74370029VAHCXDR7B745-2024-12-31-0-en

Report by the Board of


Orion in brief ...............................................................................................	4
Report by the Board of Directors of Orion Corporation for the financial year 2024 .......................................................................	6
Sustainability statement .......................................................................	26
Corporate Governance Statement .....................................................	107
Consolidated financial statements (IFRS) .............................................	142
Parent company Orion corporation financial statements (FAS) ......	190
Proposal by the Board of Directors of Orion Corporation to the Annual General Meeting 2025 on the resolution on the use of the profit shown on the Balance Sheet and the distribution of dividend .......................................................................................................	206
Signatures for the Financial Statements and Report by the Board of Directors .........................................................................	207
Auditor’s Report .........................................................................................	208
Assurance Report on the Sustainability Report ...................................	212
Independent Auditor’s Reasonable Assurance Report on Orion Corporation’s ESEF Financial Statements .............................................	215

Translated, non-official version of Orion Corporation’s Financial statement

documents 2024, presented in ESEF format.

All the figures in the financial statements have been rounded, which is why

the total sums of individual figures may differ from the total sums shown.

Directors and Financial

Statements 2024

ORION CORPORATION | Financial Statement documents 2024 4/217

Orion in brief

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 A and B shares are listed on Nasdaq Helsinki.

Business areas in the end of 2024



INNOVATIVE MEDICINES Innovative medicines developed or marketed by Orion, and which have patent or other product protection. Research focus areas oncology and pain.	BRANDED PRODUCTS Orion’s in-house developed legacy products and other products with brand value that provides a competitive advantage.	GENERICS AND CONSUMER HEALTH Generic prescription medicines and self-care products.	ANIMAL HEALTH Proprietary and generic products for companion animals and livestock.	FERMION Active pharmaceutical ingredients for Orion and other pharma companies.


	Net sales in 2024 (2023) 1,542 MEUR ( 1,190)
	Operating profit 417 MEUR (275 )
	R&D investments 180 MEUR (127)
	Operating profit margin 27% ( 23%)
	Shareholders at the end of the year 90,222 (88,722)
	Personnel at the end of the year 3,880 (3,744)
	6 production sites in Finland, 1 in France, 1 in Belgium Production sites include packaging and warehouse operations in Salo, Finland and in Arendonk, Belgium

ORION CORPORATION | Financial Statement documents 2024 5/217

Net sales by business

Net sales by market area

Sustainability

Orion is committed to continuously improving its sustainability performance. Orion’s Sustainability Agenda outlines

Company’s comprehensive sustainability development efforts in the short- and long-term. The Sustainability Agenda

comprises four themes: Patient safety as a top priority, Active work for a better environment, Care for well-being

professionals, and Ethics at the core of our business. It aggregates the Company’s sustainability commitments,

targets, actions, and metrics of these four key themes.

Report by the Board of Directors of Orion

Corporation for the financial year 2024


Sustainability Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Corporate Governance Statement . . . . . . . . . . . . . . . . . . . . .	107
Group’s key figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	133
Basic information on Orion’s shares . . . . . . . . . . . . . . . . . . . .	140
Calculation of the key figures . . . . . . . . . . . . . . . . . . . . . . . . . .	141

