3/23/2022

Decisions taken by Orion Corporation’s Annual General Meeting on 23 March 2022

Decisions taken by Orion Corporation’s Annual General Meeting on 23 March 2022

ORION CORPORATION
STOCK EXCHANGE RELEASE / DECISIONS OF GENERAL MEETING
23 MARCH 2022 at 15.30 EET
        

Decisions taken by Orion Corporation’s Annual General Meeting on 23 March 2022

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

  • A dividend of EUR 1.50 per share was confirmed to be paid. The record date for the dividend payment is 25 March 2022 and the payment date is 1 April 2022.
  • 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.
  • Kari Jussi Aho, Ari Lehtoranta, Veli-Matti Mattila, Hilpi Rautelin, Eija Ronkainen and Mikael Silvennoinen were re-elected to the Board of Directors. Maziar Mike Doustdar and Karen Lykke Sørensen were elected as new members. Mikael Silvennoinen was re-elected as Chairman.
  • The AGM approved the Remuneration Report for the Company’s governing bodies for 2021.
  • The Board of Directors was authorised to decide on a share issue by issuing new shares.
  • The Board of Directors was authorised to decide to acquire the Company’s own shares.
  • The Board of Directors was authorised to decide on a share issue by conveying own shares.

The Annual General Meeting of Orion Corporation was held today on 23 March 2022 under special arrangements at Event Venue Eliel in Helsinki. In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting was held without shareholders’ or their proxy representatives’ presence at the meeting venue.

The following matters were handled at the meeting:
 
Adoption of the Financial Statements for 1 January - 31 December 2021

The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2021. 

Dividend EUR 1.50 per share

The AGM resolved, in accordance with the proposal by the Board of Directors, that a dividend of EUR 1.50 per share will be paid on the basis of the Balance Sheet confirmed for the financial year that ended on 31 December 2021. The record date for the dividend payment is 25 March 2022 and the payment date is 1 April 2022.

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 2021.

Remuneration Report

The AGM approved the Remuneration Report for the Company’s governing bodies for 2021. The resolution is advisory in accordance with the Finnish Companies Act.

Remunerations to be paid to the Board of Directors

The AGM decided that the following remunerations will be paid to the Board of Directors:
 
As an annual fee, the Chairman shall receive EUR 90,000, the Vice Chairman shall receive EUR 55,000 and the other members shall receive EUR 45,000 each. However, if a member of the Board acts as the Chairman of the Audit Committee or the R&D Committee, her/his annual fee shall be EUR 55,000. 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 the previously adopted practice. The aforementioned meeting attendance fees shall also be paid to the Chairmen and to the members of the committees established by the Board. The meeting attendance fees of Board members permanently resident outside Finland shall be doubled if the meeting is held outside the country of residence of such a member and the person attended the meeting at the place of the meeting.
           
Of the annual fee, 60% shall be paid in cash and 40% in Orion Corporation B-shares, which shall be acquired for the members over the period 29 April - 5 May 2022 from the stock exchange in amounts corresponding to EUR 36,000 for the Chairman, EUR 22,000 for the Vice Chairman and for the Board members acting as the Chairmen of the Audit Committee and the R&D Committee and EUR 18,000 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 2022. The annual fees shall 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. Potential statutory social security and pension costs incurring to Board members having permanent residence outside Finland shall be borne by Orion Corporation as required by the applicable national legislation.

Board members are required to retain ownership of the Orion Corporation B shares paid as fees for a period of two years from the date of payment of the fees. However, if the person's membership of the Board of Directors of the Company were to end before the expiry of the restriction on transfer, the restriction on transfer shall expire at the end of the membership of the Board of Directors.

Composition of the Board of Directors

The number of members of the Board of Directors was confirmed to be eight. Kari Jussi Aho, Ari Lehtoranta, Veli-Matti Mattila, Hilpi Rautelin, Eija Ronkainen and Mikael Silvennoinen were re-elected as members to the Board of Directors for the next term of office. Maziar Mike Doustdar and Karen Lykke Sørensen were elected as new members. Mikael Silvennoinen was re-elected as Chairman.

Auditor and their remuneration

Authorised Public Accountants KPMG Oy Ab were elected as the Company's auditor. The remunerations to the Auditor shall be paid on the basis of invoicing approved by the Company.

Authorising the Board of Directors to decide on a share issue by issuing new shares

The Board of Directors was authorised by the AGM to decide on a share issue by issuing new shares on the following terms and conditions: 

Number of new shares to be issued
On the basis of the authorisation, the Board of Directors shall be entitled to decide on the issuance of no more than 14,000,000 new Class B shares. The maximum number of shares to be issued corresponds to less than 10% of all shares in the Company and less than 2% of all votes in the Company.

The new shares may be issued only against payment.

