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