The Annual General Meeting of the Shareholders of Orion Corporation will be held on Thursday, 27 March 2003 at 6 p.m. at the Marina Congress Center, Helsinki.
In addition to the matters subject to the decision by the AGM, as specified in section 10 of the company's Bylaws, the following proposals by the Board of Directors will be decided upon:
- Proposal by the Board of Directors to amend the Bylaws.
The Board of Directors proposes to the Annual General Meeting 2003 that the Annual General Meeting would amend the Bylaws of the company to merge the class A and class B shares to constitute one single class of shares. After the amendment all shares of the company would have equal rights in the company, such as one (1) vote per share at a General Meeting of the Shareholders.
The proposal means that sections 3 and 11 of the current Bylaws would be amended by deleting or amending the paragraphs referring to class A- or B-shares. From section 3, all paragraphs following the second paragraph would be deleted. The second paragraph of section 11 would be amended to read that each share of the company shall carry equal voting right at a General Meeting of the Shareholders. No other amendments would be made to the Bylaws.
According to the above mentioned, the Board of Directors proposes that sections 3 and 11 will be amended to read as follows:
3 §
The minimum share capital of the company shall be eighty five million (85,000,000) euros and its maximum share capital three hundred forty million (340,000,000) euros, within which limits the share capital may be raised or lowered without amending the Bylaws.
The nominal value of a share shall be one (1) euro and seventy (70) cents.
11 §
In order to have the right to participate in the General Meeting of the Shareholders, a shareholder shall submit a registration notice to the company at the latest on the date mentioned in the notice to convene, which may be at the earliest ten days prior to the meeting. In addition, the provisions of the Companies Act on the right to participate in the General Meeting of the Shareholders in a company the shares of which have been incorporated in the book-entry system shall be taken into account.
At the General Meeting of the Shareholders, each share shall carry one (1) vote.
A shareholder may not vote with a larger number of votes than 1/20 of the aggregate total number of votes carried by shares belonging to the different classes of shares represented at the General Meeting of the Shareholders. A precondition for the amendment of this section 11, paragraph 3 shall be that the decision is supported by at least 4/5 of the votes cast at the meeting and 4/5 of the shares represented at the meeting.
- 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 2003 authorises 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, using the shares as a part of the company's or its subsidiaries' key personnel's incentive plans or otherwise conveying or invalidating them.
The acquisition shall be done so that 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 other shareholders of the company.
The inner circle of the company, as defined in Chapter 1, Section 4 of the Companies Act, owns on 31 January, 2003 altogether 20 percent of all shares of the company and 31 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 sellers of such shares, it is not possible to announce the percentage of the inner circle's ownership of all shares and 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 27 March 2003. Simultaneously, the authorisation to make a decision to acquire the company's own shares given by the Annual General Meeting of 15 April 2002 is cancelled.
If the proposal of the Board of Directors to amend the Bylaws has not been approved by the Annual General Meeting of the Shareholders, the company's own shares are to be decided to be acquired in proportion to the classes of shares.
- Proposal by the Board of Directors for the decision authorising the Board of Directors to make a decision to convey the own shares of the company
The Board of Directors proposes that the Annual General Meeting 2003 authorises the Board of Directors to make a decision to convey own shares of the company, acquired previously or in the future, on the following terms and conditions:
The authorisation covers both previously acquired own shares of the company and such own shares of the company which will be acquired later, which altogether may represent no more than five (5) percent of the share capital of the company or of the voting rights attached to all shares of the company, i.e. no more than 3,375,920 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, financing or carrying out corporate acquisitions or other arrangements as well as using the shares as a part of the company's or its subsidiaries' key personnel's incentive plans are considered to be a weighty financial reason for the company.
The Board of Directors may decide to sell the shares 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 27 March 2003. Simultaneously, the authorisation to make a decision to convey the company's own shares given by the Annual General Meeting of 15 April, 2002 is cancelled.
If the proposal of the Board of Directors to amend the Bylaws has not been approved by the Annual General Meeting of the Shareholders, the second paragraph of this proposal will however read as follows:
The authorisation covers both previously acquired own shares of the company and such own shares of the company which will be acquired later, of which no more than 1,529,321 may be A-shares and no more than 1,846,599 may be B-shares.
Documents
The documents provided for in the Companies Act shall be held available after 3 March, 2003 at the latest for the shareholders at the head office of the company in Espoo, address: Orionintie 1 A, 02200 Espoo, and they will be sent to a shareholder upon request. The proposals by the Board of Directors, as a whole, will be sent to all shareholders whose address is known to the company.
Dividend payment
If the Annual General Meeting approves the Board of Directors' proposal for distribution of the profits for the financial year that ended on 31 December 2002, a dividend of 0.93 euros shall be paid to Orion Corporation shareholders entered in the shareholders' register maintained by the Finnish Central Securities Depository Ltd. on the record date, i.e. on 1 April 2003. Thus, shares acquired no later than 27 March 2003 entitle the shareholder to dividends for the year 2002. The date of the dividend payment is 8 April 2003.
The Invitation to the AGM will be available on the Orion Group homepage www.orion.fi as of 19 February 2003.
Jukka Viinanen Olli Huotari
President and CEO General Counsel
Publisher