ORION CORPORATION
STOCK EXCHANGE RELEASE - DECISIONS OF GENERAL MEETING
24 MARCH 2026 at 16.30 EET
Decisions taken by Orion Corporation's Annual General Meeting and Board of Directors' organising meeting on 24 March 2026
At the Annual General Meeting of Orion Corporation held today, the following decisions were made:
- A dividend of EUR 1.80 per share was confirmed to be paid. The dividend is paid in two instalments.
- The proposals concerning the election and remuneration of the Board of Directors, the election and remuneration of the auditor and the sustainability reporting assurance provider, and the number of the members of the Board of Directors were approved.
- Kari Jussi Aho, Ari Lehtoranta, Veli-Matti Mattila, Hilpi Rautelin, Henrik Stenqvist and Karen Lykke Sørensen were re-elected to the Board of Directors. Minna Maasilta and Sophie Papa were elected as new members. Veli-Matti Mattila was re-elected as Chairman.
- The AGM adopted the Remuneration Report for the Company's governing bodies for 2025.
- The Board of Directors was authorised to decide to acquire the Company's own shares.
- The Board of Directors was authorised to decide on a share issue by conveying own shares.
- The Board of Directors was authorised to decide on a share issue by issuing new shares.
The Annual General Meeting of Orion Corporation was held today on 24 March 2026 at Messukeskus Siipi conference centre in Helsinki.
The following matters were handled at the meeting:
Adoption of the Financial Statements for 1 January - 31 December 2025
The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2025.
Dividend EUR 1.80 per share
The AGM resolved, in accordance with the proposal by the Board of Directors, that a dividend of EUR 1.80 per share will be paid on the basis of the Balance Sheet confirmed for the financial year that ended on 31 December 2025. The dividend is paid in two instalments. The record date for the first instalment of EUR 0.90 per share is 26 March 2026 and the payment date is 2 April 2026. The record date for the second instalment of EUR 0.90 per share is 20 October 2026 and the payment date is 27 October 2026. In addition, the AGM authorised the Board of Directors to resolve, if necessary, on a new record date for payment and payment date for the second instalment of the dividend in case of changes in the rules of Euroclear Finland Oy or the regulations regarding the Finnish book-entry system or if other rules binding the Company so require.
Discharge from liability
The members of the Board of Directors and the President and CEO were discharged from liability for the financial period of 1 January - 31 December 2025.
Remuneration Report
The AGM adopted the Remuneration Report for the Company's governing bodies for 2025. The resolution is advisory in accordance with the Finnish Companies Act.
Remunerations to be paid to the Board of Directors
The AGM decided that the following remunerations will be paid to the Board of Directors:
As an annual fee, the Chairman shall receive EUR 120,000, the Vice Chairman shall receive EUR 73,000 and the other members shall receive EUR 60,000 each. However, if a member of the Board acts as the Chairman of the Audit Committee or the R&D Committee, her/his annual fee shall be EUR 73,000.
In addition, 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. The travel expenses of the Board members shall be paid in accordance with the previously adopted practice. The aforementioned meeting attendance fees shall also be paid to the Chairmen and to the members of the committees established by the Board. The meeting attendance fees of Board members permanently resident outside Finland shall be doubled if the meeting is held outside the country of residence of such a member and the person attended the meeting at the place of the meeting.
Of the above-mentioned annual fees, 60 percent shall be paid in cash and 40 percent in Orion Corporation B shares, which shall be acquired for the members over the period 24 April - 30 April 2026 from the stock exchange in amounts corresponding to EUR 48,000 for the Chairman, EUR 29,200 for the Vice Chairman and for the Board members acting as the Chairmen of the Audit Committee and the R&D Committee and EUR 24,000 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 29 May 2026. The annual fees shall encompass the full term of office of the Board of Directors.
In addition, the AGM decided that the Company shall pay the transfer tax related to the part of the annual fee of the Board of Directors paid in shares. Potential statutory social security and pension costs incurring to Board members having permanent residence outside Finland shall be borne by Orion Corporation as required by the applicable national legislation.
Board members are required to retain ownership of the Orion Corporation B shares paid as fees for a period of two years from the date of payment of the fees. However, if the person's membership of the Board of Directors of the Company were to end before the expiry of the restriction on transfer, the restriction on transfer shall expire at the end of the membership of the Board of Directors.
Composition of the Board of Directors
The number of members of the Board of Directors was confirmed to be eight. Kari Jussi Aho, Ari Lehtoranta, Veli-Matti Mattila, Hilpi Rautelin, Henrik Stenqvist and Karen Lykke Sørensen were re-elected as members to the Board of Directors for the next term of office. Minna Maasilta and Sophie Papa were elected as new members. Veli-Matti Mattila was re-elected as Chairman.
Auditor and the Sustainability Reporting Assurance Provider and their remuneration
Authorised Public Accountants KPMG Oy Ab were elected as the Company's auditor. Sustainability Reporting Audit Firm KPMG Oy Ab were elected as the Company's Sustainability Reporting Assurance Provider. The remunerations to the Auditor and the Sustainability Reporting Assurance Provider shall be paid on the basis of invoicing approved by the Company.
