STOCK EXCHANGE RELEASE / DECISIONS OF GENERAL MEETING
Decisions taken by Orion Corporation’s Annual General Meeting on
At the Annual General Meeting of
- A dividend of
EUR 1.50 per share was confirmed to be paid. The record date for the dividend payment is 25March 2 022 and the payment date is 1 April 2022. - 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 ,Ari Lehtoranta ,Veli-Matti Mattila , Hilpi Rautelin,Eija Ronkainen andMikael Silvennoinen were re-elected to the Board of Directors.Maziar Mike Doustdar andKaren Lykke Sørensen were elected as new members.Mikael Silvennoinen was re-elected as Chairman.- The AGM approved the Remuneration Report for the Company’s governing bodies for 2021.
- The Board of Directors was authorised to decide on a share issue by issuing new shares.
- The Board of Directors was authorised to decide to acquire the Company’s own shares.
- The Board of Directors was authorised to decide on a share issue by conveying own shares.
The Annual General Meeting of
The following matters were handled at the meeting:
Adoption of the Financial Statements for 1 January - 31
The AGM confirmed the Financial Statements of the parent company and the Group as per
Dividend
The AGM resolved, in accordance with the proposal by the Board of Directors, that a dividend of
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 -
Remuneration Report
The AGM approved the Remuneration Report for the Company’s governing bodies for 2021. 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
Of the annual fee, 60% shall be paid in cash and 40% in Orion Corporation B-shares, which shall be acquired for the members over the period 29 April -
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
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.
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 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
Authorising the Board of Directors to decide to acquire the Company’s own shares
The Board of Directors was authorised by the AGM 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
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
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.
Authorising the Board of Directors to decide on a share issue by conveying own shares
The Board of Directors was authorised by the AGM to decide on a share issue by conveying the Company’s own shares held by the Company on the following terms and conditions:
Maximum number of shares to be conveyed
On the basis of the authorisation, the Board of Directors shall be entitled to decide on the conveyance of no more than 1,000,000 own Class B shares held by the Company. The maximum number of own shares held by the Company to be conveyed represents approximately 0.7% of all shares in the Company and approximately 0.12% of all the votes in the Company.
Conveyance against and without payment
The own shares held by the Company can be conveyed either against or without payment.
Shareholder’s pre-emptive rights and targeted issue
The own shares held by the Company may be conveyed
- by selling them in trading on the regulated market organised by
Nasdaq Helsinki Ltd ; - in a targeted issue to the Company’s shareholders in proportion to their holdings at the time of the conveyance 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 using the shares as part of the Company’s incentive system. The targeted share issue can be without payment only if there is an especially weighty financial reason in view of the Company and the interests of all its shareholders.
Subscription price in the Balance Sheet
The amounts paid for own shares conveyed 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 conveyance of own shares.
The authorisation to convey own shares shall be valid for five years from the decision of the Annual General Meeting.
This decision cancels the corresponding share issue authorisation concerning conveyance of own shares given by the Annual General Meeting of
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/agm2022, no later than
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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 2021 amounted to
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