Orion Corporation: Decisions by the AGM on 19 March 2013

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 2012. The record date for the dividend payment is 22 March 2013 and the payment date is 4 April 2013. 

• The proposals concerning the election and remuneration of the Board of Directors and the auditor were approved.  

• Sirpa Jalkanen, Eero Karvonen, Timo Maasilta, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö were re-elected to the Board of Directors. Hannu Syrjänen was re-elected as Chairman.  

• The Board of Directors was authorised to decide on acquisition of the Company's own shares and on a share issue. 

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 2012
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2012.

Dividend EUR 1.30 per share
The proposed 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.

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 2012.

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 25-28 March 2013 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 2013. The annual fees encompass the full term of office of the Board of Directors.

Composition of 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, Timo Maasilta, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö were re-elected 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.

Authorisation of the Board of Directors to decide on acquisition of the Company's own shares
The Board of Directors was authorised by the AGM to decide on the acquisition of the Company's own shares on the proposed terms and conditions. The terms and conditions are as follows:

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 500,000 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 at trading on regulated market organised by NASDAQ OMX Helsinki Ltd ("Stock Exchange"), using funds in the Company's distributable equity.

Targeted acquisition
The own shares shall be acquired through trading on regulated market organised by 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 Euroclear Finland 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.

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 18 months from the decision of the Annual General Meeting of the Shareholders.

Authorisation of the Board of Directors to decide on a share issue
The Board of Directors was authorised by the AGM to decide on a share issue in which the Company's own shares held by the Company can be conveyed on the proposed terms and conditions. The terms and conditions are as follows:  

 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 600,000 own B-shares held by the Company.

Conveyance against and without payment
The own shares held by the Company can be conveyed either against or without payment.

Shareholders' pre-emptive rights and targeted issue
The own shares held by the Company can be conveyed

• by selling them through trading on regulated market organised by NASDAQ OMX Helsinki Ltd ("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. 

Subscription price in the Balance Sheet
The amounts paid for own shares conveyed shall be recorded in a fund in the distributable 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 five years from the decision of the Annual General Meeting of the Shareholders.

This decision cancels the share issue authorisation confirmed by the Annual General Meeting of Orion Corporation on 24 March 2010, for the part which has not yet been exercised.  

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/agm2013, no later than 2 April 2013.

Orion Corporation

   

Contact person:
Terhi Ormio, VP, Communications, phone +358 50 966 4646

Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo, Finland
Homepage: 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 2012 amounted to EUR 980 million and the company had about 3,500 employees. Orion's A and B shares are listed on NASDAQ OMX Helsinki.