Proposals by the Board of Directors to the AGM of Orion Corporation

The shareholders of Orion Corporation are convened to the Annual General Meeting of the Shareholders to be held on Tuesday, 22 March 2005 starting at 5 pm, at the Helsinki Fair Center, address: Messuaukio 1, 00520 Helsinki.

 

In addition to the matters specified in section 10 of the company's Bylaws as subject to the decision by the Annual General Meeting, the following proposals by the Board will be handled:

 

The Board of Directors proposes that except paragraph 1 all other paragraphs of section 5 be deleted. The purpose of the amendment is to simplify the structure of section 5 by deleting such mentionings of the tasks of the Board of Directors which are tasks of the Board already by law; the mentioning regarding the authorisation to sign the corporate name of the company, because such matter is governed by section 7 of the Bylaws, and the mentionings of the Board's committees and their tasks which is deemed as inappropriate to be included in the Bylaws. After the amendment, section 5 of the Bylaws will be read as follows:

 

5 §

The Board of Directors shall comprise at least five and at most eight members. The term of the members of the Board of Directors shall end at the end of the Annual General Meeting of the Shareholders following the election. The General Meeting of the Shareholders shall elect the Chairman of the Board of Directors and the Board of Directors shall elect the Vice Chairman of the Board of Directors, both for the same term as the other members. A person who has reached the age of 67 may not be elected member of the Board of Directors.

 

The Board of Directors proposes that the share capital of the company be lowered by EUR 3,039,368.80 from EUR 232,008,696.80 to EUR 228,969,328.00 by invalidating the 417,864 Orion Corporation A-shares and the 1,370,000 Orion Corporation B-shares. An amount corresponding to the amount by which the share capital is lowered will be transferred from the share capital to the premium fund, whereby the restricted shareholders' equity will not decrease in result of the share capital lowering. Because the shares to be invalidated are held by the company, the share capital lowering will have no impact on the distribution of shares or voting rights within the company.   

 

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 shares will be acquired in public trade on the Helsinki Stock Exchange at the current price of the acquisition moment. 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 2005. The authorisation to make a decision to acquire the company's own shares given by the Annual General Meeting of 22 March 2004 will end on 22 March 2005.

 

 

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 2,889,657 may be A-shares and no more than 3,844,734 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 2005. The authorisation to make a decision to convey the company's own shares given by the Annual General Meeting of 22 March 2004 will end on 22 March 2005.

 

According to the recommendation given by the nomination committee of Orion Corporation, the Board of Directors proposes that the number of the Board members be seven.

 

According to the recommendation by the committee the Board proposes that Mr. Erkki Etola, Mr. Eero Karvonen, Mr. Matti Kavetvuo, Mrs. Leena Palotie, Mr. Vesa Puttonen and Mr. Heikki Vapaatalo be re-elected, that Mr. Olli Riikkala be elected as a new member of the Board, and that Mr. Matti Kavetvuo be re-elected as the Chairman of the Board for the next term.

 

 

According to the recommendation by the audit committee of the Board of Directors, the Board  proposes that Ernst & Young Oy, which has named Mr. Pekka Luoma, Authorised Public Accountant as the designated auditor, be re-elected the Auditor, and that also Ms. Päivi Virtanen, Authorised Public Accountant, be re-elected the Deputy Auditor for the next term.

 

The Board of Directors proposes that a dividend of 0.55 euros per share be paid for the financial year that ended on 31 December 2004.

 

If the Annual General Meeting approves the proposal of the 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, 29 March 2005. The date of the dividend payment is 5 April 2005.

 

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 documents provided for in the Companies Act shall be held available from 1 March 2005 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.

 

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Orion Corporation

Corporate Administration

Orionintie 1A, 02200 Espoo

Homepage: www.orion.fi

 

Orion Corporation

Jukka Viinanen                 Olli Huotari
President and  CEO          General Counsel