Notice to the Annual General Meeting of Orion Corporation

(Thomson Reuters ONE) - Orion Corporation - Stock Exchange ReleaseORION CORPORATION: Notice to the Annual General Meeting of Orion CorporationORION CORPORATION   STOCK EXCHANGE RELEASE      9 FEB 2010 AT 2.20 P.M. EETNotice to the Annual General Meeting of Orion CorporationThe Board of Directors of Orion Corporation has decided today to convene theAnnual General Meeting of the Shareholders of Orion Corporation on 24 March2010. The Notice to the Meeting will be published in Finnish in the HelsinginSanomat newspaper on Thursday, 11 February 2010, with the following contents:Notice to the Annual General Meeting of Orion CorporationNotice is given to the shareholders of Orion Corporation to the Annual GeneralMeeting to be heldon Wednesday, 24 March 2010 at 2.00 p.m. at the Helsinki Fair Centre, address:Messuaukio 1, Helsinki. The reception of the participants and the distributionof the voting tickets will start at 12.00. Coffee will be served after themeeting.A.  Agenda of the Meeting, in the order of handling1.     Opening of the Meeting2.     Matters of order for the Meeting3.            Election of the person to confirm the minutes and the persons toverify the counting of votes4.     Recording the legal convening of the Meeting and quorum5.     Recording the attendance at the Meeting and the list of votes6.            Presentation of the Financial Statements 2009, the report of theBoard of Directors and the Auditor's report?      Review by the President and CEO7.     Adoption of the Financial Statements8.            Decision on the use of the profits shown on the Balance Sheet andthe payment of the dividendThe Board of Directors proposes that a dividend of EUR 1.00 per share be paid onthe basis of the Balance Sheet confirmed for the financial year that ended on31 December 2009. According to the proposal, the dividend is paid to OrionCorporation shareholders entered in the Company's register of shareholdersmaintained by Euroclear Finland Ltd on the record date, 29 March 2010. The dateof the dividend payment is 7 April 2010.Shareholders having not registered their shares in the book-entry system by therecord date for dividend payment shall receive the dividend payment only afterregistration of their shares in the system.9.            Decision on the discharge of the members of the Board of Directorsand the President and CEO from liability10.          Decision on the remuneration of the members of the Board ofDirectorsThe Company's Nomination Committee has announced as its recommendation that thefollowing remunerations be paid to the Board of Directors:As an annual fee for the term of office of the Board of Directors, the Chairmanwould receiveEUR 72,000, the Vice Chairman would receive EUR 49,000 and the other memberswould receive EUR 36,000 each. As a fee for each meeting attended, the Chairmanwould receive EUR 1,200, the Vice Chairman would receive EUR 900 and the othermembers would receive EUR 600 each. In accordance with previously adoptedpractice, the travel expenses of all Board members would be paid in accordancewith the travel policy of the company. The afore-mentioned fees would also bepaid to the Chairmen and to the members of the committees established by theBoard, for each committee meeting attended.Of the annual fee, 60% would be paid in cash and 40% in Orion CorporationB-shares, which would be acquired to the members during 29 March - 1 April 2010from the stock exchange in amounts corresponding to EUR 28,800 for the Chairman,EUR 19,600 for the Vice Chairman and EUR 14,400 for each of the other members.The part of the annual fee that is to be paid in cash corresponds to theapproximate sum necessary for the payment of the income taxes on the fees andwould be paid no later than 30 April 2010. The annual fees shall encompass thefull term of office of the Board of Directors.The recommendation by the Nomination Committee concerning the remuneration ofthe Board of Directors has not been presented to the Board, but the matter willbe handled by the Annual General Meeting as a proposal by a shareholder.11.  Decision on the number of members of the Board of DirectorsIn accordance with the recommendation by the Company's Nomination Committee, theBoard of Directors proposes to the AGM that the number of the members of theBoard of Directors be six.12.  Election of the members and the Chairman of the Board of DirectorsIn accordance with the recommendation by the Nomination Committee, the Board ofDirectors proposes to the AGM that of the present members, Sirpa Jalkanen, EeroKarvonen, Matti Kavetvuo, Hannu Syrj?n and Jukka Ylpp?uld be re-elected andHeikki Westerlund, M.Sc. (Econ.) would be elected as a new member for the nextterm of office. Hannu Syrj?n would be elected as Chairman.The proposed new member, Heikki Westerlund, M.Sc. (Econ.), born 1966, is the CEOof CapMan Plc, a listed company with operations in the Nordic countries andRussia. He has 20 years of experience of Private Equity investments as well asfrom corporate development assignments and board memberships. Heikki Westerlundhas been CEO of CapMan Plc since 2005. He is Senior Partner in CapMan and hasworked in the company since 1994 heading the Technology and Buyout teams, amongothers. In 1990-1994 he worked as Project Manager for Sitra.  