Orion Corporation's shareholders will be invited to the Annual General Meeting to be held on Wednesday, March 25, 2020 at 2:00 pm at the Helsinki Fair Center, Messuaukio 1, Helsinki.

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 EUR 1.50 per share be paid on the basis of the balance sheet for the year ended December 31, 2019. According to the proposal, the dividend will be paid to the one who is registered as a shareholder in the shareholders' register of the company maintained by Euroclear Finland Ltd on the record date of dividend distribution, March 27, 2020. The dividend payout date is 3.4.2020.

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 Nomination Committee of the Company has made a recommendation that the remuneration of the Board of Directors be maintained and paid as follows:

The Chairman of the Board of Directors would receive an annual remuneration of EUR 84,000, the Vice Chairman of the Board EUR 55,000 and a member of the Board EUR 42,000.

In addition, the Chairman of the Board would be paid EUR 1,200 per meeting, the Vice Chairman of the Board EUR 900 per meeting and a member of the Board EUR 600 per meeting. Reimbursement of board members' travel expenses would continue in line with previous practice. The above-mentioned meeting fees would also be paid to the chairmen and members of the committees appointed by the Board.

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 April 29 - May 6, 2020 for EUR 33,600 for the Chairman, EUR 22,000 for the Vice Chairman and EUR 16,800. The cash component of the annual fee, which corresponds approximately to the amount needed for withholding tax, would be paid no later than 29.5.2020. The annual remuneration covers the entire term of the Board.

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 Pia Kalsta, Ari Lehtoranta, Timo Maasilta, Hilpi Rautelin, Eija Ronkainen and Mikael Silvennoinen be elected as current members of the Board and Kari Jussi Aho.

Mikael Silvennoinen would be elected Chairman of the Board.

All proposed members are estimated to be independent of both the company and its significant shareholders.

Of the current members of the Board, Heikki Westerlund has served as a member of the Board for a continuous period of 10 years and is therefore not eligible for re-election.

Mikael Silvennoinen has been a member of Orion's Board of Directors since 2014 and is currently Chairman of the Audit Committee and a member of the Remuneration and Research Committees. Silvennoinen holds a Master of Science degree in Economics and holds a full-time position as Chairman of the Board of IMS Talent Oy. A more detailed presentation of Mikael Silvennoinen can be found on Orion's website at www.orion.fi.

Personal information of Kari Jussi Aho: Born: 1960

Education & Occupation: Master of Business Administration, MBA, Owner Entrepreneur

Primary work experience: Owner Entrepreneur, 2020-

Rukakeskus Group, Full-time Chairman of the Board, 2004-2019

Pyhatunturi Oy, Managing Director, 1987-2004

Rukakeskus Oy, Marketing Manager, 1982-2002

Key current positions of trust:

Deputy Chairman of the Board: Confederation of Finnish Industries EK 2017-, Finnish Air Force Support Foundation 2010-

Member of the Board: Aho Group Oy 2006-, Aava Terveyspalvelut Oy 2016-, Finance and Young People's TAT 2017-

Other: Chairman of the EK Chairman of the Ownership Working Group 2017-

Prior key positions of trust: Chairman of the Board: Aho Group Oy 2006-2012

Deputy Chairman of the Board: Yhtyneet Laboratoriot Oy 2004-2009

Member of the Board: Cor Group Oy 2007-2011, Haaga-Helia Oy 2009-2014, Management Institute of Finland MIF Oy 2012-2014

Member of the Supervisory Board: Orion Corporation 2001-2002

Member of the Nomination Committee: Orion Corporation 2006-2019.

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 KPMG Oy Ab be elected as the company's auditor for the next term.

