Orion Corporation: Decisions by the AGM on 31 March 2011
Orion Corporation Stock Exchange Release 31 March 2011 at 4.15 p.m. EEST
At the Annual General Meeting of Orion Corporation held today, the following decisions were made:
The Annual General Meeting of Orion Corporation was held today in Helsinki. The following matters were handled at the meeting:
Adoption of the Financial Statements for 1 January - 31 December 2010
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2010.
Dividend EUR 1.20 per share
A dividend of EUR 1.20 per share was approved for 2010. The record date for the dividend payment is
5 April 2011 and the payment date is 12 April 2011.
EUR 0.06 per share as a repayment of capital
EUR 0.06 per share was decided to be distributed to the shareholders from the Expendable fund in the distributable equity as a repayment of capital. The record date for the repayment is 5 April 2011 and the payment date is 12 April 2011.
Discharge from liability
The members of the Board of Directors and the President were discharged from liability for the financial period of 1 January - 31 December 2010.
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 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 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 shall be paid no later than 29 April 2011. The annual fees encompass the full term of office of the Board of Directors.
Board of Directors re-elected in the previous composition.
Hannu Syrjänen re-elected as Chairman
The number of members in the Board of Directors was confirmed to be six. Sirpa Jalkanen, Eero Karvonen, Matti Kavetvuo, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö were re-elected to the Board of Directors for the next term of office. Hannu Syrjänen was re-elected as Chairman.
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.
Reduction of the share premium fund in the Balance Sheet
The share premium fund in Orion Corporation's Balance Sheet on 31 December 2010 was decided to be reduced by EUR 17,797,958.60 by transferring all the share premium assets into the reserve for invested unrestricted equity.
The minutes of the AGM will be provided in Finnish only, and they will become available on Orion's internet website, address www.orion.fi/agm2011, no later than 14 April 2011.
Timo Lappalainen Olli Huotari
President and CEO SVP, Corporate Functions
Terhi Ormio, VP, Communications, phone +358 50 966 4646
Orionintie 1A, 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, cancer and critical care drugs, and Easyhaler® pulmonary drugs.
The Group's net sales in 2010 amounted to approximately EUR 850 million. The Company invested EUR 85 million in research and development. At the end of 2010, the Group had a total of approximately 3,100 employees, of whom 2,450 worked in Finland and 650 in other European countries. Orion's A and B shares are listed on NASDAQ OMX Helsinki.