Orion Oyj Stock Exchange Release
6 February 2007 at 1.10 pm.
Matters to be handled at Orions AGM on 2 April 2007
The Annual General Meeting of Orion Corporation will be held in
Helsinki on Monday, 2 April 2007 at 17.00 p.m. In addition to
the matters in accordance with section 10 of the Articles of
Association and section 5 chapter 3 of the Companies Act, the
meeting will handle the Boards proposals concerning amendments
of the Articles of Association, authorisations to the Board of
Directors to acquire and convey the companys own shares, the
election and remuneration of the Board of Directors and the
auditors and their remuneration. A dividend of EUR 1.00 per share
is proposed to be distributed for 2006.
The shareholders of Orion Corporation are convened to the Annual
General Meeting of the Shareholders
Monday, 2 April 2007 at 17.00 p.m. at the Congress Center of the
Helsinki Fair Center, address: Messuaukio 1, 00520 Helsinki.
The matters to be handled
1. Matters specified in section 10 of the companys Articles of
Association and section 5 chapter 3 of the Companies Act as
subject to the decision by the Annual General Meeting
2. Amendments of the Articles of Association
The Board proposes to the AGM that the present Articles of
Association be amended to be in line with the provisions set
forth in the Companies Act that entered into force on 1 September
2006:
3 §
The provision in chapter 1 concerning the minimum and maximum
share capital is proposed to be removed.
4 §
The section is proposed to state that the shares of the
company shall be incorporated in the book-entry system. The
other parts of the section are removed.
7 §
The terminology has changed. The Companies Act determines the
right to represent the company. The section is amended
accordingly.
10 §
Chapter 1 is amended to state that the AGM be presented with
the Financial Statements, which comprise the Consolidated
Financial Statements, and a Report by the Board of Directors,
which is no more a part of the Financial Statements.
Chapter 3 is amended to state that the AGM will decide on the
adoption of the Financial Statements, not the Income
Statement and the Balance Sheet.
Chapter 4 is amended to state that the AGM decides on the use
of the profits available for shareholders according to the
Balance Sheet.
11 §
The last sentence in chapter 1 is removed.
No other amendments would be made in the Articles of Association.
The Articles of Association in the proposed amended form are
attached.
3. Authorisation concerning the acquisition of the companys
own shares
The Board of Directors proposes to the AGM that the Board be
authorised to decide on the acquisition of the companys 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 on the Helsinki
Stock Exchange, using funds in the companys non-restricted
equity.
Targeted acquisition
The own shares shall be acquired in public trade on the
Helsinki 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 Helsinki 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 companys incentive systems, or
otherwise conveying or invalidating them.
No more than 350,000 B-shares of the company can be acquired
for the companys 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 2008 Annual General Meeting of the Shareholders.
4. Authorisation concerning the conveyance of the companys own
shares
The Board of Directors proposes to the AGM that the Board be
authorised to decide on the conveyance of the companys 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 on the Helsinki Stock
Exchange;
to the companys 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 companys incentive systems. 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 companys 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 2008 Annual General Meeting of the Shareholders.
5. 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. 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 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.
6. Auditors and their remuneration
In accordance with the recommendation by the Audit Committee of
the Board of Directors, the Boards proposal concerning the
election of the Auditor and the Deputy Auditor and the
remuneration of the auditor is that Ernst & Young Oy would be re-
elected as Auditor for the next term and that Päivi Virtanen,
Authorised Public Accountant, would be re-elected as Deputy
Auditor. The remuneration of the auditor would be approved on the
basis of invoicing.
Dividend payment
The Board of Directors proposes that a dividend of 1.00 euros per
share be paid for the financial year that ended on 31 December
2006.
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, 5 April 2007. The date of the dividend payment is 16 April
2007.
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 19 March 2007 for the shareholders at the head
office of the company in Espoo, address: Orionintie 1 A, 02200
Espoo, and they will be sent to a shareholder upon request.
The Notice to Convene the Annual General Meeting will be
available on Orions homepage www.orion.fi as of 8 February 2007.
Orion Corporation
Jukka Viinanen Olli Huotari
President and CEO Senior Vice President, Corporate
Functions
Contact persons:
Jukka Viinanen, President and CEO, Orion Corporation, phone +358
10 426 3710
Olli Huotari, SVP, Corporate Functions, phone +358 10 426 3054
Attachment to the proposal of the Board of Directors to the
Annual General Meeting of Orion Corporation
Articles of Association of Orion Corporation
1 §
The corporate name of the company is Orion Oyj, Orion Corporation
in English. The registered office of the company shall be located
in Espoo.
2 §
The company shall be engaged in the pharmaceutical and chemical
industries and in the trade of products of these sectors and
healthcare products as well as in other related business
operations. The company may own and administer real estate and
securities and other financial instruments and trade in them. The
company may conduct the above-mentioned operations either
directly or through subsidiaries and affiliated companies.
3 §
The minimum amount of all shares in the company is one (1) and
the maximum amount is 1,000,000,000. The shares do not have any
nominal value.
A maximum number of 500,000,000 of the shares shall be class A
shares and a maximum number of 1,000,000,000 shares shall be
class B shares.
