Notice is given to the shareholders of Orion Corporation to the Annual General Meeting to be held on Tuesday 25 March 2014 at 2:00 p.m. at the Helsinki Fair Centre, address: Messuaukio 1, Helsinki. The reception of the participants and the distribution of the voting tickets will start at 1.00 p.m. Coffee will be served after the meeting. The official notice to the AGM will be published in Finnish in the Helsingin Sanomat newspaper.
Agenda of the Meeting, in the order of handling
Opening of the Meeting
Matters of order for the Meeting
Election of the person to confirm the minutes and the persons to verify the counting of votes
Recording the legal convening of the Meeting and quorum
Recording the attendance at the Meeting and the list of votes
Presentation of the Financial Statements 2013, the report of the Board of Directors and the Auditor's report
Review by the President and CEO
Adoption of the Financial Statements
Decision on the use of the profits shown on the Balance Sheet and the payment of the dividend
The Board of Directors proposes that a dividend of EUR 1.25 per share be paid on the basis of the Balance Sheet confirmed for the financial year that ended on 31 December 2013. According to the proposal, the dividend is paid to Orion Corporation shareholders entered in the Company's register of shareholders maintained by Euroclear Finland Ltd on the record date, 28 March 2014. The date of the dividend payment is 4 April 2014.
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.
Decision on the discharge of the members of the Board of Directors and the President and CEO from liability
Decision on the remuneration of the members of the Board of Directors
The Company's Nomination Committee has announced as its recommendation that the following remunerations be paid to the Board of Directors:
As an annual fee, the Chairman would receive EUR 76,000, the Vice Chairman would receive EUR 51,000 and the other members would receive EUR 38,000 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. The travel expenses of the Board members would be paid in accordance with previously adopted practice. The aforementioned 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 2014 from the stock exchange in amounts corresponding to EUR 30,400 for the Chairman, EUR 20,400 for the Vice Chairman and EUR 15,200 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 2014. The annual fees shall encompass the full term of office of the Board of Directors.
The Nomination Committee has not given its recommendation for the remunerations to the Board of Directors, but the matter will be proposed by a shareholder at the AGM.
Decision on the number of members of the Board of Directors
In accordance with the recommendation by the Company's Nomination Committee, the Board of Directors proposes to the Annual General Meeting that the number of the members of the Board of Directors be seven.
Election of the members and the Chairman of the Board of Directors
In accordance with the recommendation by the Nomination Committee, the Board of Directors proposes to the Annual General Meeting that the present Board members, Sirpa Jalkanen, Eero Karvonen, Timo Maasilta, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö be re-elected and Mikael Silvennoinen, M. Sc. (Economics) be elected as a new member for the next term of office.
The current Chairman of the Board Hannu Syrjänen would be re-elected as Chairman.
Mikael Silvennoinen, M. Sc. (Economics), born 1956, is the executive chairman of IMS Talent Oy. Silvennoinen has over 20 years experience of management positions in Pohjola Bank Plc, lastly (1997-2013) as the President and CEO and Chairman of the Executive Committee of the bank. Previously he has worked in various treasury positions in Wärtsilä Corporation, lastly as a Group treasurer. Silvennoinen is the Chairman of the Board of IMS Talent Oy and a board member in Konecranes Plc and The Finnish Foundation for Share Promotion (Suomen Pörssisäätiö). His earlier positions of trust include among others position of Chairman of the Board of Directors in Pohjola Insurance Ltd, Pohjola Asset Management Ltd and Helsinki OP Retail Bank Plc as well as board memberships in Pohjola Group Oyj and Unico Banking Group.
Decision on the remuneration of the Auditor
In accordance with the recommendation by the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remunerations to the Auditor be paid on the basis of invoicing approved by the Company.
Election of the Auditor
In accordance with the recommendation by the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that PricewaterhouseCoopers Oy, authorised public accountants, be elected as the Company's Auditor.
Proposal by the Board of Directors to amend Section 12 of the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the stipulation in 12 § of the Company's Articles of Association concerning publishing of the notice to convene a General Meeting of Shareholders be amended so that the notice would be published on the Company's website. Following the amendment, 12 § of Articles of Association would in its entirety be as follows:
"A notice to convene a General Meeting of the Shareholders shall be published on the Company's website 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."
