Orion - Notice to general meeting

Notice to the annual general meeting of Orion Corporation

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.

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