3/22/2017

Orion Corporation: Decisions by the AGM on 22 March 2017

ORION CORPORATION         STOCK EXCHANGE RELEASE 22 MARCH 2017 at 4.00 P.M. EET             
         

At the Annual General Meeting of Orion Corporation held today, the following decisions were made:

  • A total dividend of EUR 1.55 per share was confirmed to be paid. The record date for the dividend payment is 24 March 2017 and the payment date is 31 March 2017.
  • The proposals concerning the election and remuneration of the Board of Directors and the auditor and the number of the members of the Board of Directors were approved.
  • Sirpa Jalkanen, Timo Maasilta, Eija Ronkainen, Mikael Silvennoinen and Heikki Westerlund were re-elected to the Board of Directors. Ari Lehtoranta and Hilpi Rautelin were elected as new members. Heikki Westerlund was elected as Chairman.
  • Sections 5 and 9(1) of the Articles of Association were amended.

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 2016

The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2016.

Total dividend EUR 1.55 per share

The proposed dividend of EUR 1.35 per share and in addition, in honor of Orion's centenary, an extra dividend of EUR 0.20 per share, i.e., in total a dividend of EUR 1.55 per share was approved. The record date for the dividend payment is 24 March 2017 and the payment date is 31 March 2017.

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 2016.

Remunerations to be paid to the Board of Directors

The AGM decided that as an annual fee, the Chairman shall receive EUR 84,000, the Vice Chairman shall receive EUR 55,000 and the other members shall receive EUR 42,000 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 the Board members shall be paid in accordance with previously adopted practice. The aforementioned 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 27 April - 4 May 2017 from the stock exchange in amounts corresponding to EUR 33,600 for the Chairman, EUR 22,000 for the Vice Chairman and EUR 16,800 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 31 May 2017. The annual fees encompass the full term of office of the Board of Directors.
             
In addition, the AGM decided that the Company shall pay the transfer tax related to the part of the annual fee of the Board of Directors paid in shares.

Composition of the Board of Directors

Heikki Westerlund elected as Chairman

The number of members in the Board of Directors was confirmed to be seven. Sirpa Jalkanen, Timo Maasilta, Eija Ronkainen, Mikael Silvennoinen and Heikki Westerlund were re-elected and Ari Lehtoranta and Hilpi Rautelin were elected as new members to the Board of Directors for the next term of office. Heikki Westerlund was 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 Sections 5 and 9(1) of the Articles of Association   

Section 5 of the Articles of Association was decided to be amended so that the last sentence of section 5 concerning the maximum age (67 years) of a person to  be elected member of the Board of Directors was removed. Due to the amendment, section 5 of the Articles of Association is in its entirety as follows:

"The Board of Directors shall comprise at least five (5) and at most eight (8) members. The term of the members of the Board of Directors shall end at the end of the Annual General Meeting of the Shareholders following the election. The General Meeting of the Shareholders shall elect the Chairman of the Board of Directors and the Board of Directors shall elect the Vice Chairman of the Board of Directors, both for the same term as the other members."

In addition, the first paragraph of section 9 of the Articles of Association was decided to be amended to correspond to the amended wording of the Auditing Act. Due to the amendment, the first paragraph of section 9 of the Articles of Association is in its entirety as follows:

"The company shall have one auditor, which shall be Authorised Public Accountants."

The minutes of the AGM will be provided in Finnish only, and they will become available on Orion's website, http://www.orion.fi/en/agm2017, no later than 5 April 2017.

Orion Corporation

Timo Lappalainen
President and CEO
  Olli Huotari
SVP, Corporate Functions
 

                                                                                                                                   
Contact person:
Olli Huotari, SVP, Corporate Functions, phone +358 50 966 3054

Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo, Finland
Homepage: www.orion.fi

Orion is a globally operating Finnish pharmaceutical company - 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. The core therapy areas of Orion's pharmaceutical R&D are central nervous system (CNS) disorders, oncology and respiratory for which Orion developes inhaled Easyhaler® pulmonary drugs. Orion's net sales in 2016 amounted to EUR 1,074 million and the company had about 3,500 employees. Orion's A and B shares are listed on Nasdaq Helsinki. Founded in 1917, Orion celebrates its centennial anniversary in 2017.