Recommendation by the Nomination Committee concerning the Board of Directors to be elected by the 2020 AGM of Orion Corporation

The Nomination Committee of Orion Corporation has on 22 January 2020 given to the company’s Board of Directors its recommendation for the proposal to the Annual General Meeting of 2020 concerning the composition of the Board of Directors to be elected by the meeting. The Committee recommends that the following proposal be presented to the AGM of 2020:

The number of Board members would be seven.

Of the present members of the Board, Pia Kalsta, Ari Lehtoranta, Timo Maasilta, Hilpi Rautelin, Eija Ronkainen and Mikael Silvennoinen would be re-elected for the next term of office and Kari Jussi Aho MSc (Econ. and Bus. Adm.) would be elected as a new member.

Mikael Silvennoinen would be elected as Chairman of the Board. Silvennoinen has been a member of the Orion Board of Directors since 2014 and currently he is also the Chairman of the Audit Committee and a member of the Remuneration Committee and the R&D Committee. He holds a Master of Science degree in Economics and his principal occupation is Executive Chairman of IMS Talent Oy. More detailed information on Mikael Silvennoinen is available on Orion website: https://www.orion.fi/en/Orion-group/corporate-governance/board-of-directors/board-members/mikael-silvennoinen/.

Of the present members, Heikki Westerlund has been a Board member for an uninterrupted period of 10 years and for this reason he is not proposed for re-election.

“The growth target set in 2019 to increase the net sales to EUR 1.5 billion by 2025 has brought a clearer benchmark for the strategy execution. Orion is at an excellent pace to develop in all business areas. It is important that in addition to the organic development our tools of growth include also chosen and synergistic business and product acquisitions that fit into our strategy. One of the most important duties of Board of Directors is to ensure that the total shareholder return is generated in a sustainable way. In ten years time since 2010 the average annual total shareholder return has been excellent – over 13 percent. Strong investment in research and development that aims to find quality of life improving solutions to various diseases is at the core of the operation. I’m stepping down as the Chairman of the Board with having a great confidence in the future of Orion”, says Heikki Westerlund, Chairman of the Board of Directors of Orion Corporation.

Personal information of Kari Jussi Aho:

Born: 1960

Education and profession: MSc (Econ. and Bus. Adm.), MBA, business owner and entrepreneur

Key work experience:

• Business owner and entrepreneur, 2020-
• Rukakeskus Group, full-time Chairman of the Board, 2004-2019
• Pyhätunturi Ltd, Managing Director, 1987-2004
• Rukakeskus Ltd, Marketing Manager, 1982-2002

             
Current key positions of trust:

Vice Chairman of the Board: Confederation of Finnish Industries EK 2017-, Finnish Air Force support foundation (Non-profit foundation) 2010-
Member of the Board: Aho Group Ltd 2006-, Aava Health Services Ltd 2016-, Economy and Youth TAT 2017-
Other: Confederation of Finnish Industries EK, Delegation for Entrepreneurs, Chairman 2017-, Confederation of Finnish Industries EK, Suomalaisen omistajuuden työryhmä (working group for Finnish ownership), Chairman 2017-

Previous key positions of trust:

Chairman of the Board: Aho Group Ltd 2006-2012
Vice Chairman of the Board: United Laboratories Ltd 2004-2009
Member of the Board: Cor Group Ltd 2007-2011, Haaga-Helia Ltd 2009-2014, Management Institute of Finland MIF Ltd 2012-2014

Member of the Supervisory Board: Orion Corporation 2001-2002
Member of the Nomination Committee: Orion Corporation 2006-2019

The Nomination Committee also announces as its recommendation that the following remunerations will remain the same as in the previous year and be paid to the Board of Directors:

As an annual fee, the Chairman would receive EUR 84 000, the Vice Chairman would receive EUR 55 000 and the other members would receive EUR 42 000 each.

As a fee for each meeting attended, the Chairman would receive EUR 1 200, the Vice Chairman would receive EUR 900 and the other members would receive EUR 600 each. The travel expenses of the Board members would be paid in accordance with the previously adopted practice. The aforementioned fees would also be paid to the Chairmen and to the members of the committees established by the Board for each committee meeting attended.

Of the above-mentioned annual fees, 60% would be paid in cash and 40% in Orion Corporation B-shares, which would be acquired for the members over the period 29 April–6 May 2020 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 would be paid no later than 29 May 2020. The annual fees shall encompass the full term of office of the Board of Directors.

In addition, the company would pay the transfer tax related to the part of the annual fee of the Board of Directors paid in shares.

The Nomination Committee has not given its recommendation for the remunerations to the Board of Directors, but the matter will be proposed by a shareholder at the AGM.

The Nomination Committee has consisted of the following members: Heikki Westerlund, Chairman, Annika Ekman, Erkki Etola, Petteri Karttunen, Matti Kavetvuo, Timo Maasilta and Jukka Ylppö. 

Orion Corporation

                                                                                                            
Contact person:
Heikki Westerlund, Chairman of the Board of Directors of Orion Corporation, Chairman of the Nomination Committee
Tel. +358 (0)50 559 6580

Picture of Kari Jussi Aho (https://www.orion.fi/globalassets/pictures/kari-jussi-aho.jpg)

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

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.