The 2008 Annual General Meeting of Orion Corporation was held on 25 March 2008, at the Helsinki Fair Centre, Helsinki.
Summary of decisions by Orion 's AGM held on 25 March 2008
The Annual General Meeting of Orion Corporation was held 25 March 2008 in Helsinki. In addition to the matters in accordance with section 10 of the Articles of Association and Section 3 of Chapter 5 of the Companies Act, the meeting handled the proposals concerning 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 January – 31 December 2007
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2007. The members of the Board of Directors and the President were discharged from liability for the financial period of 1 January – 31 December 2007.
Dividend EUR 1.00 per share
A dividend of EUR 1.00 per share was approved for 2007. The record date for the dividend payment is 28 March 2008 and the payment date is 4 April 2008.
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 1 and 2.
The members of the Board were re-elected, 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, Vesa Puttonen, Hannu Syrjänen and Jukka Ylppö were re-elected to the Board of Directors 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 72,000, the Vice Chairman shall receive EUR 49,000 and the other members shall receive EUR 36,000 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 31 March – 4 April 2008 from the stock exchange in amounts corresponding to EUR 28,800 for the Chairman, EUR 19,600 for the Vice Chairman and EUR 14,400 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 2008. The annual fees encompass the full term of office of the Board of Directors.
Auditors and their remuneration
PricewaterhouseCoopers Oy, Authorised Public Accountant Firm, was elected as Auditor for the next term. Kati Malmivuori, Authorised Public Accountant, was elected as Deputy Auditor. The remuneration of the auditors shall be based on invoicing.