Decision by the Board of Directors to acquire own shares
ORION CORPORATION
STOCK EXCHANGE RELEASE – OTHER INFORMATION DISCLOSED ACCORDING TO THE RULES OF THE EXCHANGE
25 AUGUST 2022 at 12.00 EEST
Decision by the Board of Directors to acquire own shares
The Board of Directors of Orion Corporation decided on 25 August 2022 on a share acquisition based on the authorisation by the Annual General Meeting on 23 March 2022. According to the decision, up to 400,000 Class B shares of Orion Corporation will be acquired. The acquisition will be started at the earliest on 1 September 2022 and it can continue until further notice. The acquisition of the shares will be executed in accordance with the terms of the authorisation by the Annual General Meeting.
The shares shall be acquired using funds in the company's unrestricted equity at the price of the acquisition moment quoted at trading on regulated market organised by Nasdaq Helsinki Oy ("Stock Exchange"), in proportions 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.
The shares shall be acquired for using them as part of the Company’s incentive system, or otherwise conveying or invalidating them. There is a weighty financial reason in view of the Company for the targeted acquisition as the purpose of the Company’s incentive systems is to encourage the persons involved in it to sustained commitment and efforts for the benefit of the Company and its shareholders.
The terms and conditions of the authorisation to acquire the Company's own shares are attached to this release. They were published in the stock exchange release of 23 March 2022 concerning the decisions of the Annual General Meeting of Orion Corporation.
The 2021 Financial Statements documents of Orion Corporation, the decision of the profit distribution made by the Annual General Meeting on 23 March 2022 as well as the Half-Year Report 1–6/2022 are available on the homepage , as provided in the Companies Act.
At the time of the Board’s decision, Orion Corporation holds 532,771 its own B shares. The total number of shares in Orion Corporation is 141,134,278 and the total number of votes is 796,184,377.
Orion Corporation
| Timo Lappalainen President and CEO | Olli Huotari SVP, Corporate Functions |
Contact person:
Olli Huotari, SVP, Corporate Functions,
tel. +358 10 426 3054
ANNEX:
Authorisation of the Board of Directors of Orion Corporation to decide to acquire the Company’s own shares
The Board of Directors was authorised by the Annual General Meeting of Orion Corporation 2022 to decide on the acquisition of the Company’s own shares on the following terms and conditions:
Maximum number 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 Class B shares of the Company.
Consideration to be paid for the shares
The own shares shall be acquired at market price at the time of the acquisition quoted in trading on the regulated market organised by Nasdaq Helsinki Ltd (“Stock Exchange”), using funds in the Company’s unrestricted equity.
Targeted acquisition
The own shares shall be acquired otherwise than in proportion corresponding to the shareholders’ holdings in trading on the regulated market organised by the Stock Exchange. The shares shall be acquired and paid for in accordance with the rules of the Stock Exchange and Euroclear Finland Ltd.
Retaining, invalidation and conveyance of the shares
The own shares acquired by the Company can be retained, invalidated, or conveyed by the Company.
The shares can be acquired for using them 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 for 18 months from the decision of the Annual General Meeting.
Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo, Finland
Orion is a globally operating Finnish pharmaceutical company – a builder of well-being. Orion develops, manufactures and markets human and veterinary pharmaceuticals and active pharmaceutical ingredients. The company is continuously developing new drugs and treatment methods. The core therapy areas of Orion’s pharmaceutical R&D are oncology and pain. Orion’s net sales in 2021 amounted to EUR 1,041 million and the company had about 3,350 employees at the end of the year. Orion’s A and B shares are listed on Nasdaq Helsinki.
