(Abbreviation from the Finnish version) The Supervisory Board of Orion Corporation has decided today that the Annual General Meeting of the company will be held on Thursday, 30 March, at 5 p.m. at the company's premises in Espoo, at Orionintie 1. Matters to be handled at the Annual General Meeting: 1. The matters subject to the decision by the Annual General Meeting, as specified in paragraph 11 of the company's Bylaws 2. The proposal by the Board of Directors to amend paragraph 3 of the Bylaws.
The main contents of the proposal is as follows:
The current provisions concerning the preemptive subscription rights be eliminated from the Bylaws, whereby the preemptive rights to subscribe will be determined in accordance with Paragraph 2 of Section 4 of the Finnish Companies Act. 3. The proposal by the Board of Directors to lower the company's share capital by an amount of EUR 4,170,453.60 by invalidating the altogether 2,453,208 Orion Corporation shares owned by the subsidiary Oriola Oy. Shareholders being entered in the company's shareholder register, maintained by the Finnish Central Securities Depository, on no later than March 25, 2000 have the right to attend the annual General Meeting.
The registration period for attending the Annual General Meeting will close on Monday, 27 March, 2000 at 9.00 a.m. 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 Maarit Lönnberg, phone +358 9 429 3719, and Sanna Tonteri, phone +358 9 429 3718.
Registrations by letter must arrive to Orion Corporation no later than the aforementioned deadline. Possible proxies should be submitted together with the registration. Espoo, 6 March, 2000 Supervisory Board of Orion Corporation PROPOSAL BY THE BOARD OF DIRECTORS OF ORION COPRORATION REGARDING THE DISTRIBUTION OF PROFITS FOR 1999
The non-restricted equity shown in the Consolidated Balance Sheet as per 31 December, 1999 amounts to FIM 3,223 million (EUR 542 million), of which FIM 797 million (EUR 134 million) are not distributable. The corresponding parent company figure is FIM 1,713,059,780.80 (EUR 288,115,972.44), profit for the financial year 1999 accounting for FIM 1,330,249,538.28 (EUR 223,731,911.52) of the total. The Board of Directors proposes to the Annual General Meeting that, on the total of 69,971,629 shares, a dividend of EUR 0.60 (or FIM 3.57) be paid per share in cash and additionally, in Instrumentarium Corporation shares at a counter value not exceeding EUR 0.67 (FIM 3.98) per share. Hence, the total counter value of the dividend payment is EUR 88,863,968.83 (or FIM 528,361,165.39), i.e. EUR 1.27 (or FIM 7.55) per share, if not stated otherwise hereinunder.
For the purpose of this proposal, the Instrumentarium Corporation shares have been valued at the price quoted in the Helsinki Stock Exchange on 24 February, 2000, the day of the Board's original proposal, from which the dividend proposed by Instrumentarium Corporation for 1999 has been deducted, i.e. at EUR 32 (or FIM 190.26). The calculation of the total counter value is based on the ownership division of Orion Corporation shares by volume in the book-entry accounts on 24 February, 2000, the day of the Board's original proposal.
The proportion of the dividend to be paid in Instrumentarium Corporation shares will be paid in such a way that, based on the average price of one Instrumentarium Corporation share on 24 February, 2000, the day of the Board's original proposal, those shareholders having 300 or more Orion Corporation A-shares or B-shares per individual book-entry accounts, will receive one (1) Instrumentarium Share per approximately 47.6 Orion Corporation shares, however so that the ultimate amount of the Instrumentarium shares to be transferred will be determined by the actual dividend payment according to the terms specified below, taking into account the average price of the Instrumentarium share in the Helsinki Stock Exchange on the day of the dividend payment.
