Orion - Notice to general meeting

Notice to the Annual General Meeting of Orion Corporation

Orion Corporation - Stock Exchange Release

ORION CORPORATION: Notice to the Annual General Meeting of Orion Corporation




ORION CORPORATION   STOCK EXCHANGE RELEASE      9 FEB 2010 AT 2.20 P.M. EET




Notice to the Annual General Meeting of Orion Corporation


The Board of Directors of Orion Corporation has decided today to convene the
Annual General Meeting of the Shareholders of Orion Corporation on 24 March
2010. The Notice to the Meeting will be published in Finnish in the Helsingin
Sanomat newspaper on Thursday, 11 February 2010, with the following contents:


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, 24 March 2010 at 2.00 p.m. at the Helsinki Fair Centre, address:
Messuaukio 1, Helsinki. The reception of the participants and the distribution
of the voting tickets will start at 12.00. 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 2009, 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 1.00 per share be paid on
the basis of the Balance Sheet confirmed for the financial year that ended on
31 December 2009. 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, 29 March 2010. The date
of the dividend payment is 7 April 2010.

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. 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 travel expenses of all Board members would be paid in accordance
with the travel policy of the company. The afore-mentioned 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 29 March - 1 April 2010
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 2010. 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 six.

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 of the present members, Sirpa Jalkanen, Eero
Karvonen, Matti Kavetvuo, Hannu Syrjänen and Jukka Ylppö would be re-elected and
Heikki Westerlund, M.Sc. (Econ.) would be elected as a new member for the next
term of office. Hannu Syrjänen would be elected as Chairman.

The proposed new member, Heikki Westerlund, M.Sc. (Econ.), born 1966, is the CEO
of CapMan Plc, a listed company with operations in the Nordic countries and
Russia. He has 20 years of experience of Private Equity investments as well as
from corporate development assignments and board memberships. Heikki Westerlund
has been CEO of CapMan Plc since 2005. He is Senior Partner in CapMan and has
worked in the company since 1994 heading the Technology and Buyout teams, among
others. In 1990-1994 he worked as Project Manager for Sitra.  Heikki Westerlund
is the Chairman of the Board of the Finnish Venture Capital Association and a
member of the Board of Directors of Lumene Oy. His earlier positions of trust
include board memberships in Aldata Solution, Satama Interactive and Nexor
Superstore, a.o.

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 elected as the Company's auditor.

15.  Proposal by the Board of Directors concerning the distribution of
distributable equity

The Board of Directors proposes to the AGM that EUR 0.10 per share be
distributed from the Expendable fund in the distributable equity as a repayment
of capital. The repayment of distributable equity would be paid to shareholders
entered in the Company's register of shareholders maintained by Euroclear
Finland Ltd on 29 March 2010, the record date for dividend payment. The payment
date would be 7 April 2010.

Shareholders having not transferred their shares to the book-entry system by the
afore-mentioned record date shall receive the distribution only after their
shares have been transferred to the book-entry system.

16.          Proposal by the Board of Directors to amend Section 12 of the
Articles of Association

The Board of Directors proposes to the AGM that Section 12 of the Articles of
Association of the Company be amended so that the Notice to the General Meeting
of the Shareholders shall be delivered no earlier than two (2) months and no
later than three (3) weeks before the General Meeting, however, no later than
nine (9) days before the record date of the General Meeting.

17.          Authorising  the Board of Directors to decide to acquire the
Company's own shares

The Board of Directors proposes to the AGM that the Board be authorised to
decide on the acquisition of the company's own shares on the following terms and
conditions:

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 300,000 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
in public trade arranged by NASDAQ OMX Helsinki Oy ("Stock Exchange"), using
funds in the company's distributable equity.

Targeted acquisition
The own shares shall be acquired in public trade on 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.

18.          Authorising  the Board of Directors to decide on a share issue

The Board of Directors proposes to the AGM that the Board of Directors be
authorised to decide on a share issue in which the Company's own shares held by
the Company can be conveyed 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 500,000 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 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
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.

19.          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/en<http://www.orion.fi/en>. 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 no later than 3 March
2010. 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 Euroclear Finland Ltd, on 12 March 2010 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 19 March 2010 at 10.00 a.m. Finnish time. The notice can
be given in either of the following ways:

a)     Through Internet, at www.orion.fi/en <http://www.orion.fi/en>
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 to request information on
the matters 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 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. A shareholder, whose shares are nominee registered
and who aims to participate in the Annual General Meeting, must be entered in
the Company's temporary register of shareholders no later than 19 March
2010, 10.00 a.m. Finnish time.

4.     Other information

On 9 February 2010, the date of the Notice to the AGM, the total number of
shares in Orion Corporation is 141,257,828, of which 51,140,668 are Class A
shares and 90,117,160 are Class B shares. The total number of votes is
1,112,930,520, of which Class A shares account for 1,022,813,360 votes and Class
B shares for 90,117,160 votes.


Espoo, 9 February 2010

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



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


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