Matters to be handled at the Annual General Meeting:
1. The matters subject to the decision by the Annual General Meeting, as specified in section 11 of the company's Bylaws
2. The proposal by the Board of Directors to amend by the Bylaws
The main contents of the proposal concern the abolishment ofthe Supervisory Board by removing or amending the relevant provisions of the Bylaws. Other amendments relate to the specification of the company's line of business to correspond to the current situation (2 §), the specification of the system for the conversion of shares (3 §), the shortening of the term of the members of the Board of Directors to be from the election until the end of the following Annual General Meeting (5 § of the proposal), the transfer of the election of the Chairman of the Board of Directors to the General Meeting of the Shareholders (5 § of the proposal), the reduction of the number of auditors and the appointment of an Authorised Public Accountants Organisation as the only auditor of the company (9 § of the proposal) and other, mainly technical matters, as well as changes in the numbers of the provisions of the Bylaws.
3. Proposal by the Board of Directors for the decision authorising the Board of Directors to make a decision to acquire the company's own shares
The Board of Directors proposes that the Annual General Meeting 2002 will authorise the Board of Directors to make a decision to acquire the company's own shares with funds that can be used for the distribution of profit on the following terms and conditions:
The shares can be acquired for the purpose of developing the capital structure of the company, using the shares in financing corporate acquisitions or other arrangements or otherwise conveying or invalidating them.
The shares may be acquired in proportion to the classes of the shares so that no more than 1,663,798 A-shares and no more than 1,712,122 B-shares may be acquired. The acquisition shall be done so that, after the acquisition, the aggregate nominal value of the shares of the company owned by the company and its subsidiaries or the share of voting rights attached to them shall not exceed five (5) percent of the share capital or the voting rights attached to all shares of the company.
The acquisition of the shares will be done at the current price of the acquisition moment to be determined for the shares in public trade on the Helsinki Stock Exchange. The purchase price for the shares will be paid to the sellers according to the Rules of the Helsinki Stock Exchange and the Rules of the Finnish Central Securities Depository Ltd.
Because the acquisition will be done by purchasing the shares in public trade, the shares will not be acquired in proportion to the shareholders' holdings.
The acquisition of the shares will lower the company's distributable non-restricted equity.
Because the maximum amount of the shares to be acquired is less than five (5) percent of the share capital of the company and less than five (5) percent of the voting rights attached to all shares of the company, the acquisition of the shares will not have a significant impact on the division of ownership or voting rights of the shareholders of the company.
The inner circle of the company, as defined in Chapter 1, Section 4 of the Companies Act, owns on 28 February 2002 altogether approximately 23 percent of all shares of the company and approximately 36 percent of the voting rights attached to all shares of the company. Because the shares of the company will be acquired in public trade on the Helsinki Stock Exchange, without the company being aware of the identity of the sellers of such shares, it will not be possible to announce the percentage of the inner circle's ownership of all shares or of all voting rights after the acquisition.
The Board of Directors of the company may decide upon other conditions, if any, for the acquisition of the shares.
The authorisation is valid for one (1) year from the Annual General Meeting of 15 April 2002.
4. Proposal by the Board of Directors for the decision authorising the Board of Directors to make a decision to convey the acquired own shares of the company
The Board of Directors proposes that the Annual General Meeting 2002 will authorise the Board of Directors to make a decision to convey the own shares of the company to be acquired on the following terms and conditions:
The authorisation covers the own shares of the company, of which no more than 1,663,798 may be A-shares and no more than 1,712,122 may be B-shares.
The Board of Directors is authorised to decide to whom and in which order the shares of the company will be conveyed.
The Board of Directors may decide upon the conveyance of the shares in other than such proportion as the shareholders have pre-emptive right to the shares of the company if there is a weighty financial reason for the company for such deviation. Strengthening of the company's capital structure as well as financing or carrying out corporate acquisitions or other arrangements are considered to be a weighty financial reason for the company.
The Board of Directors may decide to sell the shares also in public trade on the Helsinki Stock Exchange.
The shares will be conveyed at least at their current value of the conveyance moment to be determined for the shares in public trade on the Helsinki Stock Exchange.
The Board of Directors may decide upon other conditions, if any, for the conveyance of the shares.
The authorisation is valid for one (1) year from the Annual General Meeting of 15 April 2002.
Documents
The documents provided for in the Companies' Act shall be held available for the shareholders at the head office of the company in Espoo, address: Orionintie 1, 02200 Espoo, and they will be sent to a shareholder upon request. The proposals by the Board of Directors, as a whole, have also been sent to all shareholders whose address is known to the company.
RIGHT TO ATTEND. REGISTRATION
Shareholders being entered in the company's shareholder register, maintained by the Finnish Central Securities Depository Ltd., on no later than 5 April 2002 have the right to attend the Annual General Meeting. Also those shareholders whose shares have not been entered in the book-entry system shall have the right to attend the Annual General Meeting, provided that the shareholder was entered in the share register of the company before 29 October 1993, in which event the shareholder shall at the Annual General Meeting submit his share certificate or other evidence that the ownership of the shares has not been entered in the book-entry account.
A shareholder shall inform the company of his intention to attend the Annual General Meeting at the latest on Wednesday 10 April 2002 before 4 p.m. Finnish time. Registrations in writing are requested to be addressed to Orion Corporation, Shareholder affairs, P.O.Box 65, FIN-02101 Espoo, Finland. Registrations by phone will be received by Ms. Maarit Lönnberg, phone +358 10 429 3719, or Ms. Lotta Lindström, phone +358 10 429 3718. Registrations by telefax should be transmitted to +358 10 429 2801. Registrations via internet can be done on the homepage www.orion.fi.
Registrations by letter or telefax or via internet must arrive in Orion Corporation no later than the aforementioned deadline. Possible proxies should be submitted together with the registration.
Espoo, 4 March 2002
Supervisory Board of Orion Corporation
Orion Corporation
Jukka Viinanen
President and CEO
Pauli Torkko
Executive Vice President, CFO
Publisher:
Orion Corporation
Corporate Administration
Orionintie 1, 02200 Espoo
Homepage: www.orion.fi
Corporate communications and investor relations:
Anne Allo, Corporate VP, Communications and IR
Phone +358 10 429 3735
Fax +358 10 429 2801
Mailto: anne.allo@orion.fi
The full press release can be downloaded from the following link: