Notice to the Annual General Meeting of Orion Corporation
Orion Corporation Stock Exchange Release 9 February 2011 at 1.15 p.m. EET
The Board of Directors of Orion Corporation has decided today to convene the Annual General Meeting of the Shareholders of Orion Corporation on 31 March 2011. The Notice to the Meeting will be published in Finnish in the Helsingin Sanomat newspaper on Thursday, 10 February 2011, with the following contents:
Notice is given to the shareholders of Orion Corporation to the Annual General Meeting to be held on Thursday, 31 March 2011 at 2.00 p.m. at the Helsinki Fair Centre, address: Messuaukio 1, Helsinki. The reception of the participants and the distribution of the voting tickets will start at 12.30. Coffee will be served after the meeting.
A. Agenda of the Meeting, in the order of handling
1. Opening of the Meeting
2. Matters of order for the Meeting
3. Election of the person to confirm the minutes and the persons to verify the counting of votes
4. Recording the legal convening of the Meeting and quorum
5. Recording the attendance at the Meeting and the list of votes
6. Presentation of the Financial Statements 2010, the report of the Board of Directors and the Auditor's report
- Review by the President and CEO
7. Adoption of the Financial Statements
8. Decision on the use of the profits shown on the Balance Sheet and the payment of the dividend
The Board of Directors proposes that a dividend of EUR 1.20 per share be paid on the basis of the Balance Sheet confirmed for the financial year that ended on 31 December 2010. According to the proposal, the dividend is paid to Orion Corporation shareholders entered in the Company's register of shareholders maintained by Euroclear Finland Ltd on the record date, 5 April 2011. The date of the dividend payment is 12 April 2011.
Shareholders having not registered their shares in the book-entry system by the record date for dividend payment shall receive the dividend payment only after registration of their shares in the system.
9. Proposal by the Board of Directors concerning the distribution of distributable equity
The Board of Directors proposes to the AGM that EUR 0.06 per share be distributed from the Expendable fund in the distributable equity as a repayment of capital. The repayment of distributable equity would be paid to shareholders entered in the Company's register of shareholders maintained by Euroclear Finland Ltd on 5 April 2011, the record date for dividend payment. The payment date is 12 April 2011.
Shareholders having not transferred their shares to the book-entry system by the afore-mentioned record date shall receive the distribution only after their shares have been transferred to the book-entry system.
10. Decision on the discharge of the members of the Board of Directors and the President and CEO from liability
11. Decision on the remuneration of the members of the Board of Directors
The Company's Nomination Committee has announced as its recommendation that the following remunerations be paid to the Board of Directors:
As an annual fee for the term of office of the Board of Directors, the Chairman would receive
EUR 72,000, the Vice Chairman would receive EUR 49,000 and the other members would receive EUR 36,000 each. As a fee for each meeting attended, the Chairman would receive EUR 1,200, the Vice Chairman would receive EUR 900 and the other members would receive EUR 600 each. The travel expenses of all Board members would be paid in accordance with previously adopted practice. The afore-mentioned fees would 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% would be paid in cash and 40% in Orion Corporation B-shares, which would be acquired to the members during 4-8 April 2011 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 would be paid no later than 29 April 2011. The annual fees shall encompass the full term of office of the Board of Directors.
The recommendation by the Nomination Committee concerning the remuneration of the Board of Directors has not been presented to the Board, but the matter will be handled by the Annual General Meeting as a proposal by a shareholder.
12. Decision on the number of members of the Board of Directors
In accordance with the recommendation by the Company's Nomination Committee, the Board of Directors proposes to the AGM that the number of the members of the Board of Directors be six.
13. Election of the members and the Chairman of the Board of Directors
In accordance with the recommendation by the Nomination Committee, the Board of Directors proposes to the AGM that of the present members, Sirpa Jalkanen, Eero Karvonen, Matti Kavetvuo, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö would be re-elected for the next term of office.
Hannu Syrjänen would be re-elected as Chairman.
14. Decision on the remuneration of the Auditor
In accordance with the recommendation by the Board's Audit Committee, the Board of Directors proposes to the AGM that the reimbursements to the Auditor be paid on the basis of invoicing approved by the Company.
15. Election of the Auditor
In accordance with the recommendation by the Board's Audit Committee, the Board of Directors proposes to the AGM that PricewaterhouseCoopers Oy, authorised public accountants, be elected as the Company's auditor.
16. Proposal by the Board of Directors to reduce the share premium fund in the Balance Sheet
The Board of Directors proposes that, by decision of the AGM, the share premium fund in the Balance Sheet on 31 December 2010 be reduced by EUR 17,797,958.60 by transferring all the share premium assets into the reserve for invested unrestricted equity.
Procedure for the reduction of the share premium
According to the Finnish Limited Liability Companies Act which was effective until 31 August 2006, the share premium fund belongs to restricted equity. The Companies Act currently in force no more recognizes the concept of premium fund, but under the transitional provisions, the fund can be reduced in compliance with the provisions concerning reduction of equity.
Purpose of the reduction of the share premium
By the reduction of the fund, the equity structure becomes more flexible and distributable equity is increased.
17. Closing the Meeting
B. Documents of the Annual General Meeting
The unofficial English versions of the proposals of the Board of Directors and of the recommendations of the Committees as well as this Notice to the AGM are available on the website of Orion Corporation at www.orion.fi/en. The Financial Statement documents of Orion Corporation, which include the Financial Statements, the Report of the Board of Directors and the Auditor's Report, will be available on the above-mentioned website no later than 10 March 2011. The proposals of the Board of Directors and the Financial Statement documents will also be available at the AGM. Copies of these documents and this Notice will be sent to shareholders upon request.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Shareholders being registered in the Company's register of shareholders, maintained by Euroclear Finland Ltd, on 21 March 2011 have the right to attend the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the Company's register of shareholders.
A shareholder, who intends to participate in the Annual General Meeting, shall register for the Meeting by giving a prior notice of participation to the Company no later than 28 March 2011 at 10.00 a.m. Finnish time. The notice can be given in either of the following ways:
a) Through Internet, at www.orion.fi/en
b) By telephone to +358 10 426 5252 (Monday-Friday 8:00 a.m. - 4:00 p.m.)
c) By telefax to +358 10 426 2323
d) By letter to Orion Corporation, Treasury, P.O.Box 65, FI-02101 Espoo, Finland.
In the registration, a shareholder shall notify his/her name, personal identification code or the company code, address, phone number and the name of a possible assistant. The personal registering details submitted to Orion Corporation will only be used in connection with the AGM and necessary registrations relating to it.
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information on the matters dealt with at the Meeting.
2. Proxy representation and powers of attorney
A shareholder may participate in the Annual General Meeting by way of proxy representation.
A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Meeting. If a shareholder attends the Meeting by way of several proxy holders representing the shareholder with shares entered in different security accounts, the shares represented by each proxy holder must be identified when registering for the Annual General Meeting.
Possible proxies should be delivered in originals to Orion Corporation, Treasury, P.O.Box 65, FI-02101 Espoo, Finland, before the end of the registration period.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request early enough the necessary instructions concerning the registration in the Company's register of shareholders, the issuing of proxy documents and the registration for the AGM from his/her custodian bank. The holder of nominee registered shares who aims to participate in the Annual General Meeting, must be entered by the custodian bank in the Company's temporary register of shareholders no later than 28 March 2011, 10.00 a.m. Finnish time. The shareholders entered in the temporary shareholder register are regarded as having registered themselves for the AGM.
4. Other information
On 9 February 2011, the date of the Notice to the AGM, the total number of shares in Orion Corporation is 141,257,828, of which 47,483,699 are Class A shares and 93,774,129 are Class B shares. The total number of votes is 1,043,448,109, of which Class A shares account for 949,673,980 votes and Class B shares for 93,774,129 votes.
Espoo, 9 February 2011
Board of Directors
Timo Lappalainen Olli Huotari
President and CEO Senior VP, Corporate Functions
Timo Lappalainen, President and CEO, phone +358 10 426 3692
Olli Huotari, Senior VP, Corporate Functions, Secretary of the Board of Directors, phone +358 50 966 3054
Orionintie 1A, FI-02200 Espoo
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, oncology and critical care drugs, and Easyhaler® pulmonary drugs.
The Group's net sales in 2010 amounted to EUR 850 million. The Company invested EUR 86 million in research and development. At the end of 2010, the Group had about 3,100 employees, of whom 2,500 worked in Finland and the rest in other European countries. Orion's A and B shares are listed on NASDAQ OMX Helsinki.