Orion Corporation: Decisions by the AGM on 26 March 2019

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

• A dividend of EUR 1.50 per share was confirmed to be paid. The record date for the dividend payment is 28 March 2019 and the payment date is 4 April 2019.
• The proposals concerning the election and remuneration of the Board of Directors and the auditor and the number of the members of the Board of Directors were approved.
• Ari Lehtoranta, Timo Maasilta, Hilpi Rautelin, Eija Ronkainen, Mikael Silvennoinen and Heikki Westerlund were re-elected to the Board of Directors. Pia Kalsta was elected as a new member. Heikki Westerlund 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 2018
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2018. 

Dividend EUR 1.50 per share
The AGM resolved, in accordance with the proposal by the Board of Directors, that a dividend of EUR 1.50 per share will be paid on the basis of the Balance Sheet confirmed for the financial year that ended on 31 December 2018. The record date for the dividend payment is 28 March 2019 and the payment date is 4 April 2019. 

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 2018. 

Remunerations to be paid to the Board of Directors

The AGM decided that the following remunerations will be paid to the Board of Directors:
 
As an annual fee, the Chairman shall receive EUR 84,000, the Vice Chairman shall receive EUR 55,000 and the other members shall receive EUR 42,000 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 the Board members shall be paid in accordance with previously adopted practice. The aforementioned 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 26 April - 3 May 2019 from the stock exchange in amounts corresponding to EUR 33,600 for the Chairman, EUR 22,000 for the Vice Chairman and EUR 16,800 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 31 May 2019. The annual fees encompass the full term of office of the Board of Directors.
 
In addition, the AGM decided that the Company shall pay the transfer tax related to the part of the annual fee of the Board of Directors paid in shares.

Composition of the Board of Directors

The number of members in the Board of Directors was confirmed to be seven. Ari Lehtoranta, Timo Maasilta, Hilpi Rautelin, Eija Ronkainen, Mikael Silvennoinen and Heikki Westerlund were re-elected as members to the Board of Directors for the next term of office. Pia Kalsta was elected as a new member. Heikki Westerlund was re-elected as Chairman.

Auditor and their remuneration

Authorised Public Accountants KPMG Oy Ab were 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 350,000 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 Helsinki Ltd ("Stock Exchange"), using funds in the Company's unrestricted 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 850,000 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 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 the reserve for invested unrestricted 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 22 March 2016, 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 website, http://www.orion.fi/en/agm2019, no later than 9 April 2019.
 
 

Orion Corporation

Timo Lappalainen                          Olli Huotari
President and CEO                         Senior Vice President, Corporate Functions

Contact person:
Olli Huotari, Senior Vice President, Corporate Functions
Phone +358 50 966 3054

Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo, Finland

Orion is a globally operating Finnish pharmaceutical company - a builder of well-being. Orion develops, manufactures and markets human and veterinary pharmaceuticals and active pharmaceutical ingredients. The company is continuously developing new drugs and treatment methods. The core therapy areas of Orion's pharmaceutical R&D are central nervous system (CNS) disorders, oncology and respiratory diseases for which Orion develops inhaled Easyhaler® pulmonary drugs. Orion's net sales in 2018 amounted to EUR 977 million and the company had about 3,200 employees at the end of the year. Orion's A and B shares are listed on Nasdaq Helsinki. For more information, go to www.orion.fi/en