Matters to be handled at Orion's AGM on 21 March 2006

The Annual General Meeting of Orion Corporation will be held in Helsinki on Tuesday, 21 March 2006. In addition to the matters in accordance with section 10 of the Bylaws, the meeting will handle the Board's proposals concerning the compositions and remunerations of the Boards of Directors as well as the auditors to be elected for the demerging Orion Corporation and the two new companies resulting from the demerger, the new Orion Corporation and Oriola-KD Corporation. The proposed Board compositions and remunerations are as recommended by the Nomination Committee. A dividend of EUR 0.85 per share is proposed to be distributed for 2005.

 

The shareholders of Orion Corporation are convened to the Annual General Meeting of the Shareholders
on Tuesday, 21 March 2006 at 17.00 pm. at the Congress Center of the Helsinki Fair Center, address: Messuaukio 1, 00520 Helsinki.

 

 

The following matters will be handled:

 

 

 

According to the Demerger Plan approved by the Extraordinary General Meeting of the Shareholders of Orion Corporation on 19 December 2005, the Annual General Meeting shall elect the Boards of Directors for the demerging Orion Corporation and for the new Orion Corporation and Oriola-KD Corporation resulting from the demerger. In accordance with the recommendation by the nomination committee of the company, the Board of Directors of Orion Corporation proposes to the Annual General Meeting that the compositions of the Boards and the remunerations of the members be confirmed as follows:

 

 

 

The number of members in the Board of Directors of the present Orion Corporation is proposed to be seven and the members of the current Board are proposed to be re-elected, i.e., Erkki Etola, Eero Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen, Olli Riikkala and Heikki Vapaatalo. Matti Kavetvuo is proposed to be re-elected as Chairman.

 

The following remunerations for the Board of Directors are proposed to be confirmed:

 

As a fee for the Board's term of office, the Chairman shall receive EUR 16,200, the Vice Chairman shall receive EUR 11,400 and the other members shall receive EUR 8,100 each. The exceptional duration of the term of office has been taken into account in the fee which corresponds to one-fourth of a fee for a full-year term. The fee for the period shall be paid on 30 April 2006.

As a fee for each meeting attended, the Chairman shall receive EUR 1,500, the Vice Chairman shall receive EUR 1,125 and the other members shall receive EUR 750 each. Respectively, the same fees shall be paid to the Chairmen and to the members of the committees established by the Board, for each committee meeting attended. Additionally, the afore-mentioned fees shall be paid for also those meetings of the Board held after the end of its term of office for handling matters such as the final accounts of the demerged company, the invitation to the shareholders' meeting, or any other matter necessary due to the demerger.

 

The Chairman of the Board shall have a telephone as a fringe benefit, and the travel expenses of all Board members shall be paid in accordance with the travel policy of the company.

 

 

 

The Board proposes that the number of members in the Board of Directors of the new Orion Corporation be six and that the following persons be elected to the Board for the next term of office: Erkki Etola, Eero, Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen and Heikki Vapaatalo. Matti Kavetvuo is proposed to be elected as Chairman.

 

The following remunerations for the Board of Directors are proposed to be confirmed:

 

As a fee for the term of the Board, the Chairman shall receive EUR 48,600, the Vice Chairman shall receive EUR 34,200 and the other members shall receive EUR 24,300 each. The exceptional duration of the term of office has been taken into account in the fee which corresponds to three quarters of a fee for a full-year term. The fee for the period shall be paid on 31 July 2006.

 

As a fee for each meeting attended, the Chairman shall receive EUR 1,200, the Vice Chairman shall receive EUR 900 and the other members shall receive EUR 600 each. Respectively, the same fees shall be paid to the Chairmen and to the members of the committees established by the Board, for each committee meeting attended. Additionally, the afore-mentioned fees shall be paid for also those meetings of the Board held before the beginning of its term of office for handling matters defined in the Demerger Plan, such as the appointment of the President or the election of a Vice Chairman for the Board, or otherwise held for preparatory measures for the new company. 

