3/23/2009

Orion Corporation: Decisions by the AGM on 23 March 2009

Orion - Stock Exchange Release
ORION CORPORATION: DECISIONS BY THE AGM ON 23 MARCH 2009
 
 
ORION CORPORATION      STOCK EXCHANGE RELEASE    23 MARCH 2009   
 
Orion Corporation: Decisions by the AGM on 23 March 2009
 
At the Annual General Meeting of Orion Corporation held today, the following decisions were made:
-      A dividend of EUR 0.95 per share was confirmed to be paid for 2008, payment date 2 April 2009.
-      The proposals concerning the election and remuneration of the Board of Directors and the auditor, amendments to the Articles of Association and an authorisation to the Board of Directors to convey the company's own shares were approved. Eero Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen, Hannu Syrjänen and Jukka Ylppö were re-elected and Sirpa Jalkanen was elected as a new member to the Board of Directors. Matti Kavetvuo was re-elected as Chairman.
 
 
The Annual General Meeting of Orion Corporation was held today 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 the election and remuneration of the Board of Directors and the auditor, amendments to the Articles of Association, and an authorisation to the Board of Directors to convey the company's own shares.
 
Adoption of the Financial Statements for 1 January - 31 December 2008
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2008. The members of the Board of Directors and the President were discharged from liability for the financial period of 1 January - 31 December 2008.
 
Dividend EUR 0.95 per share
A dividend of EUR 0.95 per share was approved for 2008. The record date for the dividend payment is
26 March 2009 and the payment date is 2 April 2009.
 
The members of the Board were re-elected and Sirpa Jalkanen was elected as a new member to the Board.  Matti Kavetvuo was re-elected as Chairman
The number of members in the Board of Directors was confirmed to be seven. Eero Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen, Hannu Syrjänen and Jukka Ylppö were re-elected, and Sirpa Jalkanen was elected as a new member to the Board of Directors for the next term of office. Matti Kavetvuo was re-elected as Chairman.
 
Remunerations 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 30 March - 3 April 2009 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 2009. The annual fees encompass the full term of office of the Board of Directors. 
 
Auditor and their remuneration
PricewaterhouseCoopers Oy, Authorised Public Accountant Firm, was re-elected as the company's Auditor for the next term. The remuneration of the auditor shall be based on invoicing as approved by the company.
 
Amendments to Sections 9, 10 and 12 of the Articles of Association
Sections 9, 10 and 12 of the Articles of Association of the Company were amended as proposed by the Board of Directors. The main content of the amendments is the following:
-         Section 9 is amended so that the parts concerning Deputy Auditor are removed. After the amendment, the Company has only one auditor, which shall be an authorised public accountant firm.
-         In item 7 of Section 10, the plural form concerning the auditors is changed to singular, and the statement regarding a deputy auditor is removed from item 10.
-         Section 12 is amended so that the Notice to convene a General Meeting shall be given no later than 21 days before the Meeting.
 
Authorisation concerning the conveyance of the company's own shares
The Board of Directors was authorised by the AGM to decide on the conveyance of the company's own shares held by the company on the proposed terms and conditions. The terms and conditions are attached to this release as an appendix. 
 
 
Orion Corporation
 
 
Timo Lappalainen            Olli Huotari
President and CEO         Senior Vice President, Corporate Functions
 
 
 
Contact person:
Anne Allo, VP, Communications, phone +358 50 966 3735
 
 
 
Appendix:
Authorisation concerning the conveyance of the company's own shares
 
 
APPENDIX
 
Authorisation concerning the conveyance of the company's own shares
 
The Board of Directors of Orion Corporation was authorised by the AGM of 2009 to decide on the conveyance of the company's own shares held by the company 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 324,836 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 non-restricted 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 until the end of the Annual General Meeting of the Shareholders of 2010.
 
 
 
Publisher:
Orion Corporation
Orionintie 1A, FI-02200 Espoo
Homepage: www.orion.fi