Notice to the annual general meeting of Orion Corporation
(Thomson Reuters ONE) -
ORION CORPORATION STOCK EXCHANGE RELEASE 8 FEBRUARY 2017 at 12.30
EET
Notice to the annual general meeting of Orion Corporation
Notice is given to the shareholders of Orion Corporation to the Annual General
Meeting to be held on Wednesday 22 March 2017 at 2:00 p.m. Finnish time in
Messukeskus Helsinki, Exhibition and Convention Centre, address: Messuaukio 1,
Helsinki. The reception of the participants and the distribution of the voting
tickets will start at 1:00 p.m. Coffee will be served after the meeting.
A. Agenda of the Meeting, in the order of handling
1. Opening of the Meeting
2. Matters of order for the Meeting
3. Election of the person to confirm the minutes and the persons to verify
the counting of
votes
4. Recording the legal convening of the Meeting and quorum
5. Recording the attendance at the Meeting and the list of votes
6. Presentation of the Financial Statements 2016, the report of the Board of
Directors and
the Auditor's report
- Review by the President and CEO
7. Adoption of the Financial Statements
8. Decision on the use of the profits shown on the Balance Sheet and the
payment of the
dividend
The Board of Directors proposes that a dividend of EUR 1.35 per share and
in addition, in honor of Orion's centenary, an extra dividend of EUR 0.20
per share, i.e., in total a dividend of EUR 1.55 per share be paid on the
basis of the Balance Sheet confirmed for the financial year that ended on
31 December 2016. According to the proposal, the dividend is paid to Orion
Corporation shareholders entered in the Company's register of shareholders
maintained by Euroclear Finland Ltd on the record date, 24 March 2017. The
date of the dividend payment is 31 March 2017.
Shareholders having not registered their shares in the book-entry system
by the record date for dividend payment shall receive the dividend payment
only after registration of their shares in the system.
9. Decision on the discharge of the members of the Board of Directors and the
President
and CEO from liability
10. Decision on the remuneration of the members of the Board of Directors
The Company's Nomination Committee has announced as its recommendation
that the
following remunerations be paid to the Board of Directors:
As an annual fee, the Chairman would receive EUR 84,000, the Vice Chairman
would receive EUR 55,000 and the other members would receive EUR 42,000
each. As a fee for each meeting attended, the Chairman would receive EUR
1,200, the Vice Chairman would receive EUR 900 and the other members would
receive EUR 600 each. The travel expenses of the Board members would be
paid in accordance with previously adopted practice. The aforementioned
fees would also be paid to the Chairmen and to the members of the
committees established by the Board, for each committee meeting attended.
Of the annual fee, 60% would be paid in cash and 40% in Orion Corporation
B-shares, which would be acquired to the members during 27 April-4 May
2017 from the stock exchange in amounts corresponding to EUR 33,600 for
the Chairman, EUR 22,000 for the Vice Chairman and EUR 16,800 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 would be paid no later than 31 May 2017. The annual
fees shall encompass the full term of office of the Board of Directors.
In addition, the Company would pay the transfer tax related to the part of
the annual fee of the Board of Directors paid in shares.
The Nomination Committee has not given its recommendation for the
remunerations to the Board of Directors, but the matter will be proposed
by a shareholder at the AGM.
11. Decision on the number of members of the Board of Directors
In accordance with the recommendation by the Company's Nomination
Committee, the
Board of Directors proposes to the Annual General Meeting that the number
of the
members of the Board of Directors be seven.
12. Election of the members and the Chairman of the Board of Directors
In accordance with the recommendation by the Nomination Committee,
published by Stock Exchange Release on 24 January 2017, the Board of
Directors proposes to the Annual General Meeting that of the present Board
members, Sirpa Jalkanen, Timo Maasilta, Eija Ronkainen, Mikael
Silvennoinen and Heikki Westerlund would be re-elected and M.Sc. (Eng.)
Ari Lehtoranta and Professor Hilpi Rautelin would be elected as new
members for the next term of office.
Heikki Westerlund would be elected as Chairman.
Of the present members, Hannu Syrjänen and Jukka Ylppö, who both have
served as members of the Board of Directors for 10 consecutive years, have
informed that they are no longer available for re-election.
