Orion - Decisions of general meeting

Orion Corporation: Decisions by the AGM on 19 March 2013

ORION CORPORATION        STOCK EXCHANGE RELEASE        19 MARCH 2013 4.30 P.M.
EET


At the Annual General Meeting of Orion Corporation held today, the following
decisions were made:

  * A dividend of EUR 1.30 per share was confirmed to be paid for 2012. The
    record date for the dividend payment is 22 March 2013 and the payment date
    is 4 April 2013.
  * The proposals concerning the election and remuneration of the Board of
    Directors and the auditor were approved.
  * Sirpa Jalkanen, Eero Karvonen, Timo Maasilta, Hannu Syrjänen, Heikki
    Westerlund and Jukka Ylppö were re-elected to the Board of Directors. Hannu
    Syrjänen was re-elected as Chairman.
  * The Board of Directors was authorised to decide on acquisition of the
    Company's own shares and on a share issue.


The Annual General Meeting of Orion Corporation was held today in Helsinki. The
following matters were handled at the meeting:

Adoption of the Financial Statements for 1 January - 31 December 2012
The AGM confirmed the Financial Statements of the parent company and the Group
as per 31 December 2012.

Dividend EUR 1.30 per share
The proposed dividend of EUR 1.30 per share was approved. The record date for
the dividend payment is 23 March 2012 and the payment date is 4 April 2012.

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 2012.

Remunerations to be paid to the Board of Directors
As  an annual fee for the term of office of the Board of Directors, the Chairman
shall  receive EUR  76,000, the Vice  Chairman shall  receive EUR 51,000 and the
other members shall receive EUR 38,000 each. 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 all
Board  members shall be paid in accordance with previously adopted practice. The
afore-mentioned  fees for each committee meeting  attended shall also be paid to
the Chairmen and to the members of the committees established by the Board.

Of the annual fee, 60% shall be paid in cash and 40% in Orion Corporation B-
shares, which shall be acquired to the members during 25-28 March 2013 from the
stock exchange in amounts corresponding to EUR 30,400 for the Chairman, EUR
20,400 for the Vice Chairman and EUR 15,200 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 30 April 2013. The annual fees encompass the full term of office
of the Board of Directors.

Composition of the Board of Directors
Hannu Syrjänen re-elected as Chairman
The number of members in the Board of Directors was confirmed to be six. Sirpa
Jalkanen, Eero Karvonen, Timo Maasilta, Hannu Syrjänen, Heikki Westerlund and
Jukka Ylppö were re-elected to the Board of Directors for the next term of
office. Hannu Syrjänen was re-elected as Chairman.


Auditor and their remuneration
PricewaterhouseCoopers Oy, authorised public accountants, were re-elected as the
Company's auditor. The remunerations to the Auditor shall be paid on the basis
of invoicing approved by the Company.

Authorisation of the Board of Directors to decide on acquisition of 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 proposed terms and conditions. The terms and
conditions are as follows:

Maximum amount 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 B-shares of Orion Corporation.

Consideration to be paid for the shares
The own shares shall be acquired at the price of the acquisition moment quoted
at trading on regulated market organised by NASDAQ OMX Helsinki Ltd ("Stock
Exchange"), using funds in the Company's distributable equity.

Targeted acquisition
The own shares shall be acquired through trading on regulated market organised
by the Stock Exchange in a proportion not corresponding to the shareholders'
holdings. The shares shall be acquired and paid for in accordance with the rules
of the Stock Exchange and Euroclear Finland Ltd.

Holding, invalidation and conveyance of the shares
The shares acquired can be kept, invalidated, or further conveyed by the
Company.
The shares can be acquired for the purpose of developing the capital structure
of the Company, for using them for financing possible corporate acquisitions or
other business arrangements of the Company, for financing capital expenditure,
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 18 months from the
decision of the Annual General Meeting of the Shareholders.


Authorisation of the Board of Directors to decide on a share issue
The Board of Directors was authorised by the AGM to decide on a share issue in
which the Company's own shares held by the Company can be conveyed on the
proposed terms and conditions. The terms and conditions are as follows:

 Maximum amount 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 600,000 own B-shares held by the
Company.

Conveyance against and without payment
The own shares held by the Company can be conveyed either against or without
payment.

Shareholders' pre-emptive rights and targeted issue
The own shares held by the Company can be conveyed
          * by selling them through trading on regulated market organised by
            NASDAQ OMX Helsinki Ltd ("Stock Exchange");
          * in a targeted issue to the Company's shareholders in the proportion
            corresponding to their holdings at the moment of the conveyance
            regardless of whether they own A- or B-shares; or
          * in a targeted issue, deviating from the shareholders' pre-emptive
            rights, if there is a weighty financial reason, such as the
            development of the capital structure of the Company, using the
            shares for financing possible corporate acquisitions or other
            business arrangements of the Company, financing capital expenditure
            or 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 benefit of all its
            shareholders.

Subscription price in the Balance Sheet
The amounts paid for own shares conveyed shall be recorded in a fund in the
distributable 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 five years from the
decision of the Annual General Meeting of the Shareholders.

This decision cancels the share issue authorisation confirmed by the Annual
General Meeting of Orion Corporation on 24 March 2010, for the part which has
not yet been exercised.


The minutes of the AGM will be provided in Finnish only, and they will become
available on Orion's internet website, address www.orion.fi/agm2013, no later
than 2 April 2013.


Orion Corporation




 Timo Lappalainen               Olli Huotari
 President and CEO              Senior VP, Corporate Functions





Contact person:
Terhi Ormio, VP, Communications, phone +358 50 966 4646


Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo, Finland
Homepage: www.orion.fi


Orion is a globally operating Finnish company developing pharmaceuticals and
diagnostic tests - 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. Pharmaceutical R&D focuses on central nervous system drugs,
oncology and critical care drugs, and Easyhaler® pulmonary drugs.

Orion's net sales in 2012 amounted to EUR 980 million and the company had about
3,500 employees. Orion's A and B shares are listed on NASDAQ OMX Helsinki.


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