ORION CORPORATION | Financial Statement documents 2024 7/217

Report by the Board of Directors of Orion Corporation

for the financial year 2024

Group’s key figures

Key figures relating to financial performance


	2022	2023	2024
Net sales, EUR million	1,340.6	1,189.7	1,542.4
EBITDA, EUR million	487.1	326.4	509.4
% of net sales	36.3%	27.4%	33.0%
Operating profit, EUR million	439.6	274.9	416.6
% of net sales	32.8%	23.1%	27.0%
Profit before taxes, EUR million	440.3	271.9	413.1
% of net sales	32.8%	22.9%	26.8%
Profit for the period, EUR million	349.5	216.8	329.9
% of net sales	26.1%	18.2%	21.4%
Research and development expenses, EUR million	133.2	126.9	179.6
% of net sales	9.9%	10.7%	11.6%
Capital expenditure, excluding acquired in business combinations, EUR million	109.6	92.7	86.1
% of net sales	8.2%	7.8%	5.6%
Acquired in business combination, net of cash, EUR million	82.0	0.1
Interest-bearing net liabilities, EUR million	-118.7	93.3	121.7
Basic earnings per share, EUR	2.49	1.54	2.35
Cash flow from operating activities per share, EUR	3.09	0.85	2.09
Equity ratio, %	60.9%	62.3%	61.9%
Gearing, %	-13.1%	10.5%	12.1%
Return on capital employed (before taxes), %	45.1%	25.3%	34.9%
Return on equity (after taxes), %	42.2%	24.1%	34.8%
Average personnel during the period	3,472	3,710	3,712

ORION CORPORATION | Financial Statement documents 2024 8/217

Financial review

Net sales

Orion Group’s net sales increased by 29.6% and totalled EUR 1,542.4 ( 1,189.7) million. Much of

the growth came from Innovative Medicines business division, whose strong development was

driven by Nubeqa®, as well as two significant milestone payments totalling EUR 130 million.

There was one significant milestone payment of EUR 30 million in the comparison period. Sales

of Branded Products, Generics and Consumer Health and Animal Health business divisions also

developed favourably. Exchange rate fluctuations had a EUR 3.9 million positive impact on net

sales. Excluding the significant milestone payments mentioned above, net sales increased by

21.8% to EUR 1,412.4 (1,159.7) million. Net sales of Orion’s top ten pharmaceuticals amounted to

EUR 766.2 (563.7) million. They accounted for 49.7% ( 47.4% ) of total net sales.

Operating profit

Orion Group’s operating profit increased by 51.5% and totalled EUR 416.6 (274.9) million. The

increase was due to growing net sales and especially the growth of Nubeqa® royalties, and two

significant milestone payments, totalling EUR 130 million. The operating profit of the comparison

period includes a milestone payment of EUR 30 million and a EUR 30.7 million positive item

related to the transfer of the insurance portfolio of Orion Pension Fund’s B fund to an external

pension insurance company at the end of 2023. Excluding major milestones (EUR 30 million in

2023 and EUR 130 million in 2024) and the items related to the transfer of the insurance portfolio

of Orion Pension Fund’s B fund in 2023 (EUR 30.7 million in 2023 and EUR 3.4 million in 2024),

operating profit increased by 32.2% to EUR 283.2 (214.2) million.

Gross profit from sales in local currencies increased by EUR 68.8 million from the comparative

period. Price, cost and product portfolio changes had a negative impact of EUR -31.6 million on

gross profit. Currency exchange rate changes had a positive impact of EUR 3.1 million. With the

combined impact of these items, the gross profit from product and service sales was EUR 40.3

million higher than in the comparative period.

Milestone payments accounted for EUR 133.8 (32.4) million and royalties for EUR 271.0 (123.9)

million of net sales and operating profit. Other operating income and expenses accounted for

EUR 9.5 (43.7) million of operating profit.

Operating expenses increased by EUR 112.8 million. The costs were partly increased by the

write-down of EUR 17.5 million due to the termination of the ODM-111 project and the write-

down of EUR 23.5 million due to the termination of the ganaxolone contract. Otherwise, the

increase was mainly due to planned increases in research and development costs, as well as sales

and marketing expenses.

Operating expenses

Sales and marketing expenses increased by 23.7% and totalled EUR 278.1 (224.8) million. The

EUR 23.5 million write-down related to the termination of the ganaxolone contract is included in

the costs for 2024. In other respects, the growth was planned and came mostly from increased

efforts to support the growth of the Branded Products business division. Costs were also

increased by royalties paid to Endo, the total amount of which increased in line with the increase

in Nubeqa® revenues, and by Japan, where Orion established a sales office in 2024. Research

and development expenses increased by 41.5% and totalled EUR 179.6 (126.9) million. R&D

costs accounted for 11.6% (10.7%) of the Group’s net sales. The EUR 17.5 million write-down

related to the termination of the ODM-111 project is included in the costs for 2024. Excluding

that item, the increase in R&D expenses was planned. Administrative expenses increased by 9.2%

and were EUR 81.7 (74.8) million.

Group’s profit

Profit for the period totalled EUR 329.9 (216.8) million. Basic earnings per share were EUR 2.35

(1.54).

Financial position and cash flow

Cash flow from operating activities was significantly better than in the comparative period at EUR

293.4 (119.0) million. The EUR 30 million milestone payment recognised in 2023 increased the

cash flow for the period. The main part of the cash flow effect of the transfer of the insurance

portfolio of Orion Pension Fund’s B Fund (EUR 44.4 million), i.e. the excess cash, was also

recognised in the reporting period. Also, working capital increased clearly less than in the

comparative period. In addition, the cash flow generated by Nubeqa’s product sales and

royalties, for example, was clearly better than in the comparative period.

Cash flow from investing activities was EUR -85.2 (-108.4) million. Cash flow of the comparative

period includes the upfront payments to Amneal and Jemincare, a total of EUR 33 million.

Cash flow from financing activities was EUR -108.8 (-243.2) million. The difference with the

comparative period is due to a total of EUR 150 million loans raised in 2024.

Group’s total liabilities as at 31 December 2024 were EUR 624.1 (548.6) million. Interest-bearing

liabilities amounted to EUR 327.3 (200.0) million. Of the total interest-bearing liabilities, EUR

297.2 (171.0) million were long-term liabilities. The Group had EUR 205.6 (106.7) million in cash

and cash equivalents at the end of the reporting period.

ORION CORPORATION | Financial Statement documents 2024 9/217

Group’s gearing was 12.1% (10.5%) and the equity ratio 61.9% (62.3%). Equity per share was EUR

7.15 (6.34).

Capital expenditure

Capital expenditure totalled EUR 86.1 (92.7 excluding assets acquired in business combination)

million. This comprised EUR 63.6 (72.3) million on property, plant and equipment and EUR 22.5

( 20.4) million on intangible assets.

ORION CORPORATION | Financial Statement documents 2024 10/217

Business review

Orion’s operations and sales network

Orion is headquartered in Espoo, Finland. The company has a total of eight production sites, six

in Finland, one in France and one in Belgium. The company has two large research centres in

Finland and smaller R&D offices in the UK and the US. In addition, Orion’s Animal Health division

has small R&D operations in France and Belgium. Orion also has back-office operations in India

and China.

Orion has decided to outsource the production of its plant in Kuopio, Finland. It is estimated that

the Kuopio plant will continue to operate until at least the summer of 2026. Orion has also

decided to outsource the manufacture of injection products due to Simdax® and Dexdor®

becoming generic. The outsourcing of the manufacturing of injection products will take place

between 2024 and 2027. Both outsourcings are done to European factories. These decisions are

a continuation of Orion’s efforts to continuously improve its operations and their efficiency.

Orion’s products are sold globally in over one hundred countries through Orion’s own sales

network and by partners. Orion has its own sales network in Europe and six countries in the Asia-

Pacific region. Elsewhere in the world, Orion’s human pharmaceuticals are sold mainly by the

company’s partners. Orion is engaged in the sale of veterinary drugs through its own sales

network in the Nordic countries, Belgium, France, some Eastern European countries and

Vietnam. Elsewhere, these products are sold by partners. The company is also engaged in the

sale of Fermion and contract manufacturing products and services globally. In addition, Orion

markets and sells drugs and products manufactured by several other companies.

In 2024, Orion established a sales office in Japan, which initially focuses on the sale of Orion’s

Parkinson’s disease drugs and women’s health products.

