The 2007 Annual General Meeting of Orion Corporation was held on Monday, 2 April 2007 at the Helsinki Fair Centre, Helsinki.
Summary of decisions by Orion 's AGM held on 2 April 2007
The Annual General Meeting of Orion Corporation was held 2 April 2007 in Helsinki. In addition to the matters in accordance with section 10 of the Articles of Association, the meeting handled the Board’s proposals concerning amendments of the Articles of Association, authorisations to the Board of Directors to acquire and convey the company’s own shares, and the election and remuneration of the Board of Directors and the auditors.
Adoption of the Financial Statements for 1 July – 31 December 2006
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2006. The members of the Board of Directors and the President were discharged from liability for the financial period of 1 July – 31 December 2006.
Dividend EUR 1.00 per share
A dividend of EUR 1.00 per share was approved for 2006. The record date for the dividend payment is 5 April 2007 and the payment date is 16 April 2007.
Amendments of the Articles of Association
The Articles of Association were decided to be amended as proposed by the Board of Directors to be in line with the provisions set forth in the Companies Act that entered into force on 1 September 2006. The new Articles of Association are attached to this release as Appendix 1.
Authorisations concerning the acquisition and conveyance of the company’s own shares
The Board of Directors was authorised by the AGM to decide on the acquisition and conveyance of the company’s own shares on the proposed terms and conditions. The terms and conditions are attached to this release as appendices 2 and 3.
Hannu Syrjänen and Jukka Ylppö were elected as new members to the Board. Matti Kavetvuo was re-elected as Chairman
The number of members in the Board of Directors was confirmed to be six. Eero Karvonen, Matti Kavetvuo, Leena Palotie and Vesa Puttonen were re-elected, and Hannu Syrjänen and Jukka Ylppö were elected as new members to the Board for the next term of office. Matti Kavetvuo was re-elected as Chairman.
The following remunerations were decided to be paid to the Board of Directors
As an annual fee for the term of office of the Board of Directors, the Chairman shall receive EUR 68,000, the Vice Chairman shall receive EUR 47,000 and the other members shall receive EUR 34,000 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. In accordance with previously adopted practice, the Chairman shall have a telephone as a fringe benefit, and the travel expenses of all Board members shall be paid in accordance with the travel policy of the company. The afore-mentioned 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 9-13 April 2007 from the Helsinki Stock Exchange in amounts corresponding to EUR 27,200 for the Chairman, EUR 18,800 for the Vice Chairman and EUR 13,600 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 30 April 2007. The annual fees encompass the full term of office of the Board of Directors.
Auditors and their remuneration
Ernst & Young Oy was re-elected as Auditor for the next term. Päivi Virtanen, Authorised Public Accountant, was re-elected as Deputy Auditor. The remuneration of the auditor shall be based on invoicing.