Heikki Westerlundis the Chairman of the Board of the Finnish Venture Capital Association and amember of the Board of Directors of Lumene Oy. His earlier positions of trustinclude board memberships in Aldata Solution, Satama Interactive and NexorSuperstore, a.o.13.  Decision on the remuneration of the AuditorIn accordance with the recommendation by the Board's Audit Committee, the Boardof Directors proposes to the AGM that the reimbursements to the Auditor be paidon the basis of invoicing approved by the Company.14.  Election of the AuditorIn accordance with the recommendation by the Board's Audit Committee, the Boardof Directors proposes to the AGM that PricewaterhouseCoopers Oy, authorisedpublic accountants, be elected as the Company's auditor.15.  Proposal by the Board of Directors concerning the distribution ofdistributable equityThe Board of Directors proposes to the AGM that EUR 0.10 per share bedistributed from the Expendable fund in the distributable equity as a repaymentof capital. The repayment of distributable equity would be paid to shareholdersentered in the Company's register of shareholders maintained by EuroclearFinland Ltd on 29 March 2010, the record date for dividend payment. The paymentdate would be 7 April 2010.Shareholders having not transferred their shares to the book-entry system by theafore-mentioned record date shall receive the distribution only after theirshares have been transferred to the book-entry system.16.          Proposal by the Board of Directors to amend Section 12 of theArticles of AssociationThe Board of Directors proposes to the AGM that Section 12 of the Articles ofAssociation of the Company be amended so that the Notice to the General Meetingof the Shareholders shall be delivered no earlier than two (2) months and nolater than three (3) weeks before the General Meeting, however, no later thannine (9) days before the record date of the General Meeting.17.          Authorising  the Board of Directors to decide to acquire theCompany's own sharesThe Board of Directors proposes to the AGM that the Board be authorised todecide on the acquisition of the company's own shares on the following terms andconditions:Maximum amount of shares to be acquiredOn the basis of the authorisation, the Board of Directors shall be entitled todecide on the acquisition of no more than 300,000 B-shares of Orion Corporation.Consideration to be paid for the sharesThe own shares shall be acquired at the price of the acquisition moment quotedin public trade arranged by NASDAQ OMX Helsinki Oy ("Stock Exchange"), usingfunds in the company's distributable equity.Targeted acquisitionThe own shares shall be acquired in public trade on the Stock Exchange in aproportion not corresponding to the shareholders' holdings. The shares shall beacquired and paid for in accordance with the rules of the Stock Exchange andEuroclear Finland Ltd.Holding, invalidation and conveyance of the sharesThe shares acquired can be kept, invalidated, or further conveyed by thecompany.The shares can be acquired for the purpose of developing the capital structureof the company, for using them for financing possible corporate acquisitions orother business arrangements of the company, for financing capital expenditure,as part of the company's incentive system, or otherwise conveying orinvalidating them.Other terms and validityThe Board of Directors shall decide on other matters related to the acquisitionof own shares.The authorisation to acquire own shares shall be valid 18 months from thedecision of the Annual General Meeting of the Shareholders.18.          Authorising  the Board of Directors to decide on a share issueThe Board of Directors proposes to the AGM that the Board of Directors beauthorised to decide on a share issue in which the Company's own shares held bythe Company can be conveyed on the following terms and conditions:Maximum amount of shares to be conveyedOn the basis of the authorisation, the Board of Directors shall be entitled todecide on the conveyance of no more than 500,000 own B-shares held by theCompany.Conveyance against and without paymentThe own shares held by the company can be conveyed either against or withoutpayment.Shareholders' pre-emptive rights and targeted issueThe own shares held by the company can be conveyed-           by selling them in public trade arranged by NASDAQ OMX Helsinki Oy("Stock Exchange");-           in a targeted issue to the company's shareholders in the proportioncorresponding to their holdings at the moment of the conveyance regardless ofwhether