Top ten best-selling pharmaceutical products


EUR million	1	1–12/24	1–12/23	Change %
Nubeqa® (prostate cancer)	A	368.3	182.5	> 100 %
Easyhaler® product portfolio (asthma, COPD)	B	166.4	144.2	+15.4%
Entacapone products2 (Parkinson’s disease)	B	84.1	88.4	-4.8%
Dexdomitor®, Domitor®, Domosedan ® and Antisedan® (animal sedatives)	D	31.9	22.8	+40.4%
Burana® (inflammatory pain)	C	24.6	25.1	-2.0%
Divina® series (menopausal symptoms)	B	24.2	21.0	+15.1%
Simdax® (acute decompensated heart failure)	C	19.2	25.7	-25.4%
Dexmedetomidine products for human use3	C	16.4	21.5	-23.4%
Fareston® (breast cancer)	C	16.0	13.5	+18.1%
Trexan® (rheumatoid arthritis, cancer)	C	15.0	19.1	-21.2%
Total		766.2	563.7	+35.9%
Share of net sales, %		49.7%	47.4%

1 Business division, A = Innovative Medicines, B = Branded Products, C = Generics and Consumer Health, D = Animal Health

2 Entacapone products include Stalevo®, Comtess®, Comtan® and all other products including entacapone.

3 Includes Dexdor®, Precedex® and other dexmedetomidine products for human use

Innovative Medicines

The Innovative Medicines business division includes medicines with patent or other product

protection. In addition to the commercial sales and royalties from these products, any milestone

payments or other revenue, such as product sales for R&D use, related to the products or

research and development projects of the business division, are included in its net sales.

Net sales of the division in January–December 2024 increased by more than 100% and totalled

EUR 525.2 (235.1) million. Currently, the net sales of the business division are mainly generated

by Orion’s sales of Nubeqa®. Orion’s sales of Nubeqa® in January–December 2024 more than

doubled and totalled EUR 368.3 (182.5) million, of which royalties were EUR 267.5 (119.7) million

and product sales, i.e., deliveries to Bayer, EUR 100.8 (62.8) million. In addition, the net sales

includes a milestone payment of EUR 70 million related to the sale of Nubeqa®, as well as a EUR

60 million item, recognised as a milestone payment, which was released from the balance sheet

to the profit and loss statement when the collaboration agreement with MSD was converted into

an exclusive licensing agreement for MSD.

Nubeqa® (darolutamide) is approved in more than 85 countries around the world for the

treatment of patients with non-metastatic castration-resistant prostate cancer (nmCRPC), who are

at high risk of developing metastatic disease. It is also approved for the treatment of patients with

ORION CORPORATION | Financial Statement documents 2024 11/217

metastatic hormone-sensitive prostate cancer (mHSPC) in combination with chemotherapy in

over 80 markets around the world. Filings in other regions are underway or planned by Bayer.

In December 2024, Orion and Marinus Pharmaceuticals, Inc. decided to mutually terminate their

European wide marketing and distribution agreement for ganaxolone. Marinus regained

ganaxolone’s commercial rights in Europe where the compound is approved only for the

adjunctive treatment of epileptic seizures associated with rare cyclin-dependent kinase-like 5

(CDKL5) deficiency disorder (CDD) in patients 2 to 17 years of age. As a result of the termination

of the agreement, Orion made a write-down of EUR 23.5 million in the last quarter of 2024.

Branded Products

The Branded Products business division includes products that have a strong brand name which

provides a competitive advantage. Currently, most of the business division’s products are

products developed by Orion. Key products are the Easyhaler® product portfolio, the

entacapone products and the Divina® series. Total net sales of the Branded Products business

division in January–December 2024 increased by 10.2% and were EUR 287.5 (260.9) million. The

growth was mainly driven by the Easyhaler® product portfolio.

Orion’s Easyhaler® is a dry-powder inhaler developed in-house, for which Orion has developed

Easyhaler®-adapted dry-powder formulations of several well-known generic active

pharmaceutical ingredients (salbutamol, beclometasone, budesonide, formoterol, salmeterol

and fluticasone). Total net sales of the Easyhaler® product portfolio for the treatment of asthma

and chronic obstructive pulmonary disease increased by 15.4% and amounted to EUR 166.4

(144.2) million. The sales of the budesonide-formoterol combined formulation increased by

22.3% to EUR 115.4 (94.3) million. The sales of other Easyhaler® products (beclometasone,

budesonide, formoterol, salbutamol and salmeterol-fluticasone combined formulation) increased

by 2.4% to EUR 51.1 (49.9) million. Orion has announced that the Easyhaler® product portfolio

has potential to exceed EUR 200 million in peak annual sales. The estimate is based on, among

others, initiatives and recommendations by healthcare systems and health organisations to prefer

dry-powder inhalers over metered-dose inhalers due to climate reasons.

Orion’s entacapone products for the treatment of Parkinson’s disease are Stalevo®, Comtess®,

Comtan® and other entacapone-containing products. Their total net sales in January–December

2024 decreased by 4.8% and amounted to EUR 84.1 (88.4) million. Sales volume increased but

due to declining prices the net sales was lower than in the comparative period. Orion markets

entacapone products in Europe and in some countries in the Asia-Pacific region. Elsewhere, the

products are sold by partners. The most important individual market for Orion’s entacapone

products is currently Japan, where sales rights returned from Novartis to Orion at the end of

2024. In June 2024, Orion and Navamedic signed a license and supply agreement for a novel

Parkinson's disease treatment Precifit® (Flexilev®), including the OraFID® dispenser. Orion has

exclusive right to market, distribute and sell Precifit® across Europe, excluding Sweden, Norway,

Denmark, and Iceland.

Sales of the Divina® series of hormone replacement products increased by 15.1% to EUR 24.2

(21.0) million.

Generics and Consumer Health

Net sales of the Generics and Consumer Health business division, comprising generic (off-patent)

prescription drugs (including biosimilars) and self-care products, increased by 2.1% in January–

December 2024 and amounted to EUR 528.4 (517.6) million. Sales developed well in all main

market areas. Generic prescription drugs accounted for 75% (75%) and self-care products for

25% (25%) of the business division’s net sales. The net sales of generic prescription drugs

increased by 2.5% and were EUR 396.3 (386.7) million and the net sales of self-care products

increased by 0.9% and were EUR 132.1 (130.9) million.

The Generics and Consumer Health business division has four geographic regions, which are

Finland and Baltics, Scandinavia, Eastern Europe, and Rest of the World (ROW). The division’s

sales in Finland and Baltics increased by 3.5% and amounted to EUR 320.9 (310.2) million. The

increase came mainly from reference-priced prescription drugs. The general decline in the prices

of reference-priced drugs due to price competition continued, but the average price of Orion’s

reference-priced drugs increased slightly. However, the average price of Orion’s reference-

priced drugs is still clearly lower than the average price of reference-priced drugs in general in

the market. Increase in average price and volume both contributed to the sales growth of Orion.

In Scandinavia, the division’s sales increased by 12.6% and totalled EUR 87.8 (78.0) million. In

Eastern Europe, the division’s sales increased by 8.3% and amounted to EUR 50.0 (46.2) million.

Sales in ROW declined by 16.2% and stood at EUR 69.7 (83.2) million. The decline is mostly due

to Simdax®, Trexan® and dexmedetomidine products for human use, and due to Russia, where

Orion sold remaining inventories in early 2023 before exiting the market.

Review of the Finnish human pharmaceuticals

market

Finland is an important market for Orion, generating about a fifth of the Group’s net sales.

