The Annual General Meeting of Orion Corporation will be held at the Helsinki Fair Centre on Tuesday, 25 March 2008 at 14.00 p.m. In addition to the matters in accordance with section 10 of the Articles of Association and Section 3 of Chapter 5 of the Companies Act, the meeting will handle the Board's proposals concerning authorisations to the Board of Directors to acquire and convey the company's own shares, and the election and remuneration of the Board of Directors and the auditors. A dividend of EUR 1.00 per share is proposed to be distributed for 2007.
The shareholders of Orion Corporation are convened to the Annual General Meeting of the Shareholders on Tuesday, 25 March 2008 at 14.00 p.m. at the Amfi Hall of the Helsinki Fair Centre, address: Messuaukio 1, 00520 Helsinki.
The matters to be handled at the meeting
1. Matters specified in section 10 of the company's Articles of Association and Section 3 of Chapter 5 of the Companies Act as subject to the decision by the Annual General Meeting
2. Authorisation concerning the acquisition of the company's own shares
The Board of Directors proposes to the AGM that the Board be authorised to decide on the acquisition of the company's own shares on the following terms and conditions:
Maximum amount of shares to be acquired
On the basis of the authorisation, the Board of Directors shall be entitled to decide on the acquisition of no more than 2,400,000 B-shares of Orion Corporation.
Consideration to be paid for the shares
The own shares shall be acquired at the price of the acquisition moment quoted in public trade arranged by OMX Nordic Exchange Helsinki Oy ("Stock Exchange"), using funds in the company's non-restricted equity.
Targeted acquisition
The own shares shall be acquired in public trade on the Stock Exchange in a proportion not corresponding to the shareholders' holdings. The shares shall be acquired and paid for in accordance with the rules of the Stock Exchange and the Finnish Central Securities Depository Ltd.
Holding, invalidation and conveyance of the shares
The shares acquired can be kept, invalidated, or further conveyed by the company.
The shares can be acquired for the purpose of developing the capital structure of the company, for using them for financing possible corporate acquisitions or other business arrangements of the company, for financing capital expenditure, as part of the company's incentive system, or otherwise conveying or invalidating them.
No more than 350,000 B-shares of the company can be acquired for the company's incentive system, for conveyance to the persons included in the system.
Other terms and validity
The Board of Directors shall decide on other matters related to the acquisition of own shares.
The authorisation to acquire own shares shall be valid until the end of the year 2009 Annual General Meeting of the Shareholders.
3. Authorisation concerning the conveyance of the company's own shares
The Board of Directors proposes to the AGM that the Board be authorised to decide on the conveyance of the company's own shares on the following terms and conditions:
Maximum amount of shares to be conveyed
On the basis of the authorisation, the Board of Directors shall be entitled to decide on the conveyance of no more than 2,400,000 B-shares of Orion Corporation.
Conveyance against and without payment
The own shares held by the company can be conveyed either against or without payment.
Conveyance of own shares, shareholders' pre-emptive rights, and targeted issue
The own shares held by the company can be conveyed
- by selling them in public trade arranged by OMX Nordic Exchange Helsinki Oy ("Stock Exchange");
- in a targeted issue to the company's shareholders in the proportion corresponding to their holdings at the moment of the conveyance regardless of whether they own A- or B-shares; or
- in a targeted issue, deviating from the shareholders' pre-emptive rights, if there is a weighty financial reason, such as the development of the capital structure of the company, using the shares for financing possible corporate acquisitions or other business arrangements of the company, financing capital expenditure or as part of the company's incentive system. The targeted share issue can be without payment only if there is an especially weighty financial reason in view of the company and the benefit of all its shareholders.
- As part of the company's incentive system, no more than 350,000 B-shares of the company can be conveyed to the persons included in the system.
Subscription price in the Balance Sheet
The amounts paid for own shares conveyed shall be recorded in a fund in the non-restricted equity.
Other terms and validity
The Board of Directors shall decide on other matters related to the conveyance of own shares.
The authorisation to convey own shares shall be valid until the end of the year 2009 Annual General Meeting of the Shareholders.
4. Composition and remuneration of the Board of Directors
In accordance with the proposal given by the Nomination Committee of the company, the Board of Directors proposes to the AGM that the composition of the Board of Directors be decided on as follows:
The number of Board members would be six. The present members, i.e. Eero Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen, Hannu Syrjänen and Jukka Ylppö would be re-elected for the next term of office. Matti Kavetvuo would be re-elected as Chairman.
The Nomination Committee has also announced 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 72,000, the Vice Chairman would receive EUR 49,000 and the other members would receive EUR 36,000 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.
EUR 72,000, the Vice Chairman would receive EUR 49,000 and the other members would receive EUR 36,000 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 31 March - 4 April 2008 from the stock exchange in amounts corresponding to EUR 28,800 for the Chairman, EUR 19,600 for the Vice Chairman and
EUR 14,400 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 2008. The annual fees shall encompass the full term of office of the Board of Directors.
EUR 14,400 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 2008. The annual fees shall encompass the full term of office of the Board of Directors.
The recommendation by the Nomination Committee concerning the remuneration of the Board of Directors has not been presented to the Board, but the matter will be handled by the Annual General Meeting as a proposal by a shareholder.
5. Auditors and their remuneration
In accordance with the recommendation by the Audit Committee of the Board of Directors, the Board proposes that PricewaterhouseCoopers Oy, Authorised Public Accountant Firm, be elected as Auditor for the next term and that Kati Malmivuori, Authorised Public Accountant, be elected as Deputy Auditor, and that the remuneration of the auditors be paid on the basis of invoicing.
Dividend payment
The Board of Directors proposes that a dividend of 1.00 euro per share be paid for the financial year that ended on 31 December 2007.
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, 28 March 2008. The date of the dividend payment is 4 April 2008.
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.
Documents
The documents provided for in the Companies Act shall be held available as of 11 March 2008 for the shareholders at the head office of the company in Espoo, address: Orionintie 1 A, 02200 Espoo. Copies of the documents will be sent to a shareholder upon request, and they will be also available at the AGM. The Annual Report 2007 will be published on the company's website and it will be mailed during week 10.
The Notice to Convene the Annual General Meeting will be available on Orion's homepage www.orion.fi as of 8 February 2008.
Orion Corporation
Timo Lappalainen Olli Huotari
President and CEO Senior Vice President, Corporate Functions
Contact persons:
Timo Lappalainen, President and CEO, phone +358 10 426 3692
Olli Huotari, Senior Vice President, Corporate Functions, phone +358 10 426 3054
Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo
Homepage: www.orion.fi