2008-02-07 07:45:39 CET

2008-02-07 07:46:13 CET


REGULATED INFORMATION

English
Orion - Company Announcement

Matters to be handled at Orion's AGM on 25 March 2008


The Annual General Meeting of Orion Corporation will be held at the
Helsinki Fair Centre on Tuesday, 25 March 2008 at 14.00 p.m.  In
addition to the matters in accordance with section 10 of the Articles
of Association and Section 3 of Chapter 5 of the Companies Act, the
meeting will handle the Board's proposals concerning authorisations
to the Board of Directors to acquire and convey the company's own
shares, and the election and remuneration of the Board of Directors
and the auditors. A dividend of EUR 1.00 per share is proposed to be
distributed for 2007.


The shareholders of Orion Corporation are convened to the Annual
General Meeting of the Shareholders on Tuesday, 25 March 2008 at
14.00 p.m. at the Amfi Hall of the Helsinki Fair Centre, address:
Messuaukio 1, 00520 Helsinki.


The matters to be handled at the meeting

1.         Matters specified in section 10 of the company's Articles
of Association and Section 3 of Chapter 5 of the Companies Act as
subject to the decision by the Annual General Meeting


2.       Authorisation concerning the acquisition of 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 2,400,000
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 OMX Nordic Exchange
Helsinki Oy ("Stock Exchange"), using funds in the company's
non-restricted 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 the Finnish Central
Securities Depository 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.

No more than 350,000 B-shares of the company can be acquired for the
company's incentive system, for conveyance to the persons included in
the system.

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 until the end
of the year 2009 Annual General Meeting of the Shareholders.


3.       Authorisation concerning the conveyance of the company's own
shares

The Board of Directors proposes to the AGM that the Board be
authorised to decide on the conveyance of the company's own shares 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 2,400,000
B-shares of Orion Corporation.

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

Conveyance of  own  shares,  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 OMX Nordic
Exchange 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.
-           As part of the company's incentive system, no more than
350,000 B-shares of the company can be conveyed to the persons
included in the system.

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 year 2009 Annual General Meeting of the Shareholders.



4.       Composition and remuneration of the Board of Directors

In accordance with the proposal given by the Nomination Committee of
the company, the Board of Directors proposes to the AGM that the
composition of the Board of Directors be decided on as follows:

The number of Board members would be six. The present members, i.e.
Eero Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen, Hannu
Syrjänen and Jukka Ylppö would be re-elected for the next term of
office. Matti Kavetvuo would be re-elected as Chairman.

The Nomination Committee has also 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 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 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
31 March - 4 April 2008 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 2008. 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.


5.       Auditors and their remuneration

In accordance with the recommendation by the Audit Committee of the
Board of Directors, the Board proposes that PricewaterhouseCoopers
Oy, Authorised Public Accountant Firm, be elected as Auditor for the
next term and that Kati Malmivuori, Authorised Public Accountant, be
elected as Deputy Auditor, and that the remuneration of the auditors
be paid on the basis of invoicing.


Dividend payment

The Board of Directors proposes that a dividend of 1.00 euro per
share be paid for the financial year that ended on 31 December 2007.

If the Annual General Meeting approves the proposal of the Board of
Directors, the dividend shall be paid to Orion Corporation
shareholders entered in the shareholders' register maintained by the
Finnish Central Securities Depository Ltd. on the record date, 28
March 2008. The date of the dividend payment is 4 April 2008.

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.


Documents

The documents provided for in the Companies Act shall be held
available as of 11 March 2008 for the shareholders at the head office
of the company in Espoo, address: Orionintie 1 A, 02200 Espoo. Copies
of the documents will be sent to a shareholder upon request, and they
will be also available at the AGM. The Annual Report 2007 will be
published on the company's website and it will be mailed during week
10.

The Notice to Convene the Annual General Meeting will be available on
Orion's homepage www.orion.fi as of 8 February 2008.




Orion Corporation


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




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





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