account operators and custodians may require their customers to make their subscription orders prior to the end of the subscription period or the closing of the trading in Subscription Rights.

The subscription period for the shares that possibly remain unsubscribed for after the Secondary Subscription ends on 6 March 2015 at 8:00 AM.

Exercising the Subscriptions and Payment of the Offer Shares

Holders of Subscription Rights may participate in the Offering by subscribing for the Offer Shares using the Subscription Rights on their book-entry account and by paying the Subscription Price corresponding to the relevant Offer Shares. Shareholders or other investors who have participated in the Primary Subscription can subscribe for the Offer Shares in the Secondary Subscription by giving a subscription order and by paying the Subscription Price corresponding to the relevant Offer Shares.

The subscription order must be given in keeping with the instructions of the Lead Manager or the account operator concerned. The Subscription Price corresponding to the Offer Shares in the Offering must be paid in full at the time of making the subscription in line with the instructions issued by the Lead Manager or the account operator concerned. The subscription for Offer Shares without Subscription Rights must be made at the same time as Offer Shares are subscribed for on the basis of Subscription Rights.

Subscription orders can be given at the following subscription places:

• Offices of the cooperative banks belonging to OP Group and of Helsinki OP Bank Plc during their normal business hours.
• OP + 358 100 0500 Call service. Customers subscribing by phone must have a personal online banking agreement with the OP Group. When subscribing by phone, the shareholder's identity will be verified with online banking codes; and
• Through such account operators which have an agreement for receiving subscriptions with the Lead Manager.

Shareholders or other investors participating in the Offering, whose shares or Subscription Rights are held through a nominee, must give their subscription orders in accordance with the instructions given by their nominee.

Any exercise of the Subscription Rights in the Primary or Secondary Subscription is irrevocable and may not be modified or cancelled other than as set forth under "Right to withdraw subscriptions in certain circumstances" in these terms and conditions.

Subscription Rights remaining unexercised at the end of the Subscription Period on 3 March 2015 at 4:30 PM Finnish time will expire without compensation.

Trading in Subscription Rights

The Subscription Rights are freely transferable, and they will be subject to public trading on the Helsinki Stock Exchange approximately between 17 February 2015 and 25 February 2015. The price of the Subscription Rights on the Helsinki Stock Exchange will be determined on the basis of the prevailing market situation. Subscription Rights may be acquired or sold by giving a purchase or sales order to one's own custodian, account operator or other securities broker.

The ISIN code of the A Subscription Rights is FI4000146790  and their trading code is OKDAVU0115, and the ISIN code of the B Subscription Rights is FI4000146808 , and their trading code is OKDBVU0115.

Approval of Subscriptions and Publication of the Results of the Offering

The Board of Directors of the Company will approve all subscriptions pursuant to the Subscription Rights made in accordance with these terms and conditions of the Offering and applicable laws and regulations.

In the event that not all of the Offer Shares issued in the Offering have been subscribed for on the basis of the Subscription Rights, the Board of Directors of the Company shall resolve on the allocation of the unsubscribed Offer Shares to those shareholders and other investors who have made a Secondary Subscription. If the Offering is oversubscribed as a consequence of subscriptions made by these subscribers, the subscriptions made by a shareholder or other investors will be approved on a share class-specific basis, pro-rata to the Subscription Rights used by these parties in conjunction with the Primary Subscription on a book-entry account-specific basis, to a maximum of the amount of the Secondary Subscription made and, if this cannot be done, by drawing lots. If several subscription orders related to a certain book-entry account are given, these subscription orders will be combined into one subscription order concerning the book-entry account.

The Board of Directors of the Company will resolve on the approval of the subscriptions approximately on 6 March 2015. The Company will publish the final result of the Offering in a stock exchange release approximately on 6 March 2015. If the Company does not allocate all the Offer Shares subscribed in the Secondary Subscription as set out in the investor's subscription order, the Company will refund the Subscription Price corresponding to the Offer Shares that were not obtained to the investor approximately on 9 March 2015. No interest will be paid on the refunded amount.

