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12 JANUARY 2023 at 10.15 EET
Recommendation by the Orion Nomination Committee on the proposals to be submitted to the 2023 Annual General Meeting
The Nomination Committee of Orion Corporation has on 12 January 2023 given to the company’s Board of Directors its recommendation on the proposal to the Annual General Meeting of 2023 concerning the composition of the Board of Directors to be elected by the meeting. The Committee recommends that the following proposal be presented to the AGM of 2023:
Recommendation on the number of members of the Board of Directors and its composition
The number of Board members would be eight.
The present members of the Board, Kari Jussi Aho, Maziar Mike Doustdar, Ari Lehtoranta, Veli-Matti Mattila, Hilpi Rautelin, Eija Ronkainen, Mikael Silvennoinen and Karen Lykke Sørensen would be re-elected for the next term of office.
Mikael Silvennoinen would be re-elected as the Chairman of the Board.
Recommendation on remuneration to be paid to members of the Board of Directors
In addition, the Nomination Committee announces as its recommendation that the following remunerations would be paid to the Board of Directors:
As an annual fee, the Chairman would receive EUR 100,000, the Vice Chairman would receive EUR 61,000 and the other members would receive EUR 50,000 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 would be EUR 61,000.
In addition, 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 the previously adopted practice. The aforementioned meeting attendance fees would 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 would be doubled if the meeting was 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 would be paid in cash and 40 percent in Orion Corporation B shares, which would be acquired for the members over the period 28 April–5 May 2023 from the stock exchange in amounts corresponding to EUR 40,000 for the Chairman, EUR 24,400 for the Vice Chairman and for the board members acting as the Chairmen of the Audit Committee and the R&D Committee and EUR 20,000 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 would be paid no later than 31 May 2023. 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.
Potential statutory social security and pension costs incurring to Board members having permanent residence outside Finland would be borne by Orion Corporation as required by the applicable national legislation.
Board members would be 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 would expire at the end of the membership 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.
The Nomination Committee notes that the annual fees are recommended to be increased approximately by 11 percent. Meeting fees are the same as those decided in 2022.
The members of the Nomination Committee belonging to the Board of Directors did not participate in the consideration or decision-making of the recommendation on the remuneration of the Board of Directors.
The Nomination Committee has consisted of the following members: Heikki Westerlund, Chairman, Annika Ekman, Petteri Karttunen, Timo Maasilta, Hilpi Rautelin and Mikael Silvennoinen.
Heikki Westerlund, Chairman of the Nomination Committee
Tel. +358 50 559 6580
Orion is a globally operating Finnish pharmaceutical company – a builder of well-being. Orion develops, manufactures and markets human and veterinary pharmaceuticals and active pharmaceutical ingredients. The company is continuously developing new drugs and treatment methods. The core therapy areas of Orion’s pharmaceutical R&D are oncology and pain. Orion’s net sales in 2021 amounted to EUR 1,041 million and the company had about 3,350 employees at the end of the year. Orion’s A and B shares are listed on Nasdaq Helsinki.