Oriola Oyj — AGM Information 2018

Mar 19, 2018

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

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

Oriola Corporation's Stock Exchange Release 19 March 2018 at 6.00 pm.

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

A. Oriola Corporation's Annual General Meeting held on 19 March 2018 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 2017.

1. Payment of dividend

The AGM resolved that a dividend of EUR 0.09 per share shall be paid on the
basis of the balance sheet adopted for the financial year ending 31 December
2017. The dividend is paid to shareholders registered in the company's
shareholders register held by Euroclear Finland Ltd on the dividend record date
21 March 2018. The payment date of the dividend is 11 April 2018.

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

The AGM confirmed that the Board of Directors is composed of seven members.
Current members of the Board of Directors Ms Anja Korhonen, Ms Mariette
Kristenson, Ms Eva Nilsson Bågenholm, Ms Lena Ridström, Mr Staffan Simberg and
Mr Anssi Vanjoki were re-elected to the Board of Directors and Mr.Juko-Juho
Hakala elected new member of the Board of Directors. Mr Anssi Vanjoki was re
-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 Corporation's class
B shares for the Board members on the Nasdaq Helsinki Stock Exchange within two
weeks from the release of the Interim Report 1 January - 31 March 2018 of the
company. The Chairman of the Board of Directors receives an attendance fee of
EUR 1000 per meeting and the other members EUR 500 per meeting. Attendance fees
are correspondingly also paid to the chairmen and members of Board and company
committees. Travel expenses are compensated in accordance with the travel policy
of the company.

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

Authorised Public Accountants KPMG Oy Ab, who has put forward authorised public
accountant Ms Kirsi Jantunen as principal auditor, was elected as the auditor of
the company. The auditor's fees shall be paid according to invoice approved by
the company.

1. Authorisation for the Board of Directors to decide on the issuance of shares
   against payment

In accordance with the proposal of the Board of Directors, the AGM authorised
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. 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.

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. 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 authorization is in effect for a period of eighteen (18) months from the
decision of the Annual General Meeting. The authorisation revokes all previous
share issue authorisations given to the Board of Directors.

1. 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 18,000,000 class B shares of the company, representing
approximately 9.92 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 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. 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 except for such given earlier
during the Annual general Meeting.

1. 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 share-based incentive plan for Oriola Group's
   executives and the share savings plan for Oriola 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 share-based
incentive plan for the Oriola Group's key personnel and the share savings plan
for the Oriola 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 0.94 % 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 share-based incentive plan for Oriola Group's
executives and the share savings plan for Oriola 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 0.94 % of all shares in the Company. The Board of
Directors may exercise this authorization in the share-based incentive plan for
Oriola Group's executives and in the share savings plan for Oriola 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 eighteen (18)
months from the decision of the AGM.

1. 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 18,000,000 representing 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 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 14 March 2017 in
respect of repurchase of the company's own class B shares.

1. Establishment of a Shareholders’ nomination board

The AGM resolved to establish a Shareholders' Nomination Board in accordance
with the proposal of the Board of Directors. The Annual General Meeting
confirmed the rules of procedure of the Shareholders’ Nomination Board in the
format proposed by the Board of Directors.

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

In its constitutive meeting convening after the AGM, the Board of Directors of
Oriola Corporation elected Eva Nilsson Bågenholm 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:

Anja Korhonen, Chairman
Lena Ridström
Staffan Simberg

Remuneration Committee:

Eva Nilsson Bågenholm, Chairman
Juko-Juho Hakala
Mariette Kristenson

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 Corporation

Robert Andersson
President and CEO

Petter Sandström
General Counsel

For further information, please contact:

Robert Andersson
President and CEO
Tel: +358 10 429 2109
E-mail: Robert.andersson@oriola.com

Distribution:

Nasdaq Helsinki Ltd.
Principal media

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