At the Annual General Meeting of Orion Corporation held today, the following decisions were made:
- A dividend of EUR 0.85 per share will be paid for 2005, payment date 31 March 2006.
- The Board members for the present Orion Corporation as well as for the two new companies resulting from the demerger of Orion were elected in accordance with the proposal by Board of Directors. Accordingly, the Board of Directors of the present Orion Corporation was re-elected, with Matti Kavetvuo as Chairman. Erkki Etola, Eero, Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen and Heikki Vapaatalo were elected to the Board of Directors of the new Orion Corporation, with Matti Kavetvuo as Chairman. Pauli Kulvik, Outi Raitasuo, Antti Remes, Olli Riikkala, Jaakko Uotila and Mika Vidgrén were elected to the Board of Directors of Oriola-KD Corporation, with Olli Riikkala as Chairman.
The Annual General Meeting of Orion Corporation was held today in Helsinki. In addition to the matters in accordance with section 10 of the Bylaws, the meeting handled the Board's proposals concerning the elections and remunerations of the Boards of Directors and the auditors for the demerging Orion Corporation and the two new companies resulting from the demerger, the new Orion Corporation and Oriola-KD Corporation.
Adoption of Financial Statements 2005
The Annual General Meeting of the shareholders of Orion Corporation on 21 March 2006 confirmed the Income Statements and the Balance Sheets for the parent company and the Group as per 31 December 2005. The members the Board of Directors and the President were discharged from liability for the year 2005.
Dividend EUR 0.85 per share
A dividend of EUR 0.85 per share was approved for 2005. The record date is 24 March 2006, and the dividend payment date is 31 March 2006.
Boards of Directors and Auditors elected and remunerations confirmed
According to the Demerger Plan, the Annual General Meeting elected the Boards of Directors and auditors for the demerging Orion Corporation and for the new Orion Corporation and Oriola-KD Corporation resulting from the demerger. The members of the Boards, the auditors and their remunerations were confirmed in accordance with the recommendation by the nomination committee and the proposal by the Board, as follows:
Present Orion Corporation
The number of members in the Board of Directors of the present Orion Corporation is seven, and the former members were re-elected, i.e., Erkki Etola, Eero Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen, Olli Riikkala and Heikki Vapaatalo. Matti Kavetvuo was re-elected as Chairman.
The following remunerations for the Board of Directors were confirmed:
As a fee for the Board's term of office, the Chairman shall receive EUR 16,200, the Vice Chairman shall receive EUR 11,400 and the other members shall receive EUR 8,100 each. The exceptional duration of the term of office has been taken into account in the fee which corresponds to one-fourth of a fee for a full-year term. The fee for the period shall be paid on 30 April 2006.
As a fee for each meeting attended, the Chairman shall receive EUR 1,500, the Vice Chairman shall receive EUR 1,125 and the other members shall receive EUR 750 each. Respectively, the same fees shall be paid to the Chairmen and to the members of the committees established by the Board, for each committee meeting attended. Additionally, the afore-mentioned fees shall be paid for also those meetings of the Board held after the end of its term of office for handling matters such as the final accounts of the demerged company, the invitation to the shareholders' meeting, or any other matter necessary due to the demerger.
The Chairman of the Board shall have a telephone as a fringe benefit, and the travel expenses of all Board members shall be paid in accordance with the travel policy of the company.
Ernst & Young Oy were re-elected as Auditor for the present Orion Corporation for the next term, with Pekka Luoma, Authorised Public Accountant, as the designated auditor. Päivi Virtanen, Authorised Public Accountant, was re-elected as Deputy Auditor. The auditing is remunerated on the basis of invoicing.
New Orion Corporation resulting from the demerger
The number of members in the Board of Directors of the new Orion Corporation resulting from the demerger was confirmed to be six, and Erkki Etola, Eero, Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen and Heikki Vapaatalo were elected to the Board for the next term of office. Matti Kavetvuo was elected as Chairman.
The following remunerations for the Board of Directors were confirmed:
As a fee for the term of the Board, the Chairman shall receive EUR 48,600, the Vice Chairman shall receive EUR 34,200 and the other members shall receive EUR 24,300 each. The exceptional duration of the term of office has been taken into account in the fee which corresponds to three quarters of a fee for a full-year term. The fee for the period shall be paid on 31 July 2006.
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. Respectively, the same fees shall be paid to the Chairmen and to the members of the committees established by the Board, for each committee meeting attended. Additionally, the afore-mentioned fees shall be paid for also those meetings of the Board held before the beginning of its term of office for handling matters defined in the Demerger Plan, such as the appointment of the President or the election of a Vice Chairman of the Board, or otherwise held for preparatory measures for the company.
The Chairman of the Board shall have a telephone as a fringe benefit, and the travel expenses of all Board members shall be paid in accordance with the travel policy of the company.
Ernst & Young Oy were elected as Auditor for the new Orion Corporation for the next term, with Pekka Luoma, Authorised Public Accountant, as the designated auditor. Päivi Virtanen, Authorised Public Accountant, was elected as Deputy Auditor. The auditing is remunerated on the basis of invoicing.
Oriola-KD Corporation resulting from the demerger
The number of members in the Board of Directors of Oriola-KD Corporation resulting from the demerger was confirmed to be six, and Pauli Kulvik, Outi Raitasuo, Antti Remes, Olli Riikkala, Jaakko Uotila and Mika Vidgrén were elected to the Board for the next term of office. Olli Riikkala was elected as Chairman.
The following remunerations for the Board of Directors were confirmed:
As a fee for the term of the Board, the Chairman shall receive EUR 30,000, the Vice Chairman shall receive EUR 18,750 and the other members shall receive EUR 15,000 each. The exceptional duration of the term of office has been taken into account in the fee which corresponds to three quarters of a fee for a full-year term. The fee for the period shall be paid on 31 July 2006.
As a fee for each meeting attended, the Chairman shall receive EUR 800, the Vice Chairman shall receive EUR 400 and the other members shall receive EUR 400 each. Respectively, the same fees shall be paid to the Chairmen and to the members of the committees established by the Board, for each committee meeting attended. Additionally, the afore-mentioned fees shall be paid for also those meetings of the Board held before the beginning of its term of office for handling matters defined in the Demerger Plan, such as the appointment of the President or the election of a Vice Chairman of the Board, or otherwise held for preparatory measures for the company.
The Chairman of the Board shall have a telephone as a fringe benefit, and the travel expenses of all Board members shall be paid in accordance with the travel policy of the company.
Ernst & Young Oy were elected as Auditor for Oriola-KD Corporation for the next term, with Rabbe Nevalainen, Authorised Public Accountant, as the designated auditor. Juha Nenonen, Authorised Public Accountant, was elected as Deputy Auditor. The auditing is remunerated on the basis of invoicing.
Orion Corporation
Jukka Viinanen Olli Huotari
President and CEO General Counsel
Contact person:
Heikki Vuonamo, Corporate VP, Communications, phone +358 10 429 4967, or gsm +358 50 429 4967
Distribution:
Helsinki Exchanges
Media
Publisher:
Orion Corporation
Corporate Administration
Orionintie 1A, 02200 Espoo
Homepage: www.orion.fi