Majority of the sales in Finland is generated by the Generics and Consumer Health business

division with reference-priced prescription drugs and self-care products being the main product

groups in Finland. The table below shows the market development in according to Pharmarket

statistics (1–12/2024). The increase in Orion’s reference-priced prescription drugs sales is mainly

explained by volume growth.

ORION CORPORATION | Financial Statement documents 2024 12/217

Sales of human pharmaceuticals in Finland (medicinal and non-medicinal products):


EUR million	1–12/24	1–12/23	Change %
Total sales of human pharmaceuticals (hospital and pharmacy channel)
Market	3,393.5	3,219.2	+5.4%
Orion	351.9	345.3	+1.9%
Prescription drugs total (pharmacy channel)
Market	1,980.9	1,843.7	+7.4%
Orion	211.7	200.4	+5.6%
Reference priced prescription drugs (pharmacy channel)1
Market	516.9	540.2	-4.3%
Orion	113.1	105.9	+6.8%
Self-care products (pharmacy channel)
Market	493.5	488.2	+1.1%
Orion	121.0	119.1	+1.6%

1 The reference-priced prescription drugs group metric counts in products that were reference-priced prescription drugs at the

time the statistics were compiled. For this reason, sales and market share figures in the comparative period may deviate from

previously published data.

Source: Pharmarket sales statistics 1–12/2024

Animal Health

Orion sells veterinary drugs itself in the Nordic countries, Belgium, France, some Eastern

European markets and Vietnam, while the Company operates through partners in Rest of the

World. In addition, Orion markets and sells veterinary drugs manufactured by several other

companies.

Net sales of the Animal Health business division in January–December 2024 increased by 23.4%

and amounted to EUR 128.2 (103.9) million. The return to a more normal level of sales after a

weak year in 2023 partly explains the growth that came from different sources, with animal

sedatives being the largest single contributor.

Sales of animal sedative products accounted for 24.9% (21.9%), or EUR 31.9 (22.8) million, of the

division’s total net sales. The increase is explained by the recovery in deliveries to partners. The

animal sedative product family comprises Orion’s animal sedatives Dexdomitor®

(dexmedetomidine), Domitor® (medetomidine) and Domosedan® (detomidine), and antagonist

Antisedan® (atipamezole), which reverses the effects of the sedatives.

In April 2024, Orion’s partner Zoetis started the launch of Bonqat® in the US.

Fermion

Fermion manufactures active pharmaceutical ingredients for Orion and other pharmaceutical

companies. Its product range comprises nearly 30 pharmaceutical ingredients. It produces active

pharmaceutical ingredients for Orion’s proprietary drugs developed in-house as well as for

certain generic drugs. Fermion manufactures generic pharmaceutical ingredients for other

pharmaceutical companies and offers contract manufacturing services for the development and

manufacturing of new active pharmaceutical ingredients.

External net sales of Fermion in January–December 2024 decreased by 1.8% and totalled EUR

72.3 (73.7) million. Demand for Fermion products has been good and production capacity has

been nearly fully utilised. The production capacity is increasingly more allocated to the

manufacturing of Orion’s active pharmaceutical ingredients.

ORION CORPORATION | Financial Statement documents 2024 13/217

Key licensing and collaboration agreements

regarding assets in the clinical development or

commercialisation phase

Orion has an agreement with Bayer for the development and commercialisation of darolutamide

(i.e. Nubeqa®). Bayer holds global commercial rights to darolutamide, and Orion is entitled to

receive annually tiered royalties on global darolutamide sales. The average annual royalty rate is

initially approximately 20% including product sales to Bayer. As the annual global sales increase,

the average annual royalty rate will increase. If the annual global darolutamide sales were EUR 3

billion, Orion’s average annual royalty rate would be slightly above 25%. Orion manufactures the

product for global markets, i.e. carries the cost of goods sold, and co-promotes the product in

Europe with Bayer. In addition to royalties, Orion is entitled to receive Nubeqa-related sales

milestone payments from Bayer that may total EUR 280 million. The first sales milestone (EUR 30

million) was recorded in Q3 2023 and the second (EUR 70 million) in Q3 2024. There is still one

milestone payment of EUR 180 million, which, according to Orion’s current estimate, could be

recorded in 2026.

