Information on the General Meeting of Shareholders of Orion Corporation held on 29 March 2001

- Of the resigning members of the Supervisory Board, Timo Estola, Seppo Salonen and Erkki Tammisalo were re-elected. Kari-Jussi Aho, Asmo Kalpala, Seppo Pellinen and Kari Raivio were elected as new members.
- Heikki Hakala was elected Chairman and Heikki Vapaatalo as Deputy Chairman of the Supervisory Board.
- 1.20 euros per share will be paid as dividend for 2000, payment date 14 April 2000.
- The proposals by the Board of Directors concerning the amendments in the Bylaws and the issuance of an option program for key persons were approved.


DECISIONS BY THE GENERAL MEETING OF SHAREHOLDERS

The following decisions were made by the General Meeting of Shareholders on 29 March 2001:

The Income Statement and the Balance Sheet for the parent company and the Group as per 31 December 2000 were adopted. The members of the Supervisory Board, the Board of Directors, and the President were discharged from liability for the year 2000.

A dividend of 1.20 euros per share was approved for 2000. The record date is 3 April 2001, and the dividend payment date will be 10 April 2001. Shares acquired no later than 29 March 2001 will entitle for dividends for 2000.


15 MEMBERS IN THE SUPERVISORY BOARD.
CHAIRMAN HEIKKI HAKALA, DEPUTY CHAIRMAN HEIKKI VAPAATALO

The number of members in the Supervisory Board was decided to be 15. Juhani Aho, Juha Kytilä, Tatu Miettinen and Ahti Tarkkanen resigned due to the age limitation according to which a person having turned 70 can not be elected.

Members Timo Estola, Seppo Salonen and Erkki Tammisalo were re-elected. Kari-Jussi Aho, Asmo Kalpala, Seppo Pellinen and Kari Raivio were elected as new members.

Mr. Heikki Hakala, Dr. Tech. h.c., was elected Chairman and Professor Heikki Vapaatalo as Deputy Chairman of the Supervisory Board.


Composition of the Supervisory Board as of 29 March 2001:
Chairman: Heikki Hakala
Deputy Chairman: Heikki Vapaatalo
Members: Kari-Jussi Aho, Pekka Elovaara, Timo Estola, Asmo Kalpala, Eeva Kölli-Jäntti, Jouko K. Leskinen, Timo Maasilta, Seppo Pellinen, Kari Raivio, Seppo Salonen, Ilkka Sipilä, Erkki Tammisalo and Antti Tanskanen.


AUDITORS

Pekka Luoma and Päivi Virtanen were elected as auditors, and Pekka Kiljunen and Juha Nenonen as deputy auditors.


AMENDMENTS TO THE BYLAWS

Chapter 1 of Section 12 of the Bylaws was changed to read as follows:
In order to have the right to participate in 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. In addition, the provisions of the Companies Act on the right to participate in the General Meeting of the Shareholders in a company the shares of which have been incorporated in the book-entry system shall be taken into account.


Section 13 was changed to read as follows:

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 seventeen days prior to the meeting.



WARRANTS 2001 TO KEY PERSONS

The Shareholder Meeting accepted the proposal by the Board of Directors to issue warrants to the key persons of Orion Corporation and its subsidiaries and to a wholly-owned subsidiary of Orion Corporation. The terms of the option program are presented on pages 4-8, as an attachment to this stock exchange release.

The warrants shall, with deviation from the shareholders' pre-emptive right to subscription, be issued to the key persons of Orion Corporation and its subsidiaries and to a wholly-owned subsidiary of the Company. The shareholders' pre-emptive right to subscribe will be deviated from since the warrants are intended to form a part of the incentive and commitment program for the key persons. The purpose of the warrants is to encourage the key persons to work on a long-term basis to increase the shareholder value. The purpose of the warrants is also to commit the key persons to the Company.

Altogether 1,800,000 warrants will be issued entitling to subscribe for a total of 1,800,000 B-shares in Orion Corporation.

The share subscription price shall be 30.11 euros for warrant 2001A and 30.11 euros for warrant 2001B. For warrant 2001C the share subscription price will be the trade-volume-weighted average quotation of the Orion Corporation B-share in the Helsinki Exchanges
between 1 March and 31 March 2002 and for warrant 2001D the trade-volume-weighted average quotation of the Orion Corporation B-share in the Helsinki Exchanges between 1 September and 30 September 2002.

