Orion - Notice to general meeting

Notice to the Annual General Meeting of Orion Corporation

ORION CORPORATION STOCK EXCHANGE RELEASE  2 FEBRUARY 2016 at 14:30 p.m.
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 Tuesday 22 March 2016 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 2015, 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 2015.
     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 2016. The date of the dividend payment is 4 April 2016.

     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, which are the same as in the previous year, be
     paid to the Board of Directors:

     As an annual fee, 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 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 29 March-1 April
     2016 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 29 April 2016. The
     annual fees shall encompass the full term of office of the Board of
     Directors.

     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 27 January 2016, the Board of
     Directors proposes to the Annual General Meeting that of the present Board
     members, Sirpa Jalkanen, Timo Maasilta, Mikael Silvennoinen, Hannu
     Syrjänen, Heikki Westerlund and Jukka Ylppö would be re-elected and M.D.,
     Specialist in Internal Medicine Eija Ronkainen would be elected as a new
     member for the next term of office.

     The current Chairman of the Board Hannu Syrjänen would be re-elected as
     Chairman.

     Essential personal data of Eija Ronkainen:

     Born: 1966

     Education and profession: M.D., Specialist in Internal Medicine

     Spouse: Eero Karvonen

     Essential work experience:

       * Specialist in Internal Medicine, Hyvinkää Hospital 1999-2002 and 2006-
       * Resident Physician, Helsinki University Central Hospital 1995-1999 and
         Hyvinkää Hospital 1992-1995

     Current key position of trust: Member of the Board of Directors: EVK-
     Capital Oy 2015-




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



     The Board of Directors proposes to the Annual General Meeting 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 500,000 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 at trading on regulated market organised by Nasdaq Helsinki Ltd
       ("Stock Exchange"), using funds in the Company's unrestricted equity.

       Targeted acquisition
       The own shares shall be acquired through trading on regulated market
       organised by 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.



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



     The Board of Directors proposes to the Annual General Meeting 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 600,000 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.

       Shareholder's pre-emptive rights and targeted issue
       The own shares held by the Company can be conveyed

          -  by selling them through trading on regulated market organised by
       Nasdaq Helsinki Ltd ("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 shareholder's 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 the
       reserve for invested unrestricted 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.

       This decision cancels the share issue authorisation confirmed by the
       Annual General Meeting of Orion Corporation on 19 March 2013, for the
       part which has not yet been exercised.



 17. 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 2016. 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 2016 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 2016 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
     2016. 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 2016 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 2 February 2016, the date of the Notice to the Annual General Meeting,
     the total number of shares in Orion Corporation is 141,257,828, of which
     38,906,154 are Class A shares and 102,351,674 Class B shares. The total
     number of votes is 880,474,754, of which Class A shares account for
     778,123,080 votes and Class B shares for 102,351,674 votes.






Espoo, 2 February 2016

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, Finland
Homepage: www.orion.fi


Orion is a globally operating Finnish company developing pharmaceuticals and
diagnostic tests - 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 2015 amounted to EUR 1,016 million and the company had
about 3,400 employees. Orion's A and B shares are listed on Nasdaq Helsinki.

[HUG#1983030]