Decision by the Board of Directors to acquire own shares
ORION CORPORATION STOCK EXCHANGE RELEASE 23 APRIL 2013 at 1.00 PM EEST
The Board of Directors of Orion Corporation decided on 23 April 2013 on a share acquisition based on the authorisation by the Annual General Meeting on 19 March 2013. According to the decision, 500,000 Class B shares of Orion Corporation will be acquired. The acquisition will be started at the earliest on 2 May 2013 and it can continue until further notice. The acquisition of the shares will be executed in accordance with the terms of the authorisation by the Annual General Meeting.
The shares shall be acquired using funds in the company's distributable equity at the price of the acquisition moment quoted at trading on regulated market organised 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 2013 for key persons of the Orion Group. There is a weighty financial reason for the targeted share acquisition, 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 acquire the company's own shares are attached to this release. They were published in the stock exchange release of 19 March 2013 concerning the decisions of the Annual General Meeting of Orion Corporation.
The 2012 Financial Statements documents of Orion Corporation, the decision of the profit distribution made by the Annual General Meeting on 19 March 2013 as well as the Interim Report 1-3/2013 are available on the homepage http://www.orion.fi/en/News-and-media/, as provided in the Companies Act.
| Timo Lappalainen|
President and CEO
| Olli Huotari|
SVP, Corporate Functions
Olli Huotari, SVP, Corporate Functions
tel. +358 10 426 3054
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 Annual General Meeting 2013 of Orion Corporation 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 500,000 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 at trading on regulated market organised by NASDAQ OMX Helsinki Ltd ("Stock Exchange"), using funds in the Company's distributable equity.
The own shares shall be acquired through trading on regulated market organised by 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 Espoo, Finland
Orion is a globally operating Finnish company developing pharmaceuticals and diagnostic tests - a builder of well-being. Orion develops, manufactures and markets human and veterinary pharmaceuticals, active pharmaceutical ingredients and diagnostic tests. The company is continuously developing new drugs and treatment methods. Pharmaceutical R&D focuses on central nervous system drugs, oncology and critical care drugs, and Easyhaler® pulmonary drugs.
Orion's net sales in 2012 amounted to EUR 980 million and the company had about 3,500 employees. Orion's A and B shares are listed on NASDAQ OMX Helsinki.