Closing of the Meeting
Documents of the Annual General Meeting
The unofficial English versions of the proposals of the Board of Directors and of the recommendation of the Nomination Committee as well as this Notice to the Annual General Meeting are available on the website of Orion Corporation, at www.orion.fi. The Financial Statement documents of Orion Corporation, which include the Financial Statements, the Report of the Board of Directors and the Auditor's Report, will be available on the above-mentioned website no later than 4 March 2014. The proposals of the Board of Directors and the Financial Statement documents will also be available at the Annual General Meeting.
Instructions for the participants in the Annual General Meeting
The right to participate and registration
Shareholders being registered in the Company's register of shareholders, maintained by Euroclear Finland Ltd, on 13 March 2014 have the right to attend the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the Company's register of shareholders.
A shareholder, who intends to participate in the Annual General Meeting, shall register for the Meeting by giving a prior notice of participation to the Company no later than 20 March 2014 at 10.00 a.m. Finnish time. The notice can be given in either of the following ways:
Through Internet, at www.orion.fi
By telephone to +358 10 426 5252 (Monday-Friday 8:00 a.m. - 6:00 p.m.)
By letter to Orion Corporation, Treasury, P.O.Box 65, FI-02101 Espoo, Finland.
In the registration, a shareholder shall notify his/her name, personal identification code or the company code, address, phone number and the name and the personal identification of a possible assistant or proxy representative. The personal registering details submitted to Orion Corporation will only be used in connection with the Annual General Meeting and necessary registrations relating to it.
Holders of nominee-registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting on the basis of those shares as would entitle him/her to be registered in the shareholder register maintained by Euroclear Finland Ltd on 13 March 2014. Additionally, the holder of those shares is requested to be temporarily entered in the shareholder register maintained by Euroclear Finland Ltd no later than 20 March 2014 at 10:00 a.m. Finnish time. For nominee registered shares, this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request early enough the necessary instructions concerning the temporary registration in the Company's register of shareholders, the issuing of proxy documents and the registration for the Annual General Meeting from his/her custodian bank. The holder of nominee registered shares who aims to participate in the Annual General Meeting, must be temporarily entered by the custodian bank in the Company's register of shareholders no later than the above-mentioned time.
Proxy representation and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Meeting. If a shareholder attends the Meeting by way of several proxy holders representing the shareholder with shares entered in different security accounts, the shares represented by each proxy holder must be identified when registering for the Annual General Meeting.
Possible proxies are requested to be delivered in originals to Orion Corporation, Treasury, P.O.Box 65, FI-02101 Espoo, Finland, before the end of the registration period.
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information on the matters dealt with at the Meeting.
On 4 February 2014, the date of the Notice to the Annual General Meeting, the total number of shares in Orion Corporation is 141,257,828, of which 42,022,816 are Class A shares and 99,235,012 Class B shares. The total number of votes is 939,691,332, of which Class A shares account for 840,456,320 votes and Class B shares for 99,235,012 votes.
Espoo, 4 February 2014
Board of Directors
| Timo Lappalainen |
President and CEO
| Olli Huotari |
SVP, Corporate Functions
Timo Lappalainen, President and CEO, phone +358 10 426 3692
Olli Huotari, Senior VP, Corporate Functions, Secretary of the Board of Directors, phone +358 50 966 3054
Orionintie 1A, FI-02200 Espoo, Finland
Orion is a globally operating Finnish company developing pharmaceuticals and diagnostic tests - a builder of well-being. Orion develops, manufactures and markets human and veterinary pharmaceuticals, active pharmaceutical ingredients and diagnostic tests. The company is continuously developing new drugs and treatment methods. Pharmaceutical R&D focuses on central nervous system drugs, oncology and critical care drugs, and Easyhaler® pulmonary drugs.
Orion's net sales in 2013 amounted to EUR 1,007 million and the company had about 3,500 employees. Orion's A and B shares are listed on NASDAQ OMX Helsinki.