Orion Oyj : Orion Corporation: Decisions by the AGM on 19 March 2013

     Orion Oyj : Orion Corporation: Decisions by the AGM on 19 March 2013




ORION CORPORATION    STOCK EXCHANGE RELEASE    19 MARCH 2013 4.30 P.M.
EET       

At the Annual General Meeting of Orion Corporation held today, the following
decisions were made:

  *A dividend of EUR 1.30 per share was confirmed to be paid for 2012. The
    record date for the dividend payment is 22 March 2013 and the payment date
    is 4April2013.

  *The proposals concerning the election and remuneration of the Board of
    Directors and the auditor were approved. 

  *Sirpa Jalkanen, Eero Karvonen, Timo Maasilta, Hannu Syrjänen, Heikki
    Westerlund and Jukka Ylppö were re-elected to the Board of Directors.
    Hannu Syrjänen was re-elected as Chairman. 

  *The Board of Directors was authorised to decide on acquisition of the
    Company's own shares and on a share issue.

The Annual General Meeting of Orion Corporation was held today in Helsinki.
The following matters were handled at the meeting:

Adoption of the Financial Statements for 1 January - 31 December 2012
The AGM confirmed the Financial Statements of the parent company and the Group
as per 31 December 2012.

Dividend EUR 1.30 per share
The proposed dividend of EUR 1.30 per share was approved. The record date for
the dividend payment is 23March2012 and the payment date is 4April2012.

Discharge from liability
The members of the Board of Directors and the President and CEO were
discharged from liability for the financial period of 1 January - 31 December
2012.

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 76,000, the Vice Chairman shall receive EUR  51,000 
and the other members shall receive EUR 38,000 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. The  travel 
expenses of all  Board members  shall be  paid in  accordance with  previously 
adopted practice. The afore-mentioned fees for each committee meeting attended
shall also  be paid  to the  Chairmen and  to the  members of  the  committees 
established by the Board.

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 25-28 March 2013 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
shall be paid no later than 30 April 2013. The annual fees encompass the full
term of office of the Board of Directors.

Composition of the Board of Directors
Hannu Syrjänen re-elected as Chairman
The number of members in the Board of Directors was confirmed to be six. Sirpa
Jalkanen, Eero Karvonen, Timo Maasilta, Hannu Syrjänen, Heikki Westerlund and
Jukka Ylppö were re-elected to the Board of Directors for the next term of
office. Hannu Syrjänen was re-elected as Chairman.

Auditor and their remuneration
PricewaterhouseCoopers Oy, authorised public accountants, were re-elected as
the Company's auditor. The remunerations to the Auditor shall be paid on the
basis of invoicing approved by the Company.

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 as follows:

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 500,000 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
at trading on regulated market organised by NASDAQ OMX Helsinki Ltd ("Stock
Exchange"), using funds in the Company's distributable equity.

Targeted acquisition
The own shares shall be acquired through trading on regulated market organised
by 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.

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 as follows: 

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 600,000 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 through trading on regulated market
                          organised by NASDAQ OMX Helsinki Ltd ("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.

This decision cancels the share issue authorisation confirmed by the Annual
General Meeting of Orion Corporation on 24 March 2010, for the part which has
not yet been exercised. 

The minutes of the AGM will be provided in Finnish only, and they will become
available on Orion's internet website, address www.orion.fi/agm2013, no later
than 2 April 2013.

Orion Corporation

Timo Lappalainen              Olli Huotari
President and CEO       Senior VP, Corporate Functions

 

Contact person:
Terhi Ormio, VP, Communications, phone +358 50966 4646

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 2012 amounted to EUR 980 million and the company had
about 3,500 employees. Orion's A and B shares are listed on NASDAQ OMX
Helsinki.

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Source: Orion Oyj via Thomson Reuters ONE
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