 

The Chairman of the Board shall have a telephone as a fringe benefit, and the travel expenses of all Board members shall be paid in accordance with the travel policy of the company.

 

 

 

The Board proposes that the number of members in the Board of Directors of Oriola-KD Corporation be six and that the following persons be elected to the Board for the next term of office: Pauli Kulvik, Outi Raitasuo, Antti Remes, Olli Riikkala, Jaakko Uotila and Mika Vidgrén. Olli Riikkala is proposed to be elected as Chairman.

 

The following remunerations for the Board of Directors are proposed to be confirmed:

 

As a fee for the term of the Board, the Chairman shall receive EUR 30,000, the Vice Chairman shall receive EUR 18,750 and the other members shall receive EUR 15,000 each. The exceptional duration of the term of office has been taken into account in the fee which corresponds to three quarters of a fee for a full-year term. The fee for the period shall be paid on 31 July 2006.

 

As a fee for each meeting attended, the Chairman shall receive EUR 800, the Vice Chairman shall receive EUR 400 and the other members shall receive EUR 400 each. Respectively, the same fees shall be paid to the Chairmen and to the members of the committees established by the Board, for each committee meeting attended. Additionally, the afore-mentioned fees shall be paid for also those meetings of the Board held before the beginning of its term of office for handling matters defined in the Demerger Plan, such as the appointment of the President or the election of a Vice Chairman for the Board, or otherwise held for preparatory measures for the new company. 

 

The Chairman of the Board shall have a telephone as a fringe benefit, and the travel expenses of all Board members shall be paid in accordance with the travel policy of the company.

 

 

 

 

According to the Demerger Plan approved by the Extraordinary General Meeting of the Shareholders of Orion Corporation on 19 December 2005, the Annual General Meeting shall elect the auditors and deputy auditors for the demerging Orion Corporation as well as for the new Orion Corporation and Oriola-KD Corporation resulting from the demerger. In accordance with the recommendation by the audit committee of the Board of Directors, the Board proposes that the auditors and the deputy auditors be elected and that their remuneration be confirmed as follows: 

 

 

The Board proposes that Ernst & Young Oy be re-elected as Auditor for the present Orion Corporation for the next term and that Päivi Virtanen, Authorised Public Accountant, be re-elected as Deputy Auditor. The remuneration of the auditor is proposed to be approved on the basis of invoicing.

 

 

The Board proposes that Ernst & Young Oy be elected as Auditor for the new Orion Corporation for the next term and that Päivi Virtanen, Authorised Public Accountant, be elected as Deputy Auditor. The remuneration of the auditor is proposed to be approved on the basis of invoicing.

 

 

The Board proposes that Ernst & Young Oy be elected as Auditor for the new Orion Corporation for the next term and that Juha Nenonen, Authorised Public Accountant, be elected as Deputy Auditor. The remuneration of the auditor is proposed to be approved on the basis of invoicing.

 

 

 

The Board of Directors proposes that a dividend of 0.85 euros per share be paid for the financial year that ended on 31 December 2005.

 

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, 24 March 2006. The date of the dividend payment is 31 March 2006.

 

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 as of 1 March 2006 for the shareholders at the head office of the company in Espoo, address: Orionintie 1 A, 02200 Espoo, and they will be sent to a shareholder upon request.

 

The Notice to Convene the Annual General Meeting will be available on Orion's homepage www.orion.fi as of 10 February 2006.

 

 

 

 

 

 

 

 

Orion Corporation

 

 

 

Jukka Viinanen                                        Olli Huotari

President and CEO                                  General Counsel

 

 

 

 

 

 

Jukka Viinanen, President and CEO, Orion Corporation, phone +358 10 429 3710                   

Olli Huotari, General Counsel, phone +358 10 429 3054

 

 

 

 

 

 

 

 

 

 

 

 

 

Helsinki Exchanges

Media

 

Orion Corporation

Corporate Administration

Orionintie 1A, 02200 Espoo

Homepage: www.orion.fi