Authorising the Board of Directors to decide to acquire 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 following terms and conditions:
Maximum number 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 Class B shares of the Company.
Consideration to be paid for the shares
The own shares shall be acquired at market price at the time of the acquisition quoted in trading on the regulated market organised by Nasdaq Helsinki Ltd, using funds in the Company's unrestricted equity.
Directed acquisition
The own shares shall be acquired otherwise than in proportion corresponding to the shareholders' holdings in trading on the regulated market organised by Nasdaq Helsinki Ltd. The shares shall be acquired and paid for in accordance with the rules of the Nasdaq Helsinki Ltd and Euroclear Finland Ltd.
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Retaining, cancellation and conveyance of the shares
The own shares acquired by the Company can be retained, cancelled, or conveyed by the Company.
The shares can be acquired for using them as part of the Company's incentive system, or otherwise conveying or cancelling 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 for 18 months from the decision of the Annual General Meeting.
Authorising the Board of Directors to decide on a share issue by conveying own shares
The Board of Directors was authorised by the AGM to decide on a share issue by conveying the Company's own shares held by the Company on the following terms and conditions:
Maximum number 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 1,000,000 own Class B shares held by the Company. The maximum number of own shares held by the Company to be conveyed represents approximately 0.71% of all shares in the Company and approximately 0.14% of all the votes in 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 may be conveyed
- by selling them in trading on the regulated market organised by Nasdaq Helsinki Ltd;
- in a directed issue to the Company's shareholders in proportion to their holdings at the time of the conveyance regardless of whether they own Class A or B shares; or
- in a directed issue, deviating from the shareholder's pre-emptive rights, if there is a weighty financial reason, such as using the shares as part of the Company's incentive system. The directed share issue can be without payment only if there is an especially weighty financial reason in view of the Company and the interests 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 for five years from the decision of the Annual General Meeting.
This decision cancels the corresponding share issue authorisation concerning conveyance of own shares given by the Annual General Meeting of Orion Corporation on 23 March 2022 to the extent the authorisation has not yet been exercised.
Authorising the Board of Directors to decide on a share issue by issuing new shares
The Board of Directors was authorised by the AGM to decide on a share issue by issuing new shares on the following terms and conditions:
Number of new shares to be issued
On the basis of the authorisation, the Board of Directors shall be entitled to decide on the issuance of no more than 14,000,000 new Class B shares. The maximum number of shares to be issued corresponds to less than 10% of all shares in the Company and less than 2% of all votes in the Company.
The new shares may be issued only against payment.
Shareholder's pre-emptive rights and directed share issue
New shares may be issued
- in a directed issue to the Company's shareholders in proportion to their holdings at the time of the issue regardless of whether they own Class A or B shares; or
- in a directed 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 as consideration in possible corporate acquisitions or other arrangements related to the Company's business or financing investments.
The authorisation may not be used as a part of the Company's incentive system. The new shares may not be issued to the Company itself.
Subscription price in the Balance Sheet
The amounts paid for new shares issued 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 issuance of shares.
The share issue authorisation concerning issuance of new shares shall be valid until the next Annual General Meeting of the Company.
This authorisation does not cancel the authorisation to the Board of Directors to decide on a share issue by conveying own shares set out in item 17 of this Annual General Meeting.
The minutes of the AGM will be provided in Finnish only, and they will become available on Orion's website, http://www.orionpharma.com, no later than 7 April 2026.
Organising meeting of the Board of Directors
In its organising meeting, the Board of Directors of Orion Corporation elected Hilpi Rautelin as Vice Chairman. The compositions of the Board committees were decided to be as follows:
Personnel and Remuneration Committee:
Veli-Matti Mattila, Chairman
Kari Jussi Aho
Sophie Papa
Hilpi Rautelin
Audit Committee:
Henrik Stenqvist, Chairman
Ari Lehtoranta
Minna Maasilta
Karen Lykke Sørensen
R&D Committee:
Hilpi Rautelin, Chairman
Kari Jussi Aho
Minna Maasilta
Sophie Papa
Karen Lykke Sørensen
The Company also has a Nomination Committee, the election of which was announced in a Stock Exchange Release on 24 April 2025.
All members of the Board of Directors have been assessed to be independent of the company and its significant shareholders.
Orion Corporation
| Liisa Hurme President and CEO | Mikko Kemppainen General Counsel |
Contact person:
Mikko Kemppainen, General Counsel
tel. +358 10 426 4474
Publisher:
Orion Corporation
Communications
Orionintie 1A, FI-02200 Espoo, Finland
http://www.orionpharma.com
Orion Pharma is a globally operating Nordic pharmaceutical company - a builder of well-being for over a hundred years. We develop, manufacture and market human and veterinary pharmaceuticals as well as active pharmaceutical ingredients, combining our trusted expertise with continuous innovation. We have an extensive portfolio of proprietary and generic medicines and consumer health products. The core therapy areas of our pharmaceutical R&D are oncology and pain. Proprietary products developed by us are used to treat cancer, respiratory diseases and neurological diseases, among others. In 2025 our net sales amounted to EUR 1,890 million, and we employ about 4,000 professionals worldwide, dedicated to building well-being.
