ORION CORPORATION STOCK EXCHANGE RELEASE 4 FEBRUARY 2014 at 12.15. p.m.
EET
Notice to the Annual General Meeting of Orion Corporation
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.
A. Agenda of the Meeting, in the order of handling
1. Opening of the Meeting
2. Matters of order for the Meeting
3. Election of the person to confirm the minutes and the persons to verify the
counting of votes
4. Recording the legal convening of the Meeting and quorum
5. Recording the attendance at the Meeting and the list of votes
6. Presentation of the Financial Statements 2013, the report of the Board of
Directors and the Auditor's report
* Review by the President and CEO
7. Adoption of the Financial Statements
8. 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.
9. Decision on the discharge of the members of the Board of Directors and the
President and CEO from liability
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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."
1. Closing of the Meeting
B. 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.
C. Instructions for the participants in the Annual General Meeting
1. 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:
a. Through Internet, at www.orion.fi
b. By telephone to +358 10 426 5252 (Monday-Friday 8:00 a.m. - 6:00 p.m.)
c. 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.
2. 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.
3. 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.
4. Other information
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
Orion Corporation
Board of Directors
Timo Lappalainen Olli Huotari
President and CEO SVP, Corporate Functions
Contact persons:
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
Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo, Finland
Homepage: www.orion.fi
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.
[HUG#1758843]