Authorisation concerning acquisition of the company’s own shares  

The Board of Directors of Orion Corporation has an authorisation confirmed by the AGM of 2010 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 300,000 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 NASDAQ OMX Helsinki Oy (“Stock Exchange”), using funds in the company’s distributable 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 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 concerning share issue

The Board of Directors of Orion Corporation has an authorisation confirmed by the AGM of 2010 to decide on a share issue in which the Company’s own shares held by the Company can be conveyed 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 500,000 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 in public trade arranged by NASDAQ OMX 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.

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.