Recommendation by the nomination committee concerning Boards of Directors to be elected by the AGM of Orion Corporation

Stock Exchange Release 30 January 2006 at 18.00 pm

 

The nomination committee of Orion Corporation has given its recommendation to the Board of Directors of the company for the proposals to the Annual General Meeting 2006 concerning the compositions and the remunerations of the Boards of Directors to be elected. In accordance with the Demerger Plan of Orion, the AGM will elect the Boards of Directors for the demerging Orion Corporation as well as for the new Orion Corporation and Oriola-KD Corporation resulting from the demerger.

The nomination committee recommends that the following proposals be made by the Board of Directors of Orion Corporation to the AGM, which will be held on 21 March 2006:

 

 

 

The committee recommends that the number of Board members be seven and that the members of the current Board of Directors be re-elected to the Board:

 

Erkki Etola
Eero Karvonen
Matti Kavetvuo
Leena Palotie
Vesa Puttonen
Olli Riikkala
Heikki Vapaatalo.

The committee recommends that Matti Kavetvuo be re-elected as Chairman.

 

The following remunerations for the Board of Directors are recommended 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 committee recommends 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:

 

Erkki Etola
Eero Karvonen
Matti Kavetvuo
Leena Palotie
Vesa Puttonen
Heikki Vapaatalo.

The committee recommends that Matti Kavetvuo be elected as Chairman.

 

The following remunerations for the Board of Directors are recommended 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 committee recommends 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:

 

Pauli Kulvik
Outi Raitasuo
Antti Remes

Olli Riikkala
Jaakko Uotila
Mika Vidgrén.

The committee recommends that Olli Riikkala be elected as Chairman.

 

The following remunerations for the Board of Directors are recommended 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. 

 

According to the recommendation, the Chairmen of all the three Boards of Directors 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.

 

Orion Corporation

 

 

Jukka Viinanen                                       

President and CEO                                 

 

Olli Huotari

General Counsel

  

 

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Orion Corporation

Corporate Administration

Orionintie 1A, 02200 Espoo

Homepage: www.orion.fi