Decisions taken by Orion Corporation’s Annual General Meeting on 22 March 2023

ORION CORPORATION

STOCK EXCHANGE RELEASE / DECISIONS OF GENERAL MEETING

22 MARCH 2023 at 16.30 EET              

        

Decisions taken by Orion Corporation’s Annual General Meeting on 22 March 2023

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

• A dividend of EUR 1.60 per share was confirmed to be paid. The record date for the dividend payment is 24 March 2023 and the payment date is 31 March 2023.
• The proposals concerning the election and remuneration of the Board of Directors and the auditor and the number of the members of the Board of Directors were approved.
• Kari Jussi Aho, Maziar Mike Doustdar, Ari Lehtoranta, Veli-Matti Mattila, Hilpi Rautelin, Eija Ronkainen, Mikael Silvennoinen and Karen Lykke Sørensen were re-elected to the Board of Directors. Mikael Silvennoinen was re-elected as Chairman.
• The AGM adopted the Remuneration Report for the Company’s governing bodies for 2022.
• The AGM rejected the proposal to amend Article 10 of the Articles of Association.
• The Board of Directors was authorised to decide on a share issue by issuing new shares.

The Annual General Meeting of Orion Corporation was held today on 22 March 2023 at Messukeskus Siipi conference centre in Helsinki.

The following matters were handled at the meeting:

 

Adoption of the Financial Statements for 1 January - 31 December 2022

The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2022. 



Dividend EUR 1.60 per share

The AGM resolved, in accordance with the proposal by the Board of Directors, that a dividend of EUR 1.60 per share will be paid on the basis of the Balance Sheet confirmed for the financial year that ended on 31 December 2022. The record date for the dividend payment is 24 March 2023 and the payment date is 31 March 2023.

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 2022.

Remuneration Report

The AGM adopted the Remuneration Report for the Company’s governing bodies for 2022. The resolution is advisory in accordance with the Finnish Companies Act.

Remunerations to be paid to the Board of Directors

The AGM decided that the following remunerations will be paid to the Board of Directors:

 

As an annual fee, the Chairman shall receive EUR 100,000, the Vice Chairman shall receive EUR 61,000 and the other members shall receive EUR 50,000 each. However, if a member of the Board acts as the Chairman of the Audit Committee or the R&D Committee, her/his annual fee shall be EUR 61,000.

In addition, 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 the Board members shall be paid in accordance with the previously adopted practice. The aforementioned meeting attendance fees shall also be paid to the Chairmen and to the members of the committees established by the Board. The meeting attendance fees of Board members permanently resident outside Finland shall be doubled if the meeting is held outside the country of residence of such a member and the person attended the meeting at the place of the meeting.

           

Of the above-mentioned annual fee, 60 percent shall be paid in cash and 40percent in Orion Corporation B-shares, which shall be acquired for the members over the period 28 April - 5 May 2023 from the stock exchange in amounts corresponding to EUR 40,000 for the Chairman, EUR 24,400 for the Vice Chairman and for the Board members acting as the Chairmen of the Audit Committee and the R&D Committee and EUR 20,000 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 31 May 2023. The annual fees shall encompass the full term of office of the Board of Directors.

 

In addition, the AGM decided that the Company shall pay the transfer tax related to the part of the annual fee of the Board of Directors paid in shares. Potential statutory social security and pension costs incurring to Board members having permanent residence outside Finland shall be borne by Orion Corporation as required by the applicable national legislation.

Board members are required to retain ownership of the Orion Corporation B shares paid as fees for a period of two years from the date of payment of the fees. However, if the person's membership of the Board of Directors of the Company were to end before the expiry of the restriction on transfer, the restriction on transfer shall expire at the end of the membership of the Board of Directors.





Composition of the Board of Directors

The number of members of the Board of Directors was confirmed to be eight. Kari Jussi Aho, Maziar Mike Doustdar, Ari Lehtoranta, Veli-Matti Mattila, Hilpi Rautelin, Eija Ronkainen, Mikael Silvennoinen and Karen Lykke Sørensen were re-elected as members to the Board of Directors for the next term of office. Mikael Silvennoinen was re-elected as Chairman.

Auditor and their remuneration

Authorised Public Accountants KPMG Oy Ab were elected as the Company's auditor. The remunerations to the Auditor shall be paid on the basis of invoicing approved by the Company.

Amendment to Article 10 of the Articles of Association

The AGM rejected the proposal to amend Article 10 of the Articles of Association.

According to the proposal, the first paragraph of Article 10 of the company’s Articles of Association would have been amended to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to Espoo and Helsinki.

Authorising the Board of Directors to decide on a share issue by issuing new shares

The Board of Directors was authorised by the AGM to decide on a share issue by issuing new shares on the following terms and conditions: 

Number of new shares to be issued

On the basis of the authorisation, the Board of Directors shall be entitled to decide on the issuance of no more than 14,000,000 new Class B shares. The maximum number of shares to be issued corresponds to less than 10% of all shares in the Company and less than 2% of all votes in the Company.

The new shares may be issued only against payment.

Shareholder’s pre-emptive rights and directed share issue

New shares may be issued

• in a targeted issue to the Company’s shareholders in proportion to their holdings at the time of the issue regardless of whether they own Class A or B shares; or
  
  
  
  
• in a targeted issue, deviating from the shareholder’s pre-emptive rights, if there is a weighty financial reason, such as the development of the capital structure of the Company, using the shares as consideration in possible corporate acquisitions or other arrangements related to the Company’s business or financing investments. The authorisation may not be used as a part of the Company’s incentive system.
  
  
  
  

The new shares may not be issued to the Company itself.

Subscription price in the Balance Sheet

The amounts paid for new shares issued shall be recorded in the reserve for invested unrestricted equity.

Other terms and validity

The Board of Directors shall decide on other matters related to the issuance of shares.

The share issue authorisation concerning issuance of new shares shall be valid until the next Annual General Meeting of the Company.

This authorisation does not cancel the share issue authorisation given by the Annual General Meeting of Orion Corporation on 23 March 2022 concerning the conveyance of the Company’s own shares held by the Company.

The minutes of the AGM will be provided in Finnish only, and they will become available on Orion's website, , no later than 5 April 2023.

Orion Corporation

                                                

Contact person:

Olli Huotari, Senior Vice President, Corporate Functions

Phone 4

Publisher:

Orion Corporation

Communications

Orionintie 1A, FI-02200 Espoo, Finland

Orion is a globally operating Finnish pharmaceutical company – a builder of well-being. We develop, manufacture and market human and veterinary pharmaceuticals and active pharmaceutical ingredients. Orion has an extensive portfolio of proprietary and generic medicines and self-care products. The core therapy areas of our pharmaceutical R&D are oncology and pain. Proprietary products developed by Orion are used to treat cancer, neurological diseases and respiratory diseases, among others. Orion's net sales in 2022 amounted to EUR 1,341 million and the company had about 3,500 employees at the end of the year. Orion's A and B shares are listed on Nasdaq Helsinki.