Orion - Company Announcement

Notice to the Annual General Meeting of Orion Corporation

ORION CORPORATION STOCK EXCHANGE RELEASE 7 FEBRUARY 2012 at 12.15  EET

The Board of Directors of Orion Corporation has decided today to convene the
Annual General Meeting of the Shareholders of Orion Corporation on 20 March
2012. The Notice to the Meeting will be published in Finnish in the Helsingin
Sanomat newspaper on Wednesday, 8 February 2012, 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 Tuesday 20 March 2012 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 12.30.
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 2011, 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 1.30 per share be paid on
the basis of the Balance Sheet confirmed for the financial year that ended on
31 December 2011. 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, 23 March 2012. The date
of the dividend payment is 4 April 2012.

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

The Board of Directors proposes to the Annual General Meeting that EUR 0.12 per
share be distributed from the reserve for invested unrestricted 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 23 March 2012, the record date for dividend payment.
The payment date is 4 April 2012.

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.

10.         Decision on the discharge of the members of the Board of Directors
and the President and CEO from liability

11.         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 76,000, the Vice Chairman would receive EUR 51,000 and the other members
would receive EUR 38,000 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 all Board members
would be paid in accordance with previously adopted practice. 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 26-30 March 2012 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 would be paid
no later than 30 April 2012. 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.

12.         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 six.

13.         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 Annual General Meeting that of the present members,
Sirpa Jalkanen, Eero Karvonen, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö
would be re-elected and Timo Maasilta, M. Sc. (Tech.) would be elected as a new
member for the next term of office.

Hannu Syrjänen would be re-elected as Chairman.

Of the present members, Matti Kavetvuo has reached the age of 67 and therefore
cannot be elected member of the Board of Directors according to the Articles of
Association.

The proposed new member, Timo Maasilta, M.Sc. (Tech.), born 1954, is the
Managing Director of Tukinvest Oy, an investment company, and the Managing
Director of Maa- ja vesitekniikan tuki ry. He has over 25 years experience in
management and board-level positions. Maasilta holds many positions of trust,
among others Chairman of the Board of Directors of Maa- ja vesitekniikan tuki ry
and Chairman of the Board of Directors of Tuen Kiinteistöt Oy. Between 1991 and
2002, he was a Member of the Supervisory Board of Orion Corporation and between
2004 and 2011 the Chairman of the Nomination Committee of Orion Corporation. His
earlier positions of trust include among others board memberships in Amer Sports
Corporation, Ompus Inc. and Amer Cultural Foundation.

14.         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.

15.         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 PricewaterhouseCoopers
Oy, authorised public accountants, be elected as the Company's auditor.

16.         Closing 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/en. 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
28 February 2012. 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 8 March 2012 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 15 March 2012 at 10.00 a.m. Finnish time. The notice can
be given in either of the following ways:

 a. Through Internet, atwww.orion.fi/en
 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. 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.

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 Oy on 8
March 2012. Additionally, the holder of those shares is requested to be
temporarily entered in the shareholder register maintained by Euroclear Finland
Oy no later than 15 March 2012 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.

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.

3.            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 7 February 2012, the date of the Notice to the Annual General Meeting, the
total number of shares in Orion Corporation is 141,257,828, of which 44,993,218
are Class A shares and 96,264,610 are Class B shares. The total number of votes
is 996,128,970, of which Class A shares account for 899,864,360 votes and Class
B shares for 96,264,610 votes.



Espoo, 7 February 2012
Orion Corporation
Board of Directors



Orion Corporation

Timo Lappalainen  Olli Huotari
President and CEO SVP, Corporate Functions



Contact persons:
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
www.orion.fi

Orion is an innovative European R&D-based pharmaceutical and diagnostic company
with a special emphasis on developing medicinal treatments and diagnostic tests
for global markets. Orion develops, manufactures and markets human and
veterinary pharmaceuticals, active pharmaceutical ingredients and diagnostic
tests. Orion's pharmaceutical R&D focuses on the following core therapy areas:
central nervous system drugs, oncology and critical care drugs, and Easyhaler(®)
pulmonary drugs.

The Group's net sales in 2011 amounted to EUR 918 million. The Company invested
EUR 88 million in research and development. At the end of 2011, the Group had
about 3,400 employees, of whom about 2,700 worked in Finland and the rest in
other countries. Orion's A and B shares are listed on NASDAQ OMX Helsinki.

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