Decisions by the AGM of Orion Corporation held on 22 March 2005

At the Annual General Meeting of Shareholders of Orion Corporation on 22 March 2005, the Income Statement and the Balance Sheet for the parent company and the Group as per 31 December 2004 were adopted. The members the Board of Directors and the President were discharged from liability for the year 2004.

 

A dividend of EUR 0.55 per share was approved for 2004. The record date is 29 March 2005, and the dividend payment date will be 5 April 2005. 

 

The Board's proposal for the composition of the Board of Directors was approved. In accordance with the recommendation of the nomination committee, the number of Board members was confirmed to be seven, and Mr. Erkki Etola, Mr. Eero Karvonen, Mr. Matti Kavetvuo, Mrs. Leena Palotie, Mr. Vesa Puttonen and Mr. Heikki Vapaatalo were re-elected for the next term. Mr. Olli Riikkala was elected as a new member, Mr. Heikki Hakala stepping down from the Board. Matti Kavetvuo was re-elected Chairman.

 

By decision of the AGM, the annual fee to the Chairman of the Board is EUR 64,800, to the Vice Chairman EUR 45,600 and to the other members EUR 32,400 each. Of the annual fee, 60% will be paid in cash and 40% in Orion B-shares which will be acquired to the members during 29 March - 8 April 2005. Additionally, EUR 1,500 will be paid to the Chairman, EUR 1,125 to the Vice Chairman, and EUR 750 to the other members for each meeting attended.

 

In accordance with the recommendation by the audit committee, Ernst & Young Oy was re-elected as auditor, Mr. Pekka Luoma, Authorised Public Accountant, being the designated auditor. Mrs. Päivi Virtanen, Authorised Public Accountant, was re-elected as deputy auditor.

 

The AGM approved the Board's proposal for the simplification of section 5 of the company's Bylaws. The amended section 5 was confirmed to read as follows:

 

"The Board of Directors shall comprise at least five and at most eight 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. A person who has reached the age of 67 may not be elected member of the Board of Directors."

 

Lowering of the company's share capital by invalidating the own shares held by the company

The AGM confirmed the Board's proposal concerning the lowering of the company's share capital by EUR 3,039,368.80 from EUR 232,008,696.80 to EUR 228,969,328.00 by invalidating the 417,864 Orion Corporation A-shares and the 1,370,000 Orion Corporation B-shares held by the company. The arrangement will neither reduce the restricted shareholders' equity, nor will it affect the distribution of shares or voting rights within the company.  

 

 

The Board of Directors was re-authorised to decide upon the acquisition and conveyance of the own shares of the company. The terms of the new authorisations 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 2005 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, 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 shares shall be acquired in proportion to the classes of the shares.

 

The shares will be acquired in public trade on the Helsinki Stock Exchange at the current price of the acquisition moment. 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 Board of Directors of the company will 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 22 March 2005.

 

 

 

The 2005 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 2,889,657 may be A-shares and no more than 3,844,734 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 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 will 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 22 March 2005.

 

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Orion Corporation

Corporate Administration

Orionintie 1A, 02200 Espoo

Homepage: www.orion.fi