A class A share may be converted into a class B share on demand
of a shareholder or, with regard to nominee-registered shares of
an administrator entered in the book-entry register, if the
conversion can take place within the maximum number of shares in
the share classes. The written demand relating to conversion
presented to the company shall state the number of the shares to
be converted as well as the book-entry account in which the book-
entries corresponding to the shares have been registered.
The company may request that an entry be made in the book-entry
account of the shareholder restricting the competence of
conveyance of the holder during the conversion procedure. The
company shall notify the Trade Register of the changes relating
to the number of shares in a share class resulting from the
conversion. A demand relating to conversion may be presented at
any time, however, not after the Board of Directors of the
company has decided to convene a General Meeting of the
Shareholders. A demand presented during the time between the said
decision and the General Meeting of the Shareholders following it
shall be deemed to have been presented and will be handled after
the General Meeting of the Shareholders and the following record
date possibly following thereafter. A conversion fee, decided by
the Board of Directors, shall be paid to the company for the
conversion.
The Trade Register notification relating to the conversion shall
be made at least twice a year on such dates as the Board of
Directors will determine.
A demand relating to the conversion of a share may be withdrawn
until the notification on the conversion has been submitted to
the Trade Register.
After a withdrawal, the company shall request that the possible
entry restricting the competence of conveyance shall be removed
from the book-entry account of the shareholder.
A class A share shall convert into a class B share after the
Trade Register entry has been made. The party that has presented
the conversion demand and the book-entry registrar shall be
notified of the registration of the conversion.
The Board of Directors shall decide on further conditions of the
conversion, where necessary.
4 §
The shares of the company shall be incorporated in the book-entry
system.
5 §
The Board of Directors shall comprise at least five (5) and at
most eight (8) members. The term of the members of the Board of
Directors shall end at the end of the Annual General Meeting of
the Shareholders following the election. The General Meeting of
the Shareholders shall elect the Chairman of the Board of
Directors and the Board of Directors shall elect the Vice
Chairman of the Board of Directors, both for the same term as the
other members. A person who has reached the age of 67 may not be
elected member of the Board of Directors.
6 §
The company has a President who is elected and dismissed by the
Board of Directors.
7 §
The right to represent the company is with:
1) the President together with a member of the Board of
Directors,
2) persons authorised to represent the company by virtue of a
decision by the Board of Directors two together or each
separately together with a member of the Board of Directors or
the President, or
3) persons authorised to represent the company per procuram two
together or each separately together with a member of the Board
of Directors, the President or a person authorised to represent
the company.
8 §
The financial period of the company shall be a calendar year.
9 §
The company shall have one auditor and one deputy auditor. The
auditor shall be an Authorised Public Accountants Organisation.
The deputy auditor shall be an Authorised Public Accountant who
at the time of election has not reached the age of 65. The term
of the auditor and the deputy auditor shall be the financial
period. The duties of the auditor and the deputy auditor shall
terminate at the close of the Annual General Meeting of the
Shareholders following the election.
10 §
The General Meeting of the Shareholders shall be held either in
Espoo or in Helsinki, as decided by the Board of Directors.
The Annual General Meeting of the Shareholders, which shall be
held annually by the end of May on a date decided by the Board of
Directors shall:
be presented with:
1. the Financial Statements, including the Consolidated
Financial Statements, and the Report by the Board of Directors,
2. the Auditor's Report,
decide on:
3. the adoption of the Financial Statements and the
Consolidated Financial Statements
4. the use of the profits available for shareholders according
to the Balance Sheet,
5. discharge from liability of the members of the Board of
Directors and the President,
6. the number of the members of the Board of Directors,
7. the fees payable to the members of the Board of Directors
and the auditors,
elect:
8. the members of the Board of Directors so that, in accordance
with the decision by the General Meeting of the Shareholders, the
person or persons getting most of the votes shall be elected,
9. from among the members of the Board of Directors, the
Chairman of the Board,
10. the auditor and the deputy auditor, as well as to
handle:
11. other issues mentioned separately in the notice to convene.
11 §
In order to have the right to participate the General Meeting of
the Shareholders, a shareholder shall submit a registration
notice to the company at the latest on the date mentioned in the
notice to convene, which may be at the earliest ten days prior to
the meeting.
At the General Meeting of the Shareholders, a class A share shall
carry 20 votes and a class B share
1 vote.
A shareholder may not vote with a larger number of votes than
1/20 of the aggregate total number of votes carried by shares
belonging to the different classes of shares represented at the
General Meeting of the Shareholders. A precondition for the
amendment of this section 11, paragraph 3 shall be that the
decision is supported by at least 4/5 of the votes cast at the
meeting and 4/5 of the shares represented at the meeting.
12 §
A notice to convene a General Meeting of the Shareholders shall
be published in one daily newspaper of the capital district at
the earliest two months and at the latest 17 days prior to the
General Meeting of the Shareholders.
13 §
Any disputes between the company, on the one hand, and, on the
other hand, the Board of Directors, a member of the Board of
Directors, the Managing Director, an auditor or a shareholder
shall be settled by arbitration in accordance with the
Arbitration Act (967/92).
Distribution:
Helsinki Exchanges
Media
Publisher:
Orion Corporation
Orionintie 1A, 02200 Espoo
Homepage: www.orion.fi