Shareholder’s pre-emptive rights and directed share issue
New shares may be issued

  • in a targeted issue to the Company’s shareholders in proportion to their holdings at the time of the issue regardless of whether they own Class A or B shares; or

  • in a targeted issue, deviating from the shareholder’s pre-emptive rights, if there is a weighty financial reason, such as the development of the capital structure of the Company, using the shares as consideration in possible corporate acquisitions or other arrangements related to the Company’s business or financing investments. The authorisation may not be used as a part of the Company’s incentive system.

The new shares may not be issued to the Company itself.

Subscription price in the Balance Sheet
The amounts paid for new shares issued shall be recorded in the reserve for invested unrestricted equity.

Other terms and validity
The Board of Directors shall decide on other matters related to the issuance of shares.

The share issue authorisation concerning issuance of new shares shall be valid until the next Annual General Meeting of the Company.

This authorisation does not cancel the share issue authorisation given by the Annual General Meeting of Orion Corporation on 26 March 2019 concerning the conveyance of the Company’s own shares held by the Company.

Authorising the Board of Directors to decide to acquire the Company’s own shares

The Board of Directors was authorised by the AGM to decide on the acquisition of the Company’s own shares on the following terms and conditions:

Maximum number 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 Class B shares of the Company.

Consideration to be paid for the shares
The own shares shall be acquired at market price at the time of the acquisition quoted in trading on the regulated market organised by Nasdaq Helsinki Ltd (“Stock Exchange”), using funds in the Company’s unrestricted equity.

Targeted acquisition
The own shares shall be acquired otherwise than in proportion corresponding to the shareholders’ holdings in trading on the regulated market organised by the Stock Exchange. The shares shall be acquired and paid for in accordance with the rules of the Stock Exchange and Euroclear Finland Ltd.
  
Retaining, invalidation and conveyance of the shares
The own shares acquired by the Company can be retained, invalidated, or conveyed by the Company.
The shares can be acquired for using them 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 for 18 months from the decision of the Annual General Meeting.

Authorising the Board of Directors to decide on a share issue by conveying own shares

The Board of Directors was authorised by the AGM to decide on a share issue by conveying the Company’s own shares held by the Company on the following terms and conditions:

Maximum number of shares to be conveyed
On the basis of the authorisation, the Board of Directors shall be entitled to decide on the conveyance of no more than 1,000,000 own Class B shares held by the Company. The maximum number of own shares held by the Company to be conveyed represents approximately 0.7% of all shares in the Company and approximately 0.12% of all the votes in the Company.

Conveyance against and without payment
The own shares held by the Company can be conveyed either against or without payment.

Shareholder’s pre-emptive rights and targeted issue
The own shares held by the Company may be conveyed

  • by selling them in trading on the regulated market organised by Nasdaq Helsinki Ltd;
  • in a targeted issue to the Company’s shareholders in proportion to their holdings at the time of the conveyance regardless of whether they own Class A or B shares; or
  • in a targeted issue, deviating from the shareholder’s pre-emptive rights, if there is a weighty financial reason, such as using the shares as part of the Company’s incentive system. The targeted share issue can be without payment only if there is an especially weighty financial reason in view of the Company and the interests of all its shareholders.

Subscription price in the Balance Sheet
The amounts paid for own shares conveyed shall be recorded in the reserve for invested unrestricted equity.

Other terms and validity
The Board of Directors shall decide on other matters related to the conveyance of own shares.

The authorisation to convey own shares shall be valid for five years from the decision of the Annual General Meeting.

This decision cancels the corresponding share issue authorisation concerning conveyance of own shares given by the Annual General Meeting of Orion Corporation on 26 March 2019 to the extent the authorisation has not yet been exercised. This decision does not cancel the authorisation to the Board of Directors to decide on a share issue by issuing new shares set out in item 16 of this Annual General Meeting.

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/agm2022, no later than 6 April 2022.

Orion Corporation

Timo Lappalainen

President and CEO
    Olli Huotari

SVP, Corporate Functions
 

                                                
Contact person:
Olli Huotari, Senior Vice President, Corporate Functions
Phone +358 50 966 3054

Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo, Finland
http://www.orion.fi/en
http://www.twitter.com/OrionCorpIR

Orion is a globally operating Finnish pharmaceutical company – a builder of well-being. Orion develops, manufactures and markets human and veterinary pharmaceuticals and active pharmaceutical ingredients. The company is continuously developing new drugs and treatment methods. The core therapy areas of Orion's pharmaceutical R&D are neurological disorders, oncology and respiratory diseases for which Orion develops inhaled pulmonary medication. Orion's net sales in 2021 amounted to EUR 1,041 million and the company had about 3,350 employees at the end of the year. Orion's A and B shares are listed on Nasdaq Helsinki.