ORION CORPORATION STOCK EXCHANGE RELEASE 24 MARCH 2010 AT 4.30 P.M. EET
At the Annual General Meeting of Orion Corporation held today, the following decisions were made:
- A dividend of EUR 1.00 per share was confirmed to be paid for 2009. Additionally, EUR 0.10 per share was confirmed to be paid to the shareholders as a repayment of capital. The record date for the dividend payment and the repayment of capital is 29 March 2010 and the payment date is 7 April 2010.
- The proposals concerning the election and remuneration of the Board of Directors and the auditor, amendment of Section 12 of the Articles of Association and authorisations to the Board of Directors to acquire and convey the company's own shares were approved.
- Sirpa Jalkanen, Eero Karvonen, Matti Kavetvuo, Hannu Syrjänen and Jukka Ylppö were re-elected and Heikki Westerlund was elected as a new member to the Board of Directors. Hannu Syrjänen was elected as Chairman.
The Annual General Meeting of Orion Corporation was held today in Helsinki. 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 handled the proposals concerning the election and remuneration of the Board of Directors and the auditor, repayment of capital from the distributable equity, amendment of Section 12 of the Articles of Association, and an authorisation to the Board of Directors to acquire and convey the company's own shares.
Adoption of the Financial Statements for 1 January - 31 December 2009
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2009. The members of the Board of Directors and the President were discharged from liability for the financial period of 1 January - 31 December 2009.
Dividend EUR 1.00 per share
A dividend of EUR 1.00 per share was approved for 2009. The record date for the dividend payment is
29 March 2010 and the payment date is 7 April 2010.
Remunerations to be paid to the Board of Directors
As an annual fee for the term of office of the Board of Directors, the Chairman shall receive EUR 72,000, the Vice Chairman shall receive EUR 49,000 and the other members shall receive EUR 36,000 each. 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. In accordance with previously adopted practice, the travel expenses of all Board members shall be paid in accordance with the travel policy of the company. The afore-mentioned fees shall 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% shall be paid in cash and 40% in Orion Corporation B-shares, which shall be acquired to the members during 29 March - 1 April 2010 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 shall be paid no later than 30 April 2010. The annual fees encompass the full term of office of the Board of Directors.
Six members in the Board of Directors. Heikki Westerlund elected as a new member. Hannu Syrjänen elected as Chairman
The number of members in the Board of Directors was confirmed to be six. Sirpa Jalkanen, Eero Karvonen, Matti Kavetvuo, Hannu Syrjänen and Jukka Ylppö were re-elected, and Heikki Westerlund was elected as a new member to the Board of Directors for the next term of office. Hannu Syrjänen was elected as Chairman.
Auditor and their remuneration
PricewaterhouseCoopers Oy, Authorised Public Accountant Firm, was re-elected as the company's Auditor for the next term. The remuneration of the auditor shall be based on invoicing as approved by the company.
EUR 0.10 per share as a repayment of capital
EUR 0.10 per share was decided to be distributed to the shareholders from the Expendable fund in the distributable equity as a repayment of capital. The record date for the repayment is 29 March 2010 and the payment date is 7 April 2010.
Amendment to Section 12 of the Articles of Association
Section 12 of the Articles of Association of the Company was decided to be amended so that the Notice to the General Meeting of the Shareholders shall be delivered no earlier than two (2) months and no later than three (3) weeks before the General Meeting, however, no later than nine (9) days before the record date of the General Meeting.
Authorisation of the Board of Directors to decide on acquisition of the company's own shares
The Board of Directors was authorised by the AGM to decide on the acquisition of the company's own shares on the proposed terms and conditions. The terms and conditions are attached to this release as Appendix 1.
Authorisation of the Board of Directors to decide on a share issue
The Board of Directors was authorised by the AGM to decide on a share issue in which the company's own shares held by the company can be conveyed on the proposed terms and conditions. The terms and conditions are attached to this release as Appendix 2.
Orion Corporation
Timo Lappalainen Olli Huotari
President and CEO Senior Vice President, Corporate Functions
Contact person:
Terhi Ormio, VP, Communications, phone +358 50 966 4646
Appendices (on the following pages):
Appendix 1 Authorisation of the Board of Directors to decide on acquisition of the company's own shares
Appendix 2 Authorisation of the Board of Directors to decide on a share issue
APPENDIX 1
Authorisation of the Board of Directors to decide on acquisition of the company's own shares
The Board of Directors of Orion Corporation was authorised by the AGM of 2010 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 300,000 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 NASDAQ OMX Helsinki Oy ("Stock Exchange"), using funds in the company's distributable 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 Euroclear Finland 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.
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 18 months from the decision of the Annual General Meeting of the Shareholders.
APPENDIX 2
Authorisation of the Board of Directors to decide on a share issue
The Board of Directors of Orion Corporation was authorised by the AGM of 2010 to decide on a share issue in which the Company's own shares held by the Company can be conveyed 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 500,000 own B-shares held by the Company.
Conveyance against and without payment
The own shares held by the company can be conveyed either against or without payment.
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 NASDAQ OMX 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.
Subscription price in the Balance Sheet
The amounts paid for own shares conveyed shall be recorded in a fund in the distributable 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 five years from the decision of the Annual General Meeting of the Shareholders.
Publisher:
Orion Corporation
Orionintie 1A, FI-02200 Espoo
Homepage: www.orion.fi