- The resigning members of the Supervisory Board were re-elected and as new members Mr. Heikki Hakala and Mr. Heikki Vapaatalo.
- Mr. Juhani Aho will continue as Chairman and Mr. Ahti Tarkkanen as Vice Chairman of the Supervisory Board.
- Dividend of a total counter value of not exceeding EUR 1.27 (or FIM 7.55) to be paid on April 14, 2000.
- The amendment of By-Laws of the company and the reduction of the share capital accepted in accordance with the Board's proposals.
The following decisions were made by the Annual General Meeting of Orion Corporation held today:
- The Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet as per December 31, 1999 were adopted.
- A dividend of EUR 0.60 (or FIM 3.57) per share in cash and additionally in Istrumentarium Corporation shares at a counter value not exceeding EUR 0.67 (FIM 3.98) per share was approved for 1999. The record date is April 4, 2000 and the dividend payment date will be April 14, 2000 but due to technical reasons the shares and the cash dividend will be on the shareholder's accounts in the morning of April 17, 2000. The Board's complete proposal regarding the distribution of profits, as adopted by the AGM, is annexed hereto.
- The members of the Supervisory Board, the Board of Directors, and the Managing Director were released from liability for the year 1999.
- The number of members of the Supervisory Board was decided to be 16.
- Mr. Pekka Elovaara, Mr. Petteri Karttunen,
Mr. Jouko K. Leskinen and Mr. Timo Maasilta were re-elected as members of the Supervisory Board and as new members Mr. Heikki Hakala and Mr. Heikki Vapaatalo.
- Mr. Juhani Aho was re-elected Chairman and Mr. Ahti Tarkkanen Vice Chairman of the Supervisory Board.
- Mr. Pekka Luoma and Ms. Päivi Virtanen were elected as ordinary auditors, and Mr. Pekka Kiljunen and Mr. Juha Nenonen as deputy auditors.
- The following proposals by the Board of Directors were approved:
- The proposal to amend paragraph 3 of the By-Laws regarding the preemptive subscription rights of shares to comply with the current Finnish Companies Act.
- The proposal 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.
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