Decisions by the AGM of Orion Corporation on 2 April 2007

Decisions by the AGM of Orion Corporation on 2 April 2007

 

 

-      A dividend of EUR 1.00 per share was confirmed to be paid for 2006, payment date 16 April 2007.

-      The proposals by the Board of Directors concerning amendments of the Articles of Association, authorisations to the Board of Directors to acquire and convey the company's own shares, and the election and remuneration of the Board of Directors and the auditors were approved. Eero Karvonen, Matti Kavetvuo, Leena Palotie and Vesa Puttonen were re-elected, and Hannu Syrjänen and Jukka Ylppö were elected as new members to the Board of Directors. Matti Kavetvuo was re-elected as Chairman.

 

 

 

The Annual General Meeting of Orion Corporation was held today in Helsinki. In addition to the matters in accordance with section 10 of the Articles of Association, the meeting handled the Board's proposals concerning amendments of the Articles of Association, authorisations to the Board of Directors to acquire and convey the company's own shares, and the election and remuneration of the Board of Directors and the auditors.

 

 

The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2006. The members of the Board of Directors and the President were discharged from liability for the financial period of 1 July - 31 December 2006.

 

A dividend of EUR 1.00 per share was approved for 2006. The record date for the dividend payment is
5 April 2007 and the payment date is 16 April 2007.

The Articles of Association were decided to be amended as proposed by the Board of Directors to be in line with the provisions set forth in the Companies Act that entered into force on 1 September 2006. The new Articles of Association are attached to this release as Appendix 1.

 

The Board of Directors was authorised by the AGM to decide on the acquisition and conveyance of the company's own shares on the proposed terms and conditions. The terms and conditions are attached to this release as appendices 2 and 3. 

The number of members in the Board of Directors was confirmed to be six. Eero Karvonen, Matti Kavetvuo, Leena Palotie and Vesa Puttonen were re-elected, and Hannu Syrjänen and Jukka Ylppö were elected as new members to the Board for the next term of office. Matti Kavetvuo was re-elected as Chairman.

 

 

 

The following remunerations were decided to be paid to the Board of Directors:

 

As an annual fee for the term of office of the Board of Directors, the Chairman shall receive EUR 68,000, the Vice Chairman shall receive EUR 47,000 and the other members shall receive EUR 34,000 each. As a fee for each meeting attended, the Chairman shall receive EUR 1,200, the Vice Chairman shall receive EUR 900 and the other members shall receive EUR 600 each. In accordance with previously adopted practice, the Chairman shall have a telephone as a fringe benefit, and the travel expenses of all Board members shall be paid in accordance with the travel policy of the company. The afore-mentioned fees shall also be paid to the Chairmen and to the members of the committees established by the Board, for each committee meeting attended.

 

Of the annual fee, 60% shall be paid in cash and 40% in Orion Corporation B-shares, which shall be acquired to the members during 9-13 April 2007 from the Helsinki Stock Exchange in amounts corresponding to EUR 27,200 for the Chairman, EUR 18,800 for the Vice Chairman and EUR 13,600 for each of the other members. The part of the annual fee that is to be paid in cash corresponds to the approximate sum necessary for the payment of the income taxes on the fees and shall be paid no later than 30 April 2007. The annual fees encompass the full term of office of the Board of Directors. 

 

 

Ernst & Young Oy was re-elected as Auditor for the next term. Päivi Virtanen, Authorised Public Accountant, was re-elected as Deputy Auditor. The remuneration of the auditor shall be based on invoicing.

 

 

 

 

 

Orion Corporation

 

 

 

 

Jukka Viinanen                                        Olli Huotari

President and CEO                                  Senior Vice President, Corporate Functions

 

 

 

Anne Allo, VP, Communications, phone +358 50 966 3735

 

 

 

 

1. The new Articles of Association of Orion Corporation

2. Authorisation concerning the acquisition of the company's own shares

3. Authorisation concerning the conveyance of the company's own shares

 

 

 

Articles of Association of Orion Corporation

The corporate name of the company is Orion Oyj, Orion Corporation in English. The registered office of the company shall be located in Espoo.

The company shall be engaged in the pharmaceutical and chemical industries and in the trade of products of these sectors and healthcare products as well as in other related business operations. The company may own and administer real estate and securities and other financial instruments and trade in them. The company may conduct the above-mentioned operations either directly or through subsidiaries and affiliated companies.

