Orion Corporation: Decisions by the AGM on 25 March 2008

-      A dividend of EUR 1.00 per share was confirmed to be paid for 2007, payment date 4 April 2008.

-      The proposals concerning 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, Vesa Puttonen, Hannu Syrjänen and Jukka Ylppö were re-elected 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 and Section 3 of Chapter 5 of the Companies Act, the meeting handled the proposals concerning 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 2007. The members of the Board of Directors and the President were discharged from liability for the financial period of 1 January - 31 December 2007.

 

A dividend of EUR 1.00 per share was approved for 2007. The record date for the dividend payment is
28 March 2008 and the payment date is 4 April 2008.

 

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 1 and 2. 

 

The number of members in the Board of Directors was confirmed to be six. Eero Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen, Hannu Syrjänen and Jukka Ylppö were re-elected to the Board of Directors 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 72,000, the Vice Chairman shall receive EUR 49,000 and the other members shall receive EUR 36,000 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 31 March - 4 April 2008 from the stock exchange in amounts corresponding to EUR 28,800 for the Chairman, EUR 19,600 for the Vice Chairman and EUR 14,400 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 2008. The annual fees encompass the full term of office of the Board of Directors. 

 

 

PricewaterhouseCoopers Oy, Authorised Public Accountant Firm, was elected as Auditor for the next term. Kati Malmivuori, Authorised Public Accountant, was elected as Deputy Auditor. The remuneration of the auditors shall be based on invoicing.

 

 

 

 

 

Orion Corporation

 

 

 

 

Timo Lappalainen               Olli Huotari

President and CEO             Senior Vice President, Corporate Functions

 

 

 

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

 

 

 

 

 

 

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

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

 

 

 

Authorisation concerning the acquisition of the company's own shares

 

The Board of Directors of Orion Corporation was authorised by the AGM of 2008 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 arranged by OMX Nordic Exchange Helsinki Oy ("Stock Exchange"), using funds in the company's non-restricted equity.

 

Targeted acquisition

The own shares shall be acquired in public trade on the 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 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 system, 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 2009 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 2008 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 arranged by OMX Nordic Exchange Helsinki Oy ("Stock Exchange");

-           in a targeted issue 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 system. 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 2009 Annual General Meeting of the Shareholders.

 

 

 

 

 

 

 

 

 

 

OMX Nordic Exchange Helsinki

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Orion Corporation

Orionintie 1A, FI-02200 Espoo

Homepage: www.orion.fi