Information on the AGM of Orion Corporation held on 22 March 2004

The following decisions were made by the Annual General Meeting of Shareholders of Orion Corporation on 22 March 2004:

 

The Income Statement and the Balance Sheet for the company and the Group as per 31 December 2003 were adopted. The members the Board of Directors and the President were discharged from liability for the year 2003.

 

 

A dividend of EUR 1.60 per share was approved for 2003. The record date is 25 March 2004, and the dividend payment date will be 1 April 2004.  Of the dividend, EUR 0.60 is deemed as a special dividend, which differs from the company's normal dividend distribution policy, as mentioned in section II.3 of the terms and conditions of the Orion Corporation Warrants 2001 Programme. Therefore, the amount of the special dividend will be deducted from the share subscription price for warrants 2001C and 2001D. 

 

 

The proposal by the Board of Directors to change the Finnish corporate name to Orion Oyj was approved, and section 1 of the Bylaws was amended to read as follows: "The corporate name of the company is Orion Oyj, Orion Corporation in English. The registered office of the company shall be located in Espoo." The new corporate name will come into force as soon as the corresponding amendment of the Bylaws has been entered in the Trade Register. The English corporate name continues to be Orion Corporation.

 

 

The number of Board members was confirmed to be seven, after a voting. Also after a voting, Mr. Erkki Etola, Mr. Heikki Hakala and Mr. Heikki Vapaatalo were re-elected, and Mr. Eero Karvonen, Mr. Matti Kavetvuo, Mrs. Eeva Palotie and Mr. Vesa Puttonen were elected as new members to the Board of Directors until the end of the next Annual General Meeting. Matti Kavetvuo was elected Chairman of the Board of Directors.

  

 

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

 

 

The Board of Directors was re-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 2004 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 shares shall be acquired in proportion to the classes of the shares.

 

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.

 

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, 2004. Simultaneously, the authorisation to make a decision to acquire the company's own shares given by the Annual General Meeting of 27 March, 2003 was cancelled.

 

 

 

The 2004 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 1,497,516 may be A-shares and no more than 1,878,404 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 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, 2004. Simultaneously, the authorisation to make a decision to convey the company's own shares given by the Annual General Meeting of 27 March, 2003 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