The Company will confirm the acceptance or rejection of the subscriptions made without Subscription Rights to those investors to whom the Board of Directors of the Company has after the Secondary Subscription offered shares for subscription. The Subscription Price for the aforementioned subscription becomes due and payable immediately upon the aforementioned confirmation, and the related subscription period ends on 6 March 2015 at 8:00 AM.

Right to Withdraw Subscriptions in Certain Circumstances

Pursuant to the Securities Markets Act, if the Prospectus contains an error or omission or new material information appears after the Financial Supervisory Authority has approved the Prospectus, but before trading in the Offer Shares begins, and such error, omission or new information may have material relevance to investors, the subscribers that have undertaken to subscribe for the Offer Shares before a rectification or supplement concerning the matter is published will have a right to withdraw their subscriptions. The subscribers have the right to withdraw their subscriptions within two (2) banking days from the publication of the rectification or the supplement. Furthermore, an additional prerequisite for the withdrawal is that error, omission or material new information is discovered  before trading in the interim shares representing the Offer Shares begins or, in case of the Secondary Subscription, before the Offer Shares are delivered to the subscribers. The withdrawal of a subscription covers the subscriptions made under the subscription being withdrawn in its entirety. The right to withdraw and the related procedural instructions will be published in a stock exchange release simultaneously with the possible supplement to the Prospectus. If holders of Subscription Rights have sold or otherwise transferred their Subscription Rights, such sale or transfer cannot be withdrawn.

Registration of the Offer Shares on Book-entry Accounts and Trading in the Offer Shares

The Offer Shares subscribed in the Offering will be issued in book-entry form in the book-entry securities system maintained by Euroclear. Offer Shares subscribed for on the basis of Subscription Rights will be recorded on the subscriber's book-entry account as interim shares (the ISIN code of the interim A shares is FI4000146816  and their trading code is OKDAVN0115, and the ISIN code of the interim B shares is FI4000146824  and their trading code is OKDBVN0115) after the subscription. Trading in the interim shares on the Helsinki Stock Exchange will begin approximately on 4 March 2015, i.e. on the first trading day following the end of the Subscription Period. The interim shares are freely transferable.

The interim shares corresponding to the Offer Shares will be combined with the Company's current share classes (A share: ISIN code: FI0009014344, trading code OKDAV; B share: ISIN code: FI0009014351, trading code OKDBV), when the Offer Shares have been registered in the Trade Register. The combination will take place approximately on 9 March 2015.

The Offer Shares are freely transferable. Trading in the Offer Shares on the Helsinki Stock Exchange is expected to commence approximately on 10 March 2015.

The Shareholders' Rights in Relation to the Offer Shares

The Offer Shares will entitle in full to any possible dividend distributed by the Company and produce other shareholders' rights in the Company as of the time the Offer Shares are entered into the Trade Register, which is estimated to occur on 9 March 2015.

Charges and expenses

The subscription of Offer Shares is free of transfer tax as well as separate charges and fees. Custodians, account operators and securities brokers that execute orders pertaining to Subscription Rights may charge a commission in accordance with their price lists for the transactions. Custodians and account operators will also charge the fees specified in their price lists for the maintenance of book-entry accounts, account transactions and the custody of shares.

Foreign shareholders

The Company has not undertaken any measures in terms of offering the Offer Shares anywhere else than in Finland, and the Offer Shares are not offered to individuals whose participation in the Offering would require a separate prospectus or any measures other than those required by Finnish law. Regulations in force in other countries may impose restrictions on participation in the Offering.

Other matters

Other matters and practical actions relating to the issue of Offer Shares and the Offering will be decided on by the Board of Directors of the Company.

Applicable law and dispute resolution

The Offering is governed by the laws of Finland. Any disputes arising from the Offering will be settled by the court of competent jurisdiction in Finland.

Documents on display

The documents referred to in Chapter 5, section 21 of the Limited Liability Companies Act are on display for the duration of the Subscription Period in the Company's head office at Orionintie 5, 02200 Espoo, Finland, and on the Company's website at www.oriola-kd.com/anti2015.