Reception of the registration for the meeting and distribution of the voting tickets will begin at 13.00. After the meeting, there will be a coffee service.
A. Matters to be dealt with at the general meeting and the order in which they are to be dealt with
Opening of the meeting
Organization of the meeting
Election of the verifier of the minutes and of the counters of votes
Establishing the legality of the meeting
Verification of attendance and voting list 6. Presentation of the 2019 financial statements, annual report and auditors' report
CEO's review
Approval of the financial statements
Using the profit shown in the balance sheet and deciding on the payment of dividends
The Board of Directors proposes that a dividend of
Discharge to the members of the Board of Directors and the CEO
Addressing Institutional Remuneration Policy
Consideration of the Board of Directors' remuneration policy approved by the Board of Directors.
Resolution on the remuneration of the members of the Board of Directors
The Chairman of the Board of Directors would receive an annual remuneration of
In addition, the Chairman of the Board would be paid
The aforementioned annual fees would be paid in cash at 60% and in company shares at 40%, with the purchase of Orion Corporation B shares on
In addition, the company would pay a transfer tax on the share-based payment of the annual remuneration of the members of the Board of Directors.
The Nomination Committee has not made a recommendation to the Board regarding the remuneration of the Board of Directors, but the matter will be raised at the Annual General Meeting as proposed by the shareholder.
Deciding on the number of Board members
In accordance with the recommendation of the company's Nomination Committee, the Board of Directors proposes to the Annual General Meeting that the number of members of the Board of Directors be seven.
Election of Board members and Chairman
In accordance with the recommendation of the Nomination Committee, the Board of Directors proposes to the Annual General Meeting that
All proposed members are estimated to be independent of both the company and its significant shareholders.
Of the current members of the Board,
Personal information of
Education & Occupation: Master of Business Administration, MBA, Owner Entrepreneur
Primary work experience: Owner Entrepreneur, 2020-
Key current positions of trust:
Deputy Chairman of the Board:
Member of the Board:
Other: Chairman of the EK Chairman of the
Prior key positions of trust: Chairman of the Board:
Deputy Chairman of the Board:
Member of the Board:
Member of the Supervisory Board:
Member of the Nomination Committee:
14. Resolution on the auditor's fee
In accordance with the recommendation of the Audit Committee of the Board of Directors, the Board of Directors proposes to the Annual General Meeting that the remuneration of the company's auditor be paid in accordance with an invoice approved by the company.
Election of the auditor
In accordance with the recommendation of the Audit Committee of the Board of Directors, the Board of Directors proposes to the Annual General Meeting that
Loss of
The shares of the current
The
The joint account is intended for the temporary custody of the shares until the shareholders have registered their shares in their book-entry account and the shareholder may not exercise the shareholder rights (including receiving dividends) until the shares have been registered in the shareholder's book-entry account. However, Orion shares are still registered in the joint account, since the owners of these shares have not made any registration requirement since the 1993 entry into the book-entry system.
In the free issue (fund issue) of Orion's predecessor
The total number of shares registered on Orion's joint account on
In accordance with the provisions of the Companies Act 2006, after a transitional period of 10 years, Orion's Annual General Meeting has been able to decide that the shareholders will lose their rights to the shares and rights in the joint book-entry account.
As a result of the above, the Board of Directors proposes that the Annual General Meeting decide, in accordance with Chapter 3, Section 14a (3) and Chapter 9, Section 19 of the Companies Act, that all Orion shares subject to a book entry account and the registration requirement based on the transition to the book-entry system has not been submitted to Orion by
In the case of a registration requirement based on conversion to a book-entry system and the deed or other document has disappeared, the registration request must be filed by the above mentioned deadline and the decision to cancel the share or similar document must be submitted to Orion by
The shares subject to the forfeiture will come to Orion, and such shares will be subject to the provisions of the Company's treasury shares.
Orion's website https://www.orion.fi/group/investors/information- shareholders/contact-shares/shares/ provides more detailed instructions for shareholders who have not previously required the transfer of shares to their book-entry account system. transfer of shares or the exercise of subscription rights registered in a shareholder's book-entry account, and who wish to file a request for the registration of their share rights in the book-entry system and for the transfer of their
Any decision by Orion's General Meeting to forfeit the shares and rights attached to the joint account shall apply only to Orion shares. The respective rights in the
Closure of the meeting
Documents of the General Meeting
The proposals of the Board of Directors and the recommendation of the Nomination Committee as well as the remuneration policy of the institutions and this notice are available on
Instructions for participants in the meeting
Enrollment and registration
Shareholders who are registered in the shareholder register of the company maintained by
A shareholder who wishes to attend the General Meeting must register with the company no later than
a. electronically via the Internet at www.orion.fi
b. by calling 020 770 6906 (Mon-Fri
c. by letter to
When registering, the shareholder's name, personal identification number / business ID, address, telephone number and the name of any assistant or proxy representative and the personal identification number of the proxy representative must be provided. The personal information provided to the shareholders by
Owner of a nominee registered share
The owner of nominee registered shares has the right to attend the Annual General Meeting based on the shares on the basis of which he or she would be entitled to be entered in the shareholder register maintained by
The nominee-registered shareholder is requested to seek the necessary instructions from his / her custodian in a timely manner regarding the temporary registration in the shareholder register, the issue of proxies and the registration of the General Meeting. The custodian accountant must notify the owner of the nominee registered share who wishes to attend the Annual General Meeting to be temporarily registered in the company's shareholder register by the above mentioned date at the latest.
Use of proxy and proxy
Shareholders may participate in the General Meeting and exercise their rights there
through a proxy. The proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his / her right to represent the shareholder. If a shareholder attends the general meeting through several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be disclosed at the time of registration.
Possible proxy documents should be delivered to
Other information
A shareholder present at the General Meeting has 5 of the Companies Act
the right of inquiry in accordance with Chapter 25, Section 25, on matters to be discussed at the meeting.
At the date of the notice to the Annual General Meeting,
Contact:
Tel: 050 966 3054.
Orion is a Finnish pharmaceutical company - a well-being builder that operates globally. Orion develops, manufactures and markets human and veterinary medicines and active ingredients in pharmaceuticals. The company is constantly investing in research and development of new medicines and therapies. Orion's core drug therapy research areas include CNS, cancer, rare diseases of the Finnish family of diseases, and respiratory diseases, for which Orion develops inhaled Easyhaler pulmonary drugs. Orion's net sales in 2019 were
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