From the share subscription price of warrants 2001A and 2001B shall, as per the dividend record date, be deducted the amount of the cash dividend distributed after 29 March 2001 but before the date of the share subscription. From the share subscription price of warrants 2001C and 2001D shall, as per the dividend record date, be deducted only the amount of the special dividend, which differs from the Company's normal dividend distribution policy as determined by the Board of Directors, distributed after the beginning of the period for determination of the subscription price but before the date of subscription for shares.

Part of the persons eligible for subscription belong to the inner circle of the Company. The total share ownership of the individuals belonging to this category eligible for subscription does not exceed 1.0% of the company's shares and 1.0% of the voting rights of all shares. The warrants to be issued now can be exchanged for shares constituting a maximum of 2.67% of the company's total shares and 0.25% of the total voting rights. How many of these shares will be distributed to the inner circle of the Company cannot be exactly determined for the time being.



Attachment to Stock Exchange Release


ORION CORPORATION WARRANTS 2001

"Company" = Orion Corporation
"Orion Group" = Orion Corporation and its subsidiaries

This is an English-language translation of the Finnish-language documents. In case of any discrepancy between the Finnish and English texts, the Finnish language documents are decisive.


I ISSUANCE OF WARRANTS

1. Number of warrants

The number of warrants issued will be 1,800,000 which entitle to subscribe for a total of 1,800,000 B-shares in Orion Corporation.

2. Warrants

Of the warrants 450,000 will be marked with the symbol 2001A, 450,000 will be marked with the symbol 2001B, 450,000 will be marked with the symbol 2001C and 450,000 will be marked with the symbol 2001D. The persons to whom warrants will be issued will be notified in writing by the Company about the issue of warrants. The warrants will be issued to the recipient when he or she has accepted the offer of the Company. Warrant certificates shall upon request be delivered to the warrant holder at the start of the relevant share subscription period unless the warrants have been transferred to the book-entry system.

3. Right to warrants

The warrants shall, with deviation from the shareholders' pre-emptive right to subscription, be issued to the key personnel of the Orion Group and to Oriola Oy, a wholly-owned subsidiary of Orion Corporation. The shareholders' pre-emptive right to subscription is deviated from since the warrants are intended to form part of the Group's incentive and commitment program for the key personnel.


4. Distribution of warrants

The Board of Directors decides upon the distribution of the warrants. Oriola Oy shall be distributed warrants to such extent that the warrants are not distributed to key personnel of the Orion Group. The Board of Directors of Orion Corporation shall later on decide upon the further distribution of the warrants issued to the subsidiary to the key personnel employed by or to be recruited by the Orion Group. The Board of Directors of Orion Corporation may also decide upon the transfer of warrants from Oriola Oy to another company belonging to the Orion Group.

5. Transfer of warrants and obligation to offer warrants

The warrants are freely transferable, when the relevant share subscription period has begun. The warrants shall be kept by the company on behalf of the subscriber until the start of the share subscription period. The Board of Directors may, as an exception to the above, permit the transfer of a warrant also at an earlier date. The subscriber shall have the right to receive the warrants in his possession at the start of the relevant share subscription period. Should the warrant-holder transfer his warrants, such person is obliged to inform the Company about the transfer without delay.

Should a warrant-holder cease to be employed by or in the service of the company belonging to the Orion Group for any other reason than the death or retirement of said person, before 1 October 2006, such person shall without delay offer to the Company or its designee, free of charge the warrants for which the share subscription period in accordance with Section II.2 had not begun at the last day of such person's employment. Regardless of whether the subscriber has offered his warrants to the company or not, the company is entitled to inform the subscriber in writing that the subscriber has lost his warrants on the basis of the above-mentioned reasons. Should the warrants be transferred to the book-entry system, the Company has the right, whether or not the warrants have been offered to the Company, to request and get transferred all the warrants, for which the share subscription period had not begun, from the subscriber's book-entry securities account to the book-entry securities account appointed by the Company.



II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION


1. Right to subscribe for new shares

Each warrant entitles its holder to subscribe for one (1) new B-share in Orion Corporation. The nominal value of each share is one (1) euro and seventy (70) cents. As a result of the subscriptions the share capital of Orion Corporation may be increased by a maximum of 3,060,000 euros and the number of shares by a maximum of 1,800,000 new B-shares.

