Information on the AGM of Orion Corporation held on 27 March 2003

The following decisions were made by the Annual General Meeting of Shareholders of Orion Corporation on 27 March 2003:

 

The Income Statement and the Balance Sheet for the parent company and the Group as per 31 December 2002 were adopted. The members the Board of Directors and the President were discharged from liability for the year 2002.

 

 

A dividend of  0.93 euros per share was approved for 2002. The record date is 1 April 2003, and the dividend payment date will be 8 April 2003.  Shares acquired no later than 27 March 2003 will entitle for the dividend for 2002.

 

 

The proposal by the Board of Directors concerning the merger of the class A and class B shares to constitute one single class of shares and to amend the Bylaws accordingly was rejected, after a voting.

 

 

The number of Board members was confirmed to be eight. Mr. Erkki Etola, Mr. Heikki Hakala, Mr. Petteri Karttunen, Mrs. Eeva Kölli-Jäntti, Mr. Juhani Leikola, Mr. Tuomo Lähdesmäki, Mr. Heikki Vapaatalo and Mr. Matti Vuoria were re-elected members of the Board of Directors until the end of the next Annual General Meeting. Professor Leikola was re-elected Chairman of the Board of Directors.

 

 

Ernst & Young Oy was elected as auditor (Pekka Luoma, Authorised Public Accountant, as designated auditor) and Mrs. Päivi Virtanen, Authorised Public Accountant, as deputy auditor.

 

 

The Board of Directors was authorised to decide upon the acquisition and conveyance of the own shares of the company. The terms are attached to this release.

 

  

Orion Corporation
 

Jukka Viinanen             Olli Huotari                
President and CEO       General Counsel

                

 

Heikki Vuonamo, Corporate VP, Communications, phone +358 10 429 4967 or +358 50 429 4967

 

 

 

 

 

The 2003 Annual General Meeting of Orion Corporation authorised 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.

 

The company's own shares shall be acquired in proportion to the classes of shares.

 

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 was cancelled.

 

 

 

The 2003 Annual General Meeting of Orion Corporation authorised the Board of Directors to decide upon the conveyance of the own shares of the company to be acquired 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, of which no more than 1,529,321 may be A-shares and no more than 1,846,599 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, 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 was cancelled.

 

 

Corporate Administration

Orionintie 1A, 02200 Espoo

Homepage: www.orion.fi

 

Corporate communications:

Heikki Vuonamo, Corporate VP, Communications

Phone +358 10 429 4967

Fax  +358 10 429 4435

Mailto: heikki.vuonamo@orion.fi