Orion Oyj : Decisions by the AGM on 20 March 2012

Orion Corporation: Decisions by the AGM on 20 March 2012

At the Annual General Meeting of Orion Corporation held today, the following decisions were made:

• A dividend of EUR 1.30 per share was confirmed to be paid for 2011. Additionally, EUR 0.12 per share was confirmed to be paid to the shareholders as a repayment of capital. The record date for the dividend payment and the repayment of capital is 23 March 2012 and the payment date is 4 April 2012.
• The proposals concerning the election and remuneration of the Board of Directors and the auditor were approved.
• Sirpa Jalkanen, Eero Karvonen, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö were re-elected to the Board of Directors. Timo Maasilta was elected as a new member. Hannu Syrjänen was re-elected as Chairman.

The Annual General Meeting of Orion Corporation was held today in Helsinki. The following matters were handled at the meeting:

Adoption of the Financial Statements for 1 January - 31 December 2011
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2011.

Dividend EUR 1.30 per share
A dividend of EUR 1.30 per share was approved. The record date for the dividend payment is 23 March 2012 and the payment date is 4 April 2012.

EUR 0.12 per share as a repayment of capital 
EUR 0.12 per share was decided to be distributed to the shareholders from the reserve for invested unrestricted equity as a repayment of capital. The record date for the repayment is 23 March 2012 and the payment date is 4 April 2012.

Discharge from liability
The members of the Board of Directors and the President and CEO were discharged from liability for the financial period of 1 January - 31 December 2011.

Remunerations 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 76,000, the Vice Chairman shall receive EUR 51,000 and the other members shall receive EUR 38,000 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. The travel expenses of all Board members shall be paid in accordance with previously adopted practice. The afore-mentioned fees for each committee meeting attended shall also be paid to the Chairmen and to the members of the committees established by the Board.

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 26-30 March 2012 from the stock exchange in amounts corresponding to EUR 30,400 for the Chairman, EUR 20,400 for the Vice Chairman and EUR 15,200 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 2012. The annual fees encompass the full term of office of the Board of Directors. 

Timo Maasilta elected as new member to the Board of Directors.
Hannu Syrjänen re-elected as Chairman
The number of members in the Board of Directors was confirmed to be six. Sirpa Jalkanen, Eero Karvonen, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö were re-elected, and Timo Maasilta was elected as a new member to the Board of Directors for the next term of office. Hannu Syrjänen was re-elected as Chairman.

Auditor and their remuneration
PricewaterhouseCoopers Oy, authorised public accountants, were re-elected as the Company's auditor. The remunerations to the Auditor shall be paid on the basis of invoicing approved by the Company.

The minutes of the AGM will be provided in Finnish only, and they will become available on Orion's internet website, address www.orion.fi/agm2012, no later than 3 April 2012.
 


Orion Corporation

Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo
www.orion.fi

Orion is a globally operating Finnish company developing pharmaceuticals and diagnostic tests - a builder of well-being. Orion develops, manufactures and markets human and veterinary pharmaceuticals, active pharmaceutical ingredients and diagnostic tests. The company is continuously developing new drugs and treatment methods. Pharmaceutical R&D focuses on central nervous system drugs, oncology and critical care drugs, and Easyhaler^® pulmonary drugs.

Orion's net sales in 2011 amounted to EUR 918 million and the company had about 3,400 employees. Orion's A and B shares are listed on NASDAQ OMX Helsinki.