Oriola Oy, as a subsidiary of Orion Corporation, shall not be entitled to subscribe shares in Orion Corporation on the basis of the warrants.

2. Shares subscription and payment

The subscription period shall begin:

- for warrant 2001A on 1 October 2003,
- for warrant 2001B on 1 October 2004,
- for warrant 2001C on 1 October 2005 and
- for warrant 2001D on 1 October 2006.

The share subscription period shall, for all warrants, end on 31 October 2007.

The share subscription shall take place at the head office of Orion Corporation and/or possibly at another location to be determined later. Payment of shares subscribed shall be effected upon subscription to the bank account appointed by the Company.


3. Share subscription price

The share subscription price shall be:
- for warrant 2001A 30.11 euros,
- for warrant 2001B 30.11 euros,
- for warrant 2001C the trade-volume-weighted average quotation of the Orion Corporation B-share in the Helsinki Exchanges between
1 March and 31 March 2002, and
- for warrant 2001D the trade-volume-weighted average quotation of the Orion Corporation B-share in the Helsinki Exchanges between
1 September and 30 September 2002.

From the share subscription price of warrants 2001A and 2001B shall, as per the dividend record date, be deducted the amount of the cash dividend distributed after 29 March 2001 but before the date of the share subscription. From the share subscription price of warrants 2001C and 2001D shall, as per the dividend record date, be deducted only the amount of the special dividend, which differs from the Company's normal dividend distribution policy as determined by the Board of Directors, distributed after the beginning of the period for determination of the subscription price but before the date of subscription for shares. The share subscription price shall nevertheless always amount to at least the nominal value of the share.


4. Registration of shares

Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.


5. Shareholder rights

Dividend rights of the shares and other shareholder rights shall commence when the increase of the share capital has been registered with the Trade Register.

6. Share issues, convertible bonds and warrants before share subscription

Should the Company, before the subscription for shares, increase its share capital through an issue of new shares, or issue convertible bonds or warrants, a warrant holder shall have the same right as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the amount of shares available for subscription, the subscription price or both of these.

Should the Company, before the subscription for shares, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of warrants remains unchanged.

If the number of shares that can be subscribed for by virtue of one warrant should be a fraction, the fractional part shall be taken into account by reducing the subscription price.


7. Rights in certain cases

If the Company reduces its share capital before the subscription of shares, the subscription right accorded by the terms of the warrant shall be adjusted accordingly as specified in the resolution to reduce the share capital. If the reduction of the share capital cannot be deemed to have any economic effects to the warrant holder, the Company may resolve that the reduction of the share capital shall not affect the terms and conditions of the share subscription.

If the Company is placed in liquidation before the subscription of shares, the warrant holder shall be given an opportunity to exercise his subscription right within a period of time determined by the Board of Directors or the liquidators.

If the Company resolves to merge in another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the warrant holder shall before the merger or division be given the right to subscribe for the shares within the period of time determined by the Board of Directors. After such date no subscription right shall exist. In the above situations the warrant-holder has no right to require that the company redeems the warrants from him for market value.

The acquisition of the Company's own shares does not require the Company to take any action in relation to the warrants.

In case, before the end of the subscription period, a situation as referred to in Chapter 14 Section 19 of the Finnish Companies Act, in which a shareholder possesses over 90% of the shares of the Company and therefore has the right and obligation to redeem the shares of the remaining shareholders, or as referred to in Chapter 6 Section 6 of the Finnish Securities Market Act, arise, the warrant holders shall be entitled to use their right of subscription by virtue of the warrant within a period of time determined by the Board of Directors.

If the nominal value of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total nominal value of the shares available for subscription and the total subscription price remain the same.

Converting the Company from a public company into a private company will not affect the terms and conditions of the warrants.


8. Dispute resolution

Disputes arising in relation to the warrants shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.


9. Other matters

The Board of Directors may decide on the transfer of the warrants to the book-entry system at a later date and on the resulting technical amendments to these terms and conditions. Other matters related to the warrants are decided on by the Board of Directors. The warrant documentation is kept available for inspection at the head office of Orion Corporation in Espoo.