Loss of Orion Corporation shares held in the joint account

The shares of the current Orion Corporation's predecessor, Orion Corporation Ltd (Business ID 0112283-5, dated December 11, 1997), were incorporated into the book-entry system in 1993. At that time, shareholders were required to register their shares October 29, 1993. Shares that had not been registered in the book-entry account designated by the shareholder by the date of registration were entered in the book-entry common book-entry account, the so-called joint account, in which they were kept on behalf of the shareholders.

The Orion Corporation has since changed its name to Orion Corporation and has, on 1 July 2006, been divided into two companies, the current Orion Corporation (Business ID 1999212-6, hereinafter 'Orion') and Oriola-KD Corporation (Business ID 1999215). -0, now Oriola Corporation ('Oriola'). In the demerger, the shareholders received as demerger consideration one current share of Orion and one share of Oriola for each one share of the old Orion Corporation. Prior to the effective date of the demerger, the holder of a paper share must have registered its holding in the book-entry system in order to avoid the entry in the joint account of its shares as demerger consideration. From the joint account, the shareholder has received the shares he holds in his book-entry account by making a registration request.

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 Orion Corporation in 1993, the shareholders were entitled to subscribe for new Orion Corporation shares free of charge with five new A shares and five new B shares. B shares. As a result of the 1993 Offering, shares corresponding to the subscription rights attached to the Offering were recorded in the joint account for which the shareholder did not exercise his subscription rights in connection with the Offering. Such Orion shares are still recorded in the joint account. The subscription rights for the 1993 issue of shares registered in a shareholder's book-entry account will continue to entitle the holder to subscribe to the current Orion shares, and due to the subscription ratio,

The total number of shares registered on Orion's joint account on January 27, 2020 is 125,674 (64,478 series A shares and 61,196 class B shares), representing approximately 0.09% of the total number of shares in the company.

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 25 March 2020 at the latest.

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 30.11.2020.

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 Oriola shares and the possible consequences of their loss shall be determined in accordance with Oriola's own possible decisions.

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 Orion Corporation's website at www.orion.com. Orion Corporation's financial statements, which include the company's financial statements, the report of the Board of Directors and the auditor's report, will be available on the said website no later than March 4, 2020. The aforementioned documents are also available at the Annual General Meeting.

Instructions for participants in the meeting

Enrollment and registration

Shareholders who are registered in the shareholder register of the company maintained by Euroclear Finland Ltd on March 13, 2020, have the right to attend the General Meeting. A shareholder whose shares are registered in his / her personal Finnish book-entry account is registered in the company's shareholder register. Changes in shareholdings after the record date of the General Meeting do not affect the right to participate in the General Meeting or the voting rights of the shareholder.

A shareholder who wishes to attend the General Meeting must register with the company no later than 19.3.2020 at 16.00. Registration can take place:

a. electronically via the Internet at www.orion.fi

b. by calling 020 770 6906 (Mon-Fri 9am - 4pm)

c. by letter to Orion Corporation, Treasury, PO Box 65, 02101 Espoo, Finland.

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 Orion Corporation will only be used in connection with the Annual General Meeting and the processing of the necessary registrations related thereto. The shareholder, his / her representative or proxy representative shall be able to prove his / her identity and / or right of representation at the meeting venue, as appropriate.

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 Euroclear Finland Oy on the record date of the Annual General Meeting 13.3.2020. Participation also requires that the shareholder is temporarily registered in the shareholder register maintained by Euroclear Finland Ltd by 10:00 pm on 20 March 2020 at the latest. For nominee registered shares, this is considered as registration for the General Meeting.

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 Orion Corporation, Treasury, PO Box 65, 02101 Espoo, or to treasury@orion.fi before the end of the registration period.

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, 5 February 2020, Orion Corporation has 36,107,240 A shares and 105,150,588 B shares, totaling 141,257,828 shares, A shares 722,144,800 votes, and B shares 105,150,588 votes, totaling 827,295,388 sound.

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 EUR 1,051 million and the company employed approximately 3,300 people at the end of the year. Orion's A and B shares are listed on the Nasdaq Helsinki.

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