The minimum amount of all shares in the company is one (1) and the maximum amount is 1,000,000,000. The shares do not have any nominal value.

A maximum number of 500,000,000 of the shares shall be class A shares and a maximum number of 1,000,000,000 shares shall be class B shares.

A class A share may be converted into a class B share on demand of a shareholder or, with regard to nominee-registered shares of an administrator entered in the book-entry register, if the conversion can take place within the maximum number of shares in the share classes. The written demand relating to conversion presented to the company shall state the number of the shares to be converted as well as the book-entry account in which the book-entries corresponding to the shares have been registered.

The company may request that an entry be made in the book-entry account of the shareholder restricting the competence of conveyance of the holder during the conversion procedure. The company shall notify the Trade Register of the changes relating to the number of shares in a share class resulting from the conversion. A demand relating to conversion may be presented at any time, however, not after the Board of Directors of the company has decided to convene a General Meeting of the Shareholders. A demand presented during the time between the said decision and the General Meeting of the Shareholders following it shall be deemed to have been presented and will be handled after the General Meeting of the Shareholders and the following record date possibly following thereafter. A conversion fee, decided by the Board of Directors, shall be paid to the company for the conversion.

The Trade Register notification relating to the conversion shall be made at least twice a year on such dates as the Board of Directors will determine.

A demand relating to the conversion of a share may be withdrawn until the notification on the conversion has been submitted to the Trade Register.

After a withdrawal, the company shall request that the possible entry restricting the competence of conveyance shall be removed from the book-entry account of the shareholder.

A class A share shall convert into a class B share after the Trade Register entry has been made. The party that has presented the conversion demand and the book-entry registrar shall be notified of the registration of the conversion.

The Board of Directors shall decide on further conditions of the conversion, where necessary.

The shares of the company shall be incorporated in the book-entry system.

The Board of Directors shall comprise at least five (5) and at most eight (8) members. The term of the members of the Board of Directors shall end at the end of the Annual General Meeting of the Shareholders following the election. The General Meeting of the Shareholders shall elect the Chairman of the Board of Directors and the Board of Directors shall elect the Vice Chairman of the Board of Directors, both for the same term as the other members. A person who has reached the age of 67 may not be elected member of the Board of Directors.

The company has a President who is elected and dismissed by the Board of Directors.

The right to represent the company is with:

1) the President together with a member of the Board of Directors,

2) persons authorised to represent the company by virtue of a decision by the Board of Directors two together or each separately together with a member of the Board of Directors or the President, or

3) persons authorised to represent the company per procuram two together or each separately together with a member of the Board of Directors, the President or a person authorised to represent the company.

The financial period of the company shall be a calendar year.

The company shall have one auditor and one deputy auditor. The auditor shall be an Authorised Public Accountants Organisation. The deputy auditor shall be an Authorised Public Accountant who at the time of election has not reached the age of 65. The term of the auditor and the deputy auditor shall be the financial period. The duties of the auditor and the deputy auditor shall terminate at the close of the Annual General Meeting of the Shareholders following the election.

The General Meeting of the Shareholders shall be held either in Espoo or in Helsinki, as decided by the Board of Directors.

The Annual General Meeting of the Shareholders, which shall be held annually by the end of May on a date decided by the Board of Directors shall:

be presented with:

1.       the Financial Statements, including the Consolidated Financial Statements, and the Report by the Board of Directors,

2.       the Auditor's Report,

decide on:

3.       the adoption of the Financial Statements and the Consolidated Financial Statements

4.       the use of the profits available for shareholders according to the Balance Sheet,

5.       discharge from liability of the members of the Board of Directors and the President,

6.       the number of the members of the Board of Directors,

7.       the fees payable to the members of the Board of Directors and the auditors,

elect:

8.       the members of the Board of Directors so that, in accordance with the decision by the General Meeting of the Shareholders, the person or persons getting most of the votes shall be elected,

9.       from among the members of the Board of Directors, the Chairman of the Board,

10.   the auditor and the deputy auditor, as well as to

handle:

11. other issues mentioned separately in the notice to convene.