Essential personal data of Ari Lehtoranta:
Born: 1963
Education and profession: M.Sc. (Eng.), President and Chief Executive
Officer, Caverion
Corporation
Essential work experience:
* Caverion Corporation, President and Chief Executive Officer, 2017-
* Nokian Tyres plc, President and Chief Executive Officer, 2014-2016
* KONE Corporation, Executive Vice President, Central and North Europe,
2010-2014
* KONE Corporation, Executive Vice President, Major Projects, 2008-2010
* Nokia Siemens Networks/Nokia Networks, Head of Radio Access, 2005-2008
* Nokia Corporation, Vice President of Operational Human Resources,
2003-2005
* Nokia Networks, Head of Broadband Division, Head of Systems
Integration and Customer Services for Europe, 1999-2003
* Nokia Telecommunications, Managing Director in Italy and various other
positions, 1985-2003.
Current key positions of trust:
* Ilmarinen Mutual Pension Insurance Company, Member of the Supervisory
Board, 2015-
Former key positions of trust:
* Caverion Corporation, Chairman of the Board of Directors 2015-2016,
Member of the Board of Directors 2013-2015
Essential personal data of Hilpi Rautelin:
Born: 1961
Education and profession: Professor, M.D., Ph.D., Specialist in Clinical
Microbiology
Essential work experience:
* Uppsala University, Sweden, Professor of Clinical Bacteriology, 2008-
* University of Helsinki, Finland, Research and teaching positions in
1986-2016: Clinical Lecturer 2002-2016 (part time 2008-2016), Research
Associate 1996-2002
* More than 140 peer-reviewed original articles mainly on Microbiology
and Infectious Diseases published in international scientific journals
Current key positions of trust:
* Arvo and Lea Ylppö Foundation, Member of the Board of Directors, 2011-
* European Union of Medical Specialists UEMS, Section of Medical
Microbiology, President, 2012-
Spouse: Jukka Ylppö
13. Decision on the remuneration of the Auditor
In accordance with the recommendation by the Board's Audit Committee, the
Board of
Directors proposes to the Annual General Meeting that the remunerations to
the Auditor be paid on the basis of invoicing approved by the Company.
14. Election of the Auditor
In accordance with the recommendation by the Board's Audit Committee, the
Board of
Directors proposes to the Annual General Meeting that Authorised Public
Accountants PricewaterhouseCoopers Oy be elected as the Company's Auditor.
15. Proposal by the Board of Directors to amend Sections 5 and 9(1) of the
Articles of Association
The Board of Directors proposes to the Annual General Meeting that section
5 of the Articles of Association be amended so that the last sentence of
section 5 concerning the maximum age (67 years) of a person to be elected
member of the Board of Directors be removed. Due to the amendment, section
5 of the Articles of Association would in its entirety be as follows:
"The Board of Directors shall comprise at least five (5) and at most eight
(8) members. The term of the members of the Board of Directors shall end
at the end of the Annual General Meeting of the Shareholders following the
election. The General Meeting of the Shareholders shall elect the Chairman
of the Board of Directors and the Board of Directors shall elect the Vice
Chairman of the Board of Directors, both for the same term as the other
members."
The Board of Directors additionally proposes that the first paragraph of
section 9 of the Articles of Association be amended to correspond to the
amended wording of the Auditing Act. Due to the amendment, the first
paragraph of section 9 of the Articles of Association would in its
entirety be as follows:
"The company shall have one auditor, which shall be Authorised Public
Accountants."
16. Closing of the Meeting
B. Documents of the Annual General Meeting
The unofficial English versions of the proposals of the Board of Directors
and of the
recommendation of the Nomination Committee as well as this Notice to the
Annual General Meeting are available on the website of Orion Corporation,
at www.orion.fi. The Financial Statement documents of Orion Corporation,
which include the Financial Statements, the Report of the Board of
Directors and the Auditor's Report, will be available on the above-
mentioned website no later than 1 March 2017. The proposals of the Board
of Directors and the Financial Statement documents will also be available
at the Annual General Meeting.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Shareholders being registered in the Company's register of shareholders,
maintained by Euroclear Finland Ltd, on 10 March 2017 have the right to
attend the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered
in the Company's register of shareholders.
