Authorisations of the Board of Directors

Authorisation to decide on acquisition of the Company's own shares

The Board of Directors was authorised by the AGM held on 26 March 2019 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 to decide on a share issue

The Board of Directors was authorised by the AGM held on 26 March 2019 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.