Orion - Decisions of general meeting

Orion Corporation: Decisions by the AGM on 24 March 2010

Orion - Stock Exchange Release
ORION CORPORATION: DECISIONS BY THE AGM ON 24 MARCH 2010


ORION CORPORATION   STOCK EXCHANGE RELEASE   24 MARCH 2010  AT 4.30 P.M. EET




Orion Corporation: Decisions by the AGM on 24 March 2010


At the Annual General Meeting of Orion Corporation held today, the following
decisions were made:
-      A dividend of EUR 1.00 per share was confirmed to be paid for 2009.
Additionally, EUR 0.10 per share was confirmed to be paid to the shareholders as
a repayment of capital. The record date for the dividend payment and the
repayment of capital is 29 March 2010 and the payment date is 7 April 2010.

-      The proposals concerning the election and remuneration of the Board of
Directors and the auditor, amendment of Section 12 of the Articles of
Association and authorisations to the Board of Directors to acquire and convey
the company's own shares were approved.

-      Sirpa Jalkanen, Eero Karvonen, Matti Kavetvuo, Hannu Syrjänen and Jukka
Ylppö were re-elected and Heikki Westerlund was elected as a new member to the
Board of Directors. Hannu Syrjänen was elected as Chairman.



The Annual General Meeting of Orion Corporation was held today in Helsinki. 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 handled
the proposals concerning the election and remuneration of the Board of Directors
and the auditor, repayment of capital from the distributable equity, amendment
of Section 12 of the Articles of Association, and an authorisation to the Board
of Directors to acquire and convey the company's own shares.

Adoption of the Financial Statements for 1 January - 31 December 2009
The AGM confirmed the Financial Statements of the parent company and the Group
as per 31 December 2009. The members of the Board of Directors and the President
were discharged from liability for the financial period of 1 January - 31
December 2009.

Dividend EUR 1.00 per share
A dividend of EUR 1.00 per share was approved for 2009. The record date for the
dividend payment is
29 March 2010 and the payment date is 7 April 2010.

Remunerations to be paid to the Board of Directors
As an annual fee for the term of office of the Board of Directors, the Chairman
shall receive EUR 72,000, the Vice Chairman shall receive EUR 49,000 and the
other members shall receive EUR 36,000 each. As a fee for each meeting attended,
the Chairman shall receive EUR 1,200, the Vice Chairman shall receive EUR 900
and the other members shall receive EUR 600 each. In accordance with previously
adopted practice, the travel expenses of all Board members shall be paid in
accordance with the travel policy of the company. The afore-mentioned fees shall
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% shall be paid in cash and 40% in Orion Corporation
B-shares, which shall 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
shall be paid no later than 30 April 2010. The annual fees encompass the full
term of office of the Board of Directors.

Six members in the Board of Directors. Heikki Westerlund elected as a new
member. Hannu Syrjänen elected as Chairman
The number of members in the Board of Directors was confirmed to be six. Sirpa
Jalkanen, Eero Karvonen, Matti Kavetvuo, Hannu Syrjänen and Jukka Ylppö were
re-elected, and Heikki Westerlund was elected as a new member to the Board of
Directors for the next term of office. Hannu Syrjänen was elected as Chairman.

Auditor and their remuneration
PricewaterhouseCoopers Oy, Authorised Public Accountant Firm, was re-elected as
the company's Auditor for the next term. The remuneration of the auditor shall
be based on invoicing as approved by the company.

EUR 0.10 per share as a repayment of capital
EUR 0.10 per share was decided to be distributed to the shareholders from the
Expendable fund in the distributable equity as a repayment of capital. The
record date for the repayment is 29 March 2010 and the payment date is 7 April
2010.

Amendment to Section 12 of the Articles of Association
Section 12 of the Articles of Association of the Company was decided to 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.

Authorisation of the Board of Directors to decide on acquisition of the
company's own shares
The Board of Directors was authorised by the AGM to decide on the acquisition of
the company's own shares on the proposed terms and conditions. The terms and
conditions are attached to this release as Appendix 1.

Authorisation of the Board of Directors to decide on a share issue
The Board of Directors was authorised by the AGM to decide on a share issue in
which the company's own shares held by the company can be conveyed on the
proposed terms and conditions. The terms and conditions are attached to this
release as Appendix 2.



Orion Corporation




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



Contact person:
Terhi Ormio, VP, Communications, phone +358 50 966 4646






Appendices (on the following pages):

Appendix 1  Authorisation of the Board of Directors to decide on acquisition of
the company's own shares
Appendix 2  Authorisation of the Board of Directors to decide on a share issue


APPENDIX 1


Authorisation of the Board of Directors to decide on acquisition of the
company's own shares

The Board of Directors of Orion Corporation was authorised by the AGM of 2010 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.



APPENDIX 2

Authorisation of the Board of Directors to decide on a share issue

The Board of Directors of Orion Corporation was authorised by the AGM of 2010 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.



Publisher:
Orion Corporation
Orionintie 1A, FI-02200 Espoo
Homepage: www.orion.fi <http://www.orion.fi/>



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