Articles of Association
The Articles of Association were confirmed by the AGM on 22 March 2017 and entered in the Trade Register on 6 April 2017.
The corporate name of the company is Orion Oyj, Orion Corporation in English. The registered office of the company shall be located in Espoo.
The company shall be engaged in the pharmaceutical and chemical industries and in the trade of products of these sectors and healthcare products as well as in other related business operations. The company may own and administer real estate and securities and other financial instruments and trade in them. The company may conduct the above-mentioned operations either directly or through subsidiaries and affiliated companies.
The minimum amount of all shares in the company is one (1) and the maximum amount is 1,000,000,000. The shares do not have any nominal value.
A maximum number of 500,000,000 of the shares shall be class A shares and a maximum number of 1,000,000,000 shares shall be class B shares.
A class A share may be converted into a class B share on demand of a shareholder or, with regard to nominee-registered shares of an administrator entered in the book-entry register, if the conversion can take place within the maximum number of shares in the share classes. The written demand relating to conversion presented to the company shall state the number of the shares to be converted as well as the book-entry account in which the book-entries corresponding to the shares have been registered.
The company may request that an entry be made in the book-entry account of the shareholder restricting the competence of conveyance of the holder during the conversion procedure. The company shall notify the Trade Register of the changes relating to the number of shares in a share class resulting from the conversion. A demand relating to conversion may be presented at any time, however, not after the Board of Directors of the company has decided to convene a General Meeting of the Shareholders. A demand presented during the time between the said decision and the General Meeting of the Shareholders following it shall be deemed to have been presented and will be handled after the General Meeting of the Shareholders and the following record date possibly following thereafter. A conversion fee, decided by the Board of Directors, shall be paid to the company for the conversion.
The Trade Register notification relating to the conversion shall be made at least twice a year on such dates as the Board of Directors will determine.
A demand relating to the conversion of a share may be withdrawn until the notification on the conversion has been submitted to the Trade Register.
After a withdrawal, the company shall request that the possible entry restricting the competence of conveyance shall be removed from the book-entry account of the shareholder.
A class A share shall convert into a class B share after the Trade Register entry has been made. The party that has presented the conversion demand and the book-entry registrar shall be notified of the registration of the conversion.
The Board of Directors shall decide on further conditions of the conversion, where necessary.
The shares of the company shall be incorporated in the book-entry system.
The Board of Directors shall comprise at least five (5) and at most eight (8) members. The term of the members of the Board of Directors shall end at the end of the Annual General Meeting of the Shareholders following the election. The General Meeting of the Shareholders shall elect the Chairman of the Board of Directors and the Board of Directors shall elect the Vice Chairman of the Board of Directors, both for the same term as the other members.
The company has a President who is elected and dismissed by the Board of Directors.
The right to represent the company is with:
1) the President together with a member of the Board of Directors,
2) persons authorised to represent the company by virtue of a decision by the Board of Directors two together or each separately together with a member of the Board of Directors or the President, or
3) persons authorised to represent the company per procuram two together or each separately together with a member of the Board of Directors, the President or a person authorised to represent the company.
The financial period of the company shall be a calendar year.
The company shall have one auditor, which shall be Authorised Public Accountants.
The term of the auditor shall be the financial period. The duties of the auditor shall terminate at the close of the Annual General Meeting of the Shareholders following the election.
The General Meeting of the Shareholders shall be held either in Espoo or in Helsinki, as decided by the Board of Directors.
The Annual General Meeting of the Shareholders, which shall be held annually by the end of May on a date decided by the Board of Directors shall:
be presented with:
1) the Financial Statements, including the Consolidated Financial Statements, and the Report by the Board of Directors,
2) the Auditor's Report,
3) the adoption of the Financial Statements and the Consolidated Financial Statements
4) the use of the profits available for shareholders according to the Balance Sheet,
5) discharge from liability of the members of the Board of Directors and the President,
6) the number of the members of the Board of Directors,
7) the fees payable to the members of the Board of Directors and the auditor,
8) the members of the Board of Directors so that, in accordance with the decision by the General Meeting of the Shareholders, the person or persons getting most of the votes shall be elected,
9) from among the members of the Board of Directors, the Chairman of the Board,
10) the auditor, as well as to
11) other issues mentioned separately in the notice to convene.
In order to have the right to participate the General Meeting of the Shareholders, a shareholder shall submit a registration notice to the company at the latest on the date mentioned in the notice to convene, which may be at the earliest ten days prior to the meeting.
At the General Meeting of the Shareholders, a class A share shall carry 20 votes and a class B share 1 vote.
A shareholder may not vote with a larger number of votes than 1/20 of the aggregate total number of votes carried by shares belonging to the different classes of shares represented at the General Meeting of the Shareholders. A precondition for the amendment of this section 11, paragraph 3 shall be that the decision is supported by at least 4/5 of the votes cast at the meeting and 4/5 of the shares represented at the meeting.
A notice to convene a General Meeting of the Shareholders shall be published on the Company’s website no earlier than two (2) months and no later than three (3) weeks before the General Meeting, however, no later than nine (9) days before the record date of the General Meeting.
Any disputes between the company, on the one hand, and, on the other hand, the Board of Directors, a member of the Board of Directors, the Managing Director, an auditor or a shareholder shall be settled by arbitration in accordance with the Arbitration Act (967/92).