they own A- or B-shares; or-           in a targeted issue, deviating from the shareholders' pre-emptiverights, if there is a weighty financial reason, such as the development of thecapital structure of the company, using the shares for financing possiblecorporate acquisitions or other business arrangements of the company, financingcapital expenditure or as part of the company's incentive system. The targetedshare issue can be without payment only if there is an especially weightyfinancial reason in view of the company and the benefit of all its shareholders.Subscription price in the Balance SheetThe amounts paid for own shares conveyed shall be recorded in a fund in thedistributable equity.Other terms and validityThe Board of Directors shall decide on other matters related to the conveyanceof own shares.The authorisation to convey own shares shall be valid five years from thedecision of the Annual General Meeting of the Shareholders.19.          Closing of the MeetingB.   Documents of the Annual General MeetingThe unofficial English versions of the proposals of the Board of Directors andof the recommendations of the Committees as well as this Notice to the AGM areavailable on the website of Orion Corporation at www.orion.fi/en. The Annual Report of Orion Corporation, which includesthe Financial Statements, the Report of the Board of Directors and the Auditor'sReport, will be available on the above-mentioned website no later than 3 March2010. The proposals of the Board of Directors and the Financial Statementdocuments will also be available at the AGM. Copies of these documents and thisNotice will be sent to shareholders upon request.C.   Instructions for the participants in the Annual General Meeting1.     The right to participate and registrationShareholders being registered in the Company's register of shareholders,maintained by Euroclear Finland Ltd, on 12 March 2010 have the right to attendthe Annual General Meeting. A shareholder, whose shares are registered onhis/her personal book-entry account, is registered in the Company's register ofshareholders.A shareholder, who intends to participate in the Annual General Meeting, shallregister for the Meeting by giving a prior notice of participation to theCompany no later than 19 March 2010 at 10.00 a.m. Finnish time. The notice canbe given in either of the following ways:a)     Through Internet, at www.orion.fi/en b)    By telephone to +358 10 426 5252c)     By telefax to +358 426 2323d)    By letter to Orion Corporation, Shareholder affairs, P.O.Box 65, FI-02101Espoo, Finland.In the registration, a shareholder shall notify his/her name, personalidentification code or the company code, address, phone number and the name of apossible assistant.The personal registering details submitted to Orion Corporation will only beused in connection with the AGM and necessary registrations relating to it.Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who ispresent at the Annual General Meeting has the right to request information onthe matters dealt with at the Meeting.2.     Proxy representation and powers of attorneyA shareholder may participate in the Annual General Meeting by way of proxyrepresentation. A proxy representative shall present a dated proxy document orotherwise in a reliable manner demonstrate his/her right to represent theshareholder at the Meeting.Possible proxies should be delivered in originals to Orion Corporation,Shareholder affairs, P.O.Box 65, FI-02101 Espoo, Finland, before the end of theregistration period.3.     Holders of nominee registered sharesA holder of nominee registered shares is advised to request necessaryinstructions concerning the registration in the Company's register ofshareholders, the issuing of proxy documents and the registration for the AGMfrom his/her custodian bank. A shareholder, whose shares are nominee registeredand who aims to participate in the Annual General Meeting, must be entered inthe Company's temporary register of shareholders no later than 19 March2010, 10.00 a.m. Finnish time.4.     Other informationOn 9 February 2010, the date of the Notice to the AGM, the total number ofshares in Orion Corporation is 141,257,828, of which 51,140,668 are Class Ashares and 90,117,160 are Class B shares. The total number of votes is1,112,930,520, of which Class A shares account for 1,022,813,360 votes and ClassB shares for 90,117,160 votes.Espoo, 9 February 2010Orion CorporationBoard of DirectorsOrion CorporationTimo Lappalainen                     Olli HuotariPresident and CEO                   Senior VP, Corporate FunctionsContact persons:Timo Lappalainen, President and CEO, phone +358 10 426 3692Olli Huotari, Senior VP, Corporate Functions, phone +358 10 426 3054Publisher:Orion CorporationCommunicationsHomepage: www.orion.fi[HUG#1382211]

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Datum: 09.02.2010 - 07:19 Uhr
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