Decision by the Board of Directors to repurchase own shares
ORION CORPORATION STOCK EXCHANGE RELEASE 18 May 2010 AT 12:45 EET
The Board of Directors of Orion Corporation decided on 18 May 2010 on a share repurchase based on the authorisation by the Annual General Meeting on 24 March 2010. According to the decision, 300,000 Class B shares of Orion Corporation will be acquired. The repurchase will be started no sooner than the following day after the publication of the Interim Report 1-6/2010 of the Orion Group. The acquisition of the shares will be executed in accordance with the terms of the authorisation by the AGM.
The shares shall be repurchased using funds in the company's distributable equity at the price of the acquisition moment quoted in public trade arranged by NASDAQ OMX Helsinki Oy ("Stock Exchange"), in proportions 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.
The shares will be acquired to be used as part of the execution of the long-term Incentive Plan 2010 for key persons of the Orion Group. There is a weighty financial reason for the targeted share repurchase, because the purpose of the incentive plan is to encourage the persons involved in it to sustained commitment and efforts for the benefit of the company and its shareholders.
The terms and conditions of the authorisation to repurchase the company's own shares are attached to this release. They were published in the stock exchange release of 24 March 2010 concerning the decisions of the AGM.
The 2009 Financial Statements documents of Orion Corporation as well as the Interim Report 1-3/2010 are available on the homepage www.orion.fi/financialreviews, as provided in the Companies Act.
Timo Lappalainen Olli Huotari
President and CEO SVP, Corporate Functions
Olli Huotari, Senior VP, Corporate Functions, phone +358 10 426 3054
Authorisation concerning the acquisition of the company's own shares
Authorisation of the Board of Directors to decide on acquisition of the company's own shares
The Board of Directors of Orion Corporation was authorised by the AGM of 2010 to decide on the acquisition of the company's own shares on the following terms and conditions:
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 300,000 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 in public trade arranged by NASDAQ OMX Helsinki Oy ("Stock Exchange"), using funds in the company's distributable equity.
The own shares shall be acquired in public trade on 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.
Orionintie 1A, FI-02200 EspooHomepage: www.orion.fi
Orion is an innovative European R&D-based pharmaceutical and diagnostic company with a special emphasis on developing medicinal treatments and diagnostic tests for global markets. Orion develops, manufactures and markets human and veterinary pharmaceuticals, active pharmaceutical ingredients and diagnostic tests. Orion's pharmaceutical R&D focuses on the following core therapy areas: central nervous system drugs, cancer and critical care drugs, and Easyhaler® pulmonary drugs.
The Group's net sales in 2009 amounted to EUR 772 million. The Company invested EUR 95 million in research and development. At the end of 2009, the Group had a total of 3,100 employees, of whom 2,500 worked in Finland and 600 in other European countries. Orion's A and B shares are listed on NASDAQ OMX Helsinki.