Orion - Company Announcement

Matters to be handled at the AGM of Orion Corporation on 23 March 2009

The Board of Directors of Orion Corporation has decided today to
convene the Annual General Meeting of the Shareholders of Orion
Corporation on 23 March 2009. The Notice to the Meeting will be
published in the Helsingin Sanomat newspaper tomorrow, Saturday, 7
February 2009, with the following contents:


Notice to the Annual General Meeting

Notice is given to the shareholders of Orion Corporation to the
Annual General Meeting to be held
on Monday, 23 March 2009 at 4.00 p.m. at the Amfi Hall of the
Helsinki Fair Centre,
address: Messuaukio 1, Helsinki. The reception of the participants
and the distribution of the voting tickets will start at 2.00 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 2008,
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 0.95 euros per
share be paid on the basis of the Balance Sheet confirmed for the
financial year that ended on 31 December 2008. According to the
proposal, the dividend is paid to Orion Corporation shareholders
entered in the Company's register of shareholders maintained by the
Finnish Central Securities Depository (Euroclear Finland Oy) on the
record date, 26 March 2009. The date of the dividend payment is 2
April 2009.

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 for the term of office of the Board of Directors,
the Chairman would receive
EUR 72,000, the Vice Chairman would receive EUR 49,000 and the other
members would receive EUR 36,000 each. In addition, 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. In accordance with previously adopted practice, the
Chairman would have a telephone as a fringe benefit, and the travel
expenses of all Board members would be paid in accordance with the
travel policy of the company. The afore-mentioned fees for each
committee meeting attended would also be paid to the Chairmen and to
the members of the committees established by the Board.

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
30 March - 3 April 2009 from the stock exchange in amounts
corresponding to EUR 28,800 for the Chairman, EUR 19,600 for the Vice
Chairman and EUR 14,400 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 30 April 2009. The annual fees
shall encompass the full term of office of the Board of Directors.

The recommendation by the Nomination Committee concerning the
remuneration of the Board of Directors has not been presented to the
Board, but the matter will be handled by the Annual General Meeting
as a proposal by a shareholder.

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 AGM 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,
the Board of Directors proposes to the AGM that the present members,
i.e. Eero Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen,
Hannu Syrjänen and Jukka Ylppö be re-elected and Sirpa Jalkanen be
elected as a new member for the next term of office, and that Matti
Kavetvuo be re-elected as Chairman.

Professor Sirpa Jalkanen, MD, is one of the foremost immunologists
and cancer researchers in Finland. She holds the chair of Professor
of Immunology at the University of Turku and as Research Professor at
the National Institute for Health and Welfare. Additionally, she is
Director of 'Host Defence Research', one of the Centres of Excellence
of the Finnish Academy. She is also head of the Receptor programme of
the University of Turku and the MediCity laboratory.

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 AGM that the reimbursements 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 AGM that
PricewaterhouseCoopers Oy, authorised public accountants, be
re-elected as the Company's auditor. The Board does not recommend the
election of a deputy auditor, because in item 15 of this Agenda, the
Board proposes that Section 9 of the Articles of Association be
amended so that the Company would no more have a deputy auditor.

15.               Proposal by the Board of Directors to amend
Sections 9, 10 and 12 of the Articles of Association

The Board of Directors proposes to the AGM that Sections 9, 10 and 12
of the Articles of Association of the Company be amended. The main
content of the amendments is the following:
*          Section 9 is would be amended so that the parts concerning
  Deputy Auditor would be removed. After the amendment, the Company
  would have only one auditor, which shall be an authorised public
  accountant firm.
*          In paragraph 7 of Section 10, the plural form concerning
  the auditors would be changed to singular, and the statement
  regarding a deputy auditor would be removed from item10. These
  amendments to Section 10 would be subject to the adoption of the
  above-mentioned amendment of Section 9.
*          Section 12 would be amended so that the Notice to convene
  a General Meeting would be given no later than 21 days before the
  Meeting.

16.               Authorising  the Board of Directors to decide to
convey the Company's own shares

The Board of Directors proposes to the AGM that the Board of
Directors be authorised to decide on the conveyance of the Company's
own shares held by the Company on the following terms and conditions:

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 324,836 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 in public trade arranged by NASDAQ OMX
Helsinki Oy ("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 non-restricted 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 until the end
of the Annual General Meeting of the Shareholders of 2010.

17.               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 recommendations of the Committees as well as
this Notice to the AGM are available on the website of Orion
Corporation at www.orion.fi/english. The Annual Report of Orion
Corporation, which includes the Financial Statements, the Report of
the Board of Directors and the Auditor's Report, will be available on
the above-mentioned website as of about 2 March 2009. The proposals
of the Board of Directors and the Financial Statement documents will
also be available at the AGM. Copies of these documents and this
Notice will be sent to shareholders upon request.


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 the Finnish Central Securities Depository
(Euroclear Finland Oy), on 13 March 2009 have the right to attend the
Annual General Meeting. A shareholder, whose shares are registered on
his/her personal 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 13 March 2009 at 4.00 p.m.
Finnish time. The notice can be given in either of the following
ways:

a)       Through Internet, at www.orion.fi/english
b)       By telephone to +358 10 426 5252
c)       By telefax to +358 426 2323
d)       By letter to Orion Corporation, Shareholder affairs, 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 of a possible assistant.

The personal registering details submitted to Orion Corporation will
only be used in connection with the AGM and necessary registrations
relating to it.

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder
who is present at the Annual General Meeting has the right request
information on the matters to be dealt with at the Meeting.

2.       Proxy representation and powers of attorney

A shareholder may participate in the Annual General 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.

Possible proxies should be delivered in originals to Orion
Corporation, Shareholder affairs, P.O.Box 65, FI-02101 Espoo,
Finland, before the end of the registration period.




3.       Holders of nominee registered shares

A shareholder, whose shares are nominee registered and who aims to
participate in the Annual General Meeting, must be registered in the
Company's register of shareholders on 13 March 2009, the record date
of the Meeting.

A holder of nominee registered shares is advised to request necessary
instructions concerning the registration in the Company's register of
shareholders, the issuing of proxy documents and the registration for
the AGM from his/her custodian bank.


4.       Other information

On 6 February 2009, the date of the Notice to the AGM, the total
number of shares in Orion Corporation is 141,257,828, of which
51,440,668 are Class A shares and 89,817,160 are Class B shares. The
total number of votes is 1,118,630,520, of which Class A shares
account for 1,028,813,360 votes and Class B shares for 89,817,160
votes.



Espoo, 6 February 2009

Orion Corporation
Board of Directors



Orion Corporation

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




Contact persons:
Timo Lappalainen, President and CEO, phone +358 10 426 3692
Olli Huotari, Senior VP, Corporate Functions, phone +358 10 426 3054



Photo of Sirpa Jalkanen
A photograph of Professor Sirpa Jalkanen, the proposed new member of
the Board of Directors, is available in the Media Bank on Orion's
homepage, accessible at http://mediabank.orion.fi/




Publisher:
Orion Corporation
Communications
Homepage: www.orion.fi