Those shareholders whose individual book-entry accounts include no more than 299 Orion Corporation A-shares or B-shares on the record day for the dividend payment, will receive the entire corresponding dividend in cash. Also those shareholders entitled to the dividend but whose shares have not been entered in book-entry accounts on the record day will receive the entire dividend in cash. If the average price of the Instrumentarium Corporation share is higher than EUR 32 (or FIM 190.26) on the dividend payment day, the total amount of transferrable shares will decrease from the afore-mentioned amount correspondingly, without changing the total counter value of the dividend. If the average share price on the dividend payment day is less than EUR 32 (or FIM 190.26), the total number of shares to be transferred will remain the same. In this case, those receiving the dividend entirely in cash will receive a correspondingly lower total dividend. Consequently, a declined share price will result in a lower total counter value of the dividend. For the part of shares that remain in the book-entry account after the division by the actual number of Orion Corporation shares entitling to one Instrumentarium share, the corresponding dividend will be paid in cash.
The Board also proposes that the property transfer tax due for payment in association with the dividend payment be paid by Orion Corporation. The record date for the dividend payment is 4 April, 2000.
The dividend payment date will be 14 April, 2000, but due to technical confirmations, the shares will be registered on the book-entry accounts in the morning of Monday, 17 April, 2000.
Shares acquired no later than 30 March, 2000 provide the right for the full dividend payment for 1999. To the shareholders whose share certificates have not been transferred into the book-entry securities system by 4 April, 2000, the record day for the dividend payment, the dividend will be paid only after the transfer has been made.
The Board of Directors will be authorised to implement possible adjustments and amendments that may be required by the dividend payment procedure. Additionally, the Board proposes that the following amounts be donated to medical research: Orion Corporation Research Foundation EUR 25,228.19 or FIM 150,000.00 Farmos Foundation for Research and Science EUR 25,228.19 or FIM 150,000.00 Other medical research EUR 50,456.38 or FIM 300,000.00 and that the balance of the profit for the financial year, after the profit distribution measures, will be retained in the profit and loss account. Espoo, 6 March, 2000 Board of Directors of Orion Corporation PROPOSAL BY THE BOARD OF DIRECTORS CONCERNING THE AMENDMENT OF PARAGRAPH 3 OF THE BYLAWS
The Board of Directors proposes to the Annual General Meeting of 2000 that the 2nd sentence of section 3 in paragraph 3 as well as sections 4, 5 and 6 in the same paragraph be deleted. The purpose of the amendment is to update the Bylaws to correspond to the provisions in paragraph 2 of Chapter 4 of the Finnish Companies Act concerning preemptive subscription rights of shares. As a result of the amendment, the current sections 7-14 of paragraph 2 will become sections 4-11 of paragraph 2. 6 March, 2000 Board of Directors of Orion Corporation PROPOSAL BY THE BOARD OF DIRECTORS CONCERNING THE LOWERING OF THE SHARE CAPITAL THROUGH THE INVALIDATION OF THE ORION CORPORATION SHARES HELD BY THE SUBSIDIARY ORIOLA OY Oriola Oy, a wholly-owned subsidiary of Orion Corporation, holds a total of 2,453,208 Orion Corporation A-shares, corresponding to 3.51% of all Orion Corporation shares and to 6.34% of all votes.
The Board of directors proposes that the share capital of Orion Corporation be lowered by EUR 4,170,453.60 from the current EUR 118,951,769.30 to EUR 114,781,315.70. The amount corresponding to the reduction will be transferred to the premium fund. The lowering of the share capital is implemented through the invalidation of the above-mentioned 2,453,208 Orion Corporation A-shares held by Oriola Oy, without consideration. Following the invalidation, the total of Orion Corporation shares will be 67,518,421, of which 34,565,547 are A-shares and 32,952,874 are B-shares. Neither the restricted nor the unrestricted shareholders' equity of Orion Corporation will be reduced due to the lowering of the share capital.
The purpose of the proposed lowering of the share capital is to dismantle the cross-ownership between Orion Corporation and Oriola Oy, and thereby increase the transparency of the Orion Group structure. The lowering of the share capital has no impact on the division of the voting rights among the shareholders, and its impact on the ownership base of the shares is insignificant, because the shares to be invalidated have no voting rights at Shareholders' Meetings, being owned by the wholly-owned subsidiary Oriola Oy. The invalidation has no impact on the number of shares or the number of votes held by the shareholders of Orin Corporation. The lowering of the share capital and the share invalidation will have no impact on the terms of the 1998 Bond Loan with Warrants for the company.
Espoo, 6 March, 2000
Board of Directors of Orion Corporation