The Committee recommends that the following proposal be presented to the AGM of 2007:
The number of Board members would be six. Eero Karvonen, Matti Kavetvuo, Leena Palotie and Vesa Puttonen would be re-elected and Hannu Syrjänen and Jukka Ylppö would be elected as new members to the Board of Directors for the next term of office. Matti Kavetvuo would be re-elected as Chairman.
Of the members of the present Board of Directors, Professor Heikki Vapaatalo is no more eligible to the Board due to the age limitation concerning the Board members provided in the Articles of Association. Of the recommended new members, Hannu Syrjänen is President and CEO of SanomaWSOY Corporation and Jukka Ylppö serves in specialist duties at ABB Oy.
The Nomination Committee also announces as its recommendation that the following remunerations be paid to the Board of Directors:
As an annual fee for the term of office of the Board of Directors, the Chairman would receive EUR 68,000, the Vice Chairman would receive EUR 47,000 and the other members would receive EUR 34,000 each. As a fee for each meeting attended, the Chairman would receive EUR 1,200, the Vice Chairman would receive EUR 900 and the other members would receive EUR 600 each. In accordance with previously adopted practice, the Chairman would have a telephone as a fringe benefit, and the travel expenses of all Board members would be paid in accordance with the travel policy of the company. The afore-mentioned fees would also be paid to the Chairmen and to the members of the committees established by the Board, for each committee meeting attended.
Of the annual fee, 60% would be paid in cash and 40% in Orion Corporation B-shares, which would be acquired to the members during 9-13 April 2007 from the Helsinki Stock Exchange in amounts corresponding to EUR 27,200 for the Chairman, EUR 18,800 for the Vice Chairman and EUR 13,600 for each of the other members. The part of the annual fee that is to be paid in cash corresponds to the approximate sum necessary for the payment of the income taxes on the fees and would be paid no later than 30 April 2007. The annual fees shall encompass the full term of office of the Board of Directors.
The Nomination Committee states that it will not give its recommendation for the remunerations to the Board of Directors, but the matter will be proposed by a shareholder at the AGM of 2007.
Jukka Viinanen Olli Huotari
President and CEO Senior Vice President, Corporate Functions
Orionintie 1A, 02200 Espoo