The shareholders of Orion Corporation are convened to the Annual General Meeting of the Shareholders which will be held on Monday, March 22, 2004 at 5 p.m. at the Marina Congress Center, address: Katajanokanlaituri 6, 00160 Helsinki. In addition to the matters subject to the decision by the AGM, as specified in section 10 of the company's Bylaws, the following proposals by the Board of Directors will be decided upon:
-Proposal by the Board of Directors to amend section 1 of the Bylaws.
The Board of Directors proposes that the corporate name of the company will be changed to Orion Oyj and that section 1 of the Bylaws will be amended to read as follows:
1 §
The corporate name of the company is Orion Oyj, Orion Corporation in English. The registered office of the company shall be located in Espoo.
-Proposal by the Board of Directors for the decision authorising the Board of Directors to make a decision to acquire the company's own shares
The Board of Directors proposes that the Annual General Meeting authorises 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 is cancelled.
-Proposal by the Board of Directors for the decision authorising the Board of Directors to make a decision to convey the own shares of the company
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to make a decision to convey own shares of the company, acquired already or 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 is cancelled.
-Composition of the Board of Directors
The nomination and salary committee of the Board of Directors proposes to the Annual General Meeting that the number of the members of the Board of Directors is eight. The committee proposes that the Annual General Meeting re-elect the current members of the Board of Directors, i.e. Erkki Etola, Heikki Hakala, Petteri Karttunen, Eeva Kölli-Jäntti, Juhani Leikola, Tuomo Lähdesmäki, Heikki Vapaatalo and Matti Vuoria, also for the next term, and that Juhani Leikola be re-elected Chairman.
-Election of the Auditor
The audit committee of the Board of Directors proposes after having compared competing offers, that Ernst & Young Oy be re-elected the Auditor, Pekka Luoma, Authorised Public Accountant, being the designated auditor, and that also Päivi Virtanen, Authorised Public Accountant, be re-elected the Deputy Auditor for the next term.
Documents
The documents provided for in the Companies Act shall be held available from 1 March, 2004 for the shareholders at the head office of the company in Espoo, address: Orionintie 1A, 02200 Espoo, and they will be sent to a shareholder upon request. The notice to convene the Annual General Meeting has been sent to all shareholders whose address is known to the company.
Dividend payment
The Board of Directors proposes that a dividend of 1.60 euros per share be paid for the financial year that ended on 31 December 2003. Of the proposed dividend, 0.60 euros shall be 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 (i.e. 0.60 euros) shall be deducted from the share subscription price for warrants 2001C and 2001D.
If the Annual General Meeting approves the proposal of Board of Directors, the dividend shall be paid to Orion Corporation shareholders entered in the shareholders' register maintained by the Finnish Central Securities Depository Ltd. on the record date, i.e. on 25 March, 2004. The date of the dividend payment is
1 April, 2004.
1 April, 2004.
Shareholders having not registered their shares in the book-entry system by the record date for dividend payment shall receive the dividend payment only after registration of their shares in the system.
The Invitation to the AGM will be available on the Orion Group homepage www.orion.fi as of 14 February 2004.
Orion Corporation
Jukka Viinanen
President and CEO
Olli Huotari
General Counsel
Publisher