ORION CORPORATION
STOCK EXCHANGE RELEASE – DECISIONS OF GENERAL MEETING
20 MARCH 2024 at 16.50 EET
Decisions taken by Orion Corporation’s Annual General Meeting on 20 March 2024
At the Annual General Meeting of Orion Corporation held today, the following decisions were made:
- A dividend of EUR 1.62 per share was confirmed to be paid. The dividend is paid in two instalments.
- The proposals concerning the election and remuneration of the Board of Directors, the election and remuneration of the auditor and the sustainability reporting assurance provider, 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 and Karen Lykke Sørensen were re-elected to the Board of Directors. Henrik Stenqvist was elected as a new member. Veli-Matti Mattila was elected as Chairman.
- The AGM adopted the Remuneration Report for the Company’s governing bodies for 2023 and the Remuneration Policy for the Company’s governing bodies.
- 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 20 March 2024 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 2023
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2023.
Dividend EUR 1.62 per share
The AGM resolved, in accordance with the proposal by the Board of Directors, that a dividend of EUR 1.62 per share will be paid on the basis of the Balance Sheet confirmed for the financial year that ended on 31 December 2023. The dividend is paid in two instalments. The record date for the first instalment of EUR 0.81 per share is 22 March 2024 and the payment date is 3 April 2024. The record date for the second instalment of EUR 0.81 per share is 16 October 2024 and the payment date is 23 October 2024. In addition, the AGM authorised the Board of Directors to resolve, if necessary, on a new record date for payment and payment date for the second instalment of the dividend in case of changes in the rules of Euroclear Finland Oy or the regulations regarding the Finnish book-entry system or if other rules binding the Company so require.
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 2023.
Remuneration Report
The AGM adopted the Remuneration Report for the Company’s governing bodies for 2023. The resolution is advisory in accordance with the Finnish Companies Act.
Remuneration Policy
The AGM adopted the Remuneration Policy for the Company’s governing bodies. 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 fees, 60 percent shall be paid in cash and 40 percent in Orion Corporation B shares, which shall be acquired for the members over the period 26 April - 3 May 2024 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 2024. 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 and Karen Lykke Sørensen were re-elected as members to the Board of Directors for the next term of office. Henrik Stenqvist was elected as a new member. Veli-Matti Mattila was elected as Chairman.
Auditor and the Sustainability Reporting Assurance Provider and their remuneration
Authorised Public Accountants KPMG Oy Ab were elected as the Company's auditor. Sustainability Reporting Audit Firm KPMG Oy Ab were elected as the Company’s Sustainability Reporting Assurance Provider. The remunerations to the Auditor and the Sustainability Reporting Assurance Provider shall be paid on the basis of invoicing approved by the Company.
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, http://www.orion.fi/en/, no later than 3 April 2024.
Orion Corporation
| Liisa Hurme President and CEO | Olli Huotari SVP, Corporate Functions |
Contact person:
Olli Huotari
SVP, Corporate Functions
tel. +358 50 966 3054
Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo, Finland
http://www.orion.fi/en
http://www.twitter.com/OrionCorpIR
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 consumer health 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 2023 amounted to EUR 1,190 million and the company had about 3,600 employees at the end of the year. Orion's A and B shares are listed on Nasdaq Helsinki.
