Orion Corporation: Decisions by the AGM on 25 March 2014
ORION CORPORATION STOCK EXCHANGE RELEASE 25 MARCH 2014 3.30 p.m. EET
At the Annual General Meeting of Orion Corporation held today, the following decisions were made:
A dividend of EUR 1.25 per share was confirmed to be paid for 2013. The record date for the dividend payment is 28 March 2014 and the payment date is 4 April 2014.
The proposals concerning the election and remuneration of the Board of Directors and the auditor, the number of the members of the Board of Directors and amendment of Section 12 of the Articles of Association were approved.
Sirpa Jalkanen, Eero Karvonen, Timo Maasilta, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö were re-elected to the Board of Directors. Mikael Silvennoinen was elected as a new member. Hannu Syrjänen was re-elected as Chairman.
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 2013
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2013.
Dividend EUR 1.25 per share
The proposed dividend of EUR 1.25 per share was approved. The record date for the dividend payment is 28 March 2014 and the payment date is 4 April 2014.
Discharge from liability
The members of the Board of Directors and the President and CEO were discharged from liability for the financial period of 1 January - 31 December 2013.
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 76,000, the Vice Chairman shall receive EUR 51,000 and the other members shall receive EUR 38,000 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. The travel expenses of all Board members shall be paid in accordance with previously adopted practice. The afore-mentioned fees for each committee meeting attended shall also be paid to the Chairmen and to the members of the committees established by the Board.
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 31 March - 4 April 2014 from the stock exchange in amounts corresponding to EUR 30,400 for the Chairman, EUR 20,400 for the Vice Chairman and EUR 15,200 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 2014. The annual fees encompass the full term of office of the Board of Directors.
Composition of the Board of Directors
Hannu Syrjänen re-elected as Chairman
The number of members in the Board of Directors was confirmed to be seven. Sirpa Jalkanen, Eero Karvonen, Timo Maasilta, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö were re-elected and Mikael Silvennoinen was elected as a new member 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 accountants, were re-elected as the Company's auditor. The remunerations to the Auditor shall be paid on the basis of invoicing approved by the Company.
Amendment to Section 12 of the Articles of Association
Section 12 of the Articles of Association of the Company was decided to be amended so that the notice to convene a General Meeting of the Shareholders shall be published on the Company's website no earlier than two (2) months and no later than three (3) weeks before the General Meeting, however, no later than nine (9) days before the record date of the General Meeting
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/agm2014, no later than 8 April 2014.
Timo Lappalainen Olli Huotari
President and CEO Senior Vice President, Corporate Functions
Olli Huotari, Senior Vice President, Corporate Functions, phone +358 50 966 3054
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 2013 amounted to EUR 1,007 million and the company had about 3,500 employees. Orion's A and B shares are listed on NASDAQ OMX Helsinki.