In order to have the right to participate the General Meeting of the Shareholders, a shareholder shall submit a registration notice to the company at the latest on the date mentioned in the notice to convene, which may be at the earliest ten days prior to the meeting.

At the General Meeting of the Shareholders, a class A share shall carry 20 votes and a class B share
1 vote.

A shareholder may not vote with a larger number of votes than 1/20 of the aggregate total number of votes carried by shares belonging to the different classes of shares represented at the General Meeting of the Shareholders. A precondition for the amendment of this section 11, paragraph 3 shall be that the decision is supported by at least 4/5 of the votes cast at the meeting and 4/5 of the shares represented at the meeting.

A notice to convene a General Meeting of the Shareholders shall be published in one daily newspaper of the capital district at the earliest two months and at the latest 17 days prior to the General Meeting of the Shareholders.

Any disputes between the company, on the one hand, and, on the other hand, the Board of Directors, a member of the Board of Directors, the Managing Director, an auditor or a shareholder shall be settled by arbitration in accordance with the Arbitration Act (967/92).

Authorisation concerning the acquisition of the company's own shares

The Board of Directors of Orion Corporation was authorised by the AGM of 2007 to decide on the acquisition of the company's own shares on the following terms and conditions:

 

Maximum amount of shares to be acquired

On the basis of the authorisation, the Board of Directors shall be entitled to decide on the acquisition of no more than 2,400,000 B-shares of Orion Corporation.

 

Consideration to be paid for the shares

The own shares shall be acquired at the price of the acquisition moment quoted in public trade on the Helsinki Stock Exchange, using funds in the company's non-restricted equity.

Targeted acquisition

The own shares shall be acquired in public trade on the Helsinki Stock Exchange in a proportion not corresponding to the shareholders' holdings. The shares shall be acquired and paid for in accordance with the rules of the Helsinki Stock Exchange and the Finnish Central Securities Depository Ltd. 

 

Holding, invalidation and conveyance of the shares

The shares acquired can be kept, invalidated, or further conveyed by the company.

 

The shares can be acquired for the purpose of developing the capital structure of the company, for using them for financing possible corporate acquisitions or other business arrangements of the company, for financing capital expenditure, as part of the company's incentive systems, or otherwise conveying or invalidating them.

 

No more than 350,000 B-shares of the company can be acquired for the company's incentive system, for conveyance to the persons included in the system.

 

Other terms and validity

The Board of Directors shall decide on other matters related to the acquisition of own shares.

 

The authorisation to acquire own shares shall be valid until the end of the year 2008 Annual General Meeting of the Shareholders.

Authorisation concerning the conveyance of the company's own shares

The Board of Directors of Orion Corporation was authorised by the AGM of 2007 to decide on the conveyance of the company's own shares on the following terms and conditions:

 

Maximum amount of shares to be conveyed

On the basis of the authorisation, the Board of Directors shall be entitled to decide on the conveyance of no more than 2,400,000 B-shares of Orion Corporation.

 

Conveyance against and without payment

The own shares held by the company can be conveyed either against or without payment.

 

Conveyance of own shares, shareholders' pre-emptive rights, and targeted issue

The own shares held by the company can be conveyed

 

-           by selling them in public trade on the Helsinki Stock Exchange;

 

-           to the company's shareholders in the proportion corresponding to their holdings at the moment of the conveyance regardless of whether they own A- or B-shares; or 

 

-           in a targeted issue, deviating from the shareholders' pre-emptive rights, if there is a weighty financial reason, such as the development of the capital structure of the company, using the shares for financing possible corporate acquisitions or other business arrangements of the company, financing capital expenditure or as part of the company's incentive systems. The targeted share issue can be without payment only if there is an especially weighty financial reason in view of the company and the benefit of all its shareholders.

 

-           As part of the company's incentive system, no more than 350,000 B-shares of the company can be conveyed to the persons included in the system.

 

Subscription price in the Balance Sheet

The amounts paid for own shares conveyed shall be recorded in a fund in the non-restricted equity.

 

Other terms and validity

The Board of Directors shall decide on other matters related to the conveyance of own shares.

 

The authorisation to convey own shares shall be valid until the end of the year 2008 Annual General Meeting of the Shareholders.

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Orion Corporation

Orionintie 1A, FI-02200 Espoo

Homepage: www.orion.fi