Decisions taken by Orion Corporation’s Annual General Meeting on 25 March 2021
ORION CORPORATION STOCK EXCHANGE RELEASE 25 MARCH 2021 at 15.35 EET
Decisions taken by Orion Corporation’s Annual General Meeting on 25 March 2021
At the Annual General Meeting of Orion Corporation held today, the following decisions were made:
- A dividend of EUR 1.50 per share was confirmed to be paid. The record date for the dividend payment is 29 March 2021 and the payment date is 7 April 2021.
- 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, Pia Kalsta, Ari Lehtoranta, Timo Maasilta, Hilpi Rautelin, Eija Ronkainen and Mikael Silvennoinen were re-elected to the Board of Directors. Veli-Matti Mattila was elected as a new member. Mikael Silvennoinen was re-elected as Chairman.
- The AGM approved the Remuneration Report for the Company’s governing bodies for 2020.
- The Board of Directors was authorised to decide on a share issue.
The Annual General Meeting of Orion Corporation was held today on 25 March 2021 under special arrangements in the company’s head office in Espoo. In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting was held without shareholders’ or their proxy representatives’ presence at the meeting venue.
The following matters were handled at the meeting:
Adoption of the Financial Statements for 1 January - 31 December 2020
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2020.
Dividend EUR 1.50 per share
The AGM resolved, in accordance with the proposal by the Board of Directors, that a dividend of EUR 1.50 per share will be paid on the basis of the Balance Sheet confirmed for the financial year that ended on 31 December 2020. The record date for the dividend payment is 29 March 2021 and the payment date is 7 April 2021.
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 2020.
The AGM approved the Remuneration Report for the Company’s governing bodies for 2020. 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 90,000, the Vice Chairman shall receive EUR 55,000 and the other members shall receive EUR 45,000 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 is EUR 55,000. 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 previously adopted practice. The aforementioned fees shall 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% shall be paid in cash and 40% in Orion Corporation B-shares, which shall be acquired to the members during 28 April - 4 May 2021 from the stock exchange in amounts corresponding to EUR 36,000 for the Chairman, EUR 22,000 for the Vice Chairman and for the board members acting as the Chairmen of the Audit Committee and the R&D Committee and EUR 18,000 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 2021. The annual fees 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.
Composition of the Board of Directors
The number of members in the Board of Directors was confirmed to be eight. Kari Jussi Aho, Pia Kalsta, Ari Lehtoranta, Timo Maasilta, Hilpi Rautelin, Eija Ronkainen and Mikael Silvennoinen were re-elected as members to the Board of Directors for the next term of office. Veli-Matti Mattila was elected as a new member. 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.
Authorising the Board of Directors to decide on a share issue
The Board of Directors was authorised by the AGM to decide on issuance of new shares on the following terms and conditions:
Number of 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.
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.
New shares may not be issued to the Company itself.
Subscription price in the Balance Sheet:
The amount 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 or conveyance of shares.
The share issue authorisation shall be valid until the next Annual General Meeting of the Company.
The authorisation does not cancel the share issue authorisation confirmed by the Annual General Meeting on 26 March 2019 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, http://www.orion.fi/en/agm2021, no later than 8 April 2021.
| Timo Lappalainen|
President and CEO
| Olli Huotari|
SVP, Corporate Functions
Olli Huotari, Senior Vice President, Corporate Functions
Phone +358 50 966 3054
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 neurological disorders, oncology and respiratory diseases for which Orion develops inhaled pulmonary medication. Orion's net sales in 2020 amounted to EUR 1,078 million and the company had about 3,300 employees at the end of the year. Orion's A and B shares are listed on Nasdaq Helsinki.
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