A shareholder, who intends to participate in the Annual General Meeting,
shall register for the Meeting by giving a prior notice of participation
to the Company no later than 16 March 2017 at 6:00 p.m. Finnish time. The
notice can be given in either of the following ways:
a)Electronically through Internet, at www.orion.fi
b)By telephone to +358 10 426 5252 (Monday-Friday 8:00 a.m. - 6:00
p.m.)
c)By letter to Orion Corporation, Treasury, P.O.Box 65, FI-02101
Espoo, Finland.
In the registration, a shareholder shall notify his/her name, personal
identification code or the company code, address, phone number and the
name and the personal identification of a possible assistant or proxy
representative. The personal registering details submitted to Orion
Corporation will only be used in connection with the Annual General
Meeting and necessary registrations relating to it. A shareholder, his/her
representative or proxy representative shall, on demand, be able to prove
their identity and/or right to representation at the venue.
2. Holders of nominee-registered shares
A holder of nominee registered shares has the right to participate in the
Annual General Meeting on the basis of those shares as would entitle
him/her to be registered in the shareholder register maintained by
Euroclear Finland Ltd on 10 March 2017. Additionally, the holder of those
shares is requested to be temporarily entered in the shareholder register
maintained by Euroclear Finland Ltd no later than 17 March 2017 at 10:00
a.m. Finnish time. For nominee registered shares, this constitutes due
registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request early enough
the necessary instructions concerning the temporary registration in the
Company's register of shareholders, the issuing of proxy documents and the
registration for the Annual General Meeting from his/her custodian bank.
The holder of nominee registered shares who aims to participate in the
Annual General Meeting, must be temporarily entered by the custodian bank
in the Company's register of shareholders no later than the above-
mentioned time.
3. Proxy representation and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the Meeting by way of proxy representation. A proxy
representative shall present a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at
the Meeting. If a shareholder attends the Meeting by way of several proxy
holders representing the shareholder with shares entered in different
security accounts, the shares represented by each proxy holder must be
identified when registering for the Annual General Meeting.
Possible proxies are requested to be delivered in originals to Orion
Corporation, Treasury, P.O.Box 65, FI-02101 Espoo, Finland, before the end
of the registration period.
4. Other information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who
is present at the Annual General Meeting has the right to request
information on the matters dealt with at the Meeting.
On 8 February 2017, the date of the Notice to the Annual General Meeting,
the total number of shares in Orion Corporation is 141,257,828, of which
38,100,273 are Class A shares and 103,157,555 Class B shares. The total
number of votes is 865,163,015, of which Class A shares account for
762,005,460 votes and Class B shares for 103,157,555 votes.
Espoo, 8 February 2017
Orion Corporation
Board of Directors
Orion Corporation
Timo Lappalainen Olli Huotari
President and CEO SVP, Corporate Functions
Contact person:
Timo Lappalainen, President and CEO, phone +358 10 426 3692
Olli Huotari, Senior VP, Corporate Functions, Secretary of the Board of
Directors, phone +358 50 966 3054
Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo, Finland
Homepage: www.orion.fi
Orion is a globally operating Finnish pharmaceutical company - a builder of
well-being. Orion develops, manufactures and markets human and veterinary
pharmaceuticals, active pharmaceutical ingredients and diagnostic tests. The
company is continuously developing new drugs and treatment methods. The core
therapy areas of Orion's pharmaceutical R&D are central nervous system (CNS)
disorders, oncology and respiratory for which Orion developes inhaled Easyhaler®
pulmonary drugs. Orion's net sales in 2016 amounted to EUR 1,074 million and the
company had about 3,500 employees. Orion's A and B shares are listed on Nasdaq
Helsinki. Founded in 1917, Orion celebrates its centennial anniversary in 2017.
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Orion Oyj via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 08.02.2017 - 11:30 Uhr
Sprache: Deutsch
News-ID 522683
Anzahl Zeichen: 18407
contact information:
Town:
Espoo
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 305 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Notice to the annual general meeting of Orion Corporation"
steht unter der journalistisch-redaktionellen Verantwortung von
Orion Oyj (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