In July 2024, Orion and MSD (Merck & Co., Inc. Rahway NJ USA) announced the mutual exercise

of an option to convert the companies’ co-development and co-commercialisation agreement for

opevesostat (ODM-208/MK-5684), an investigational CYP11A1 inhibitor, and other candidates

targeting CYP11A1 into an exclusive global license for MSD. With the exercise of the option, MSD

gained global exclusive rights to develop and commercialise opevesostat and other candidates

targeting CYP11A1 covered by the agreement. Under the terms of the agreement, Orion is

eligible to receive development milestone payments up to USD 30 million, regulatory milestone

payments up to USD 625 million and sales-based milestone payments up to USD 975 million as

well as annually tiered royalty payments ranging from a low double-digit rate up to a rate in the

low twenties on net sales for any commercialised licensed product. The development and

regulatory milestones are determined by the scope of a number of treatment indications and

multiple geographies. Annual sales exceeding several billion US dollars would be required to

reach the total amount of the sales milestones and higher-end of the royalty rate. In addition, as a

result of the exercise of the option, MSD will now assume full responsibility for all past and future

development and commercialisation expenses associated with the candidates covered by the

agreement. As a result of the option exercise and MSD’s assumption of expenses, Orion released

EUR 60 million that was reserved in July 2022 to cover Orion’s share of development cost to be

accrued from the balance sheet to net sales and operating profit in Q3 2024. Orion will retain

responsibility for the manufacture of clinical and commercial supply for MSD. No payment was

associated with the exercise of this option.

Orion has a long-term license agreement with Amneal Pharmaceuticals, Inc. to commercialise

Amneal’s generic products in Orion territories. Under the terms of the agreement, Orion has

exclusive license to commercialise and sell Amneal’s generic products in most parts of Europe as

well as in Australia and New Zealand. The initial portfolio includes a mix of generic products

commercially available in the US today, as well as selected pipeline products currently under

development.

In addition to the above agreements, Orion has a number of other licensing agreements with

various pharmaceutical companies, all of which are important but not considered key

agreements for the Group.

ORION CORPORATION | Financial Statement documents 2024 14/217

Research and development

The core therapy areas of Orion’s pharmaceutical research are oncology and pain. The company

also develops veterinary drugs and selected generic drugs. Orion’s key clinical development

projects are listed in the table below.

In the early research phase, Orion has several projects investigating new drug targets in cancer

and pain. Additionally, Orion has projects underway to develop new veterinary drugs and

selected generic drugs. In addition to the actual drug development, Orion has ongoing projects

aimed at optimising treatment outcomes with existing medicines in different indications by

collecting and using data on patients and medicine use.

Key R&D events

After the reporting period in February 2025, Orion’s partner Newel Health announced that

ROHKEA® VR Therapy (ex-ODD-403) has achieved MDR Class IIa Certification which is an

important milestone to commercialise the product in Europe.

After the reporting period In January 2025, Orion and Invenra announced discovery service and

commercial license agreement to develop innovative bispecific antibody cancer therapeutics.

In December 2024, Orion and Abilita Therapeutics entered research collaboration and option to

license agreement to develop innovative antibody therapeutics.

In November 2024, Orion and Alligator Bioscience amended their agreement concerning two

bispecific antibodies.

In October 2024, Orion decided to terminate the ODM-111 development program due to too

narrow therapeutic window of the molecule. Orion made a write-down of EUR 17.5 million

related to the project in the last quarter of 2024.

In September 2024, Orion strengthened its early-stage research with a new research

collaboration, when Orion and Aitia enter AI-driven drug discovery and drug simulation

collaboration in oncology.

In July 2024, Orion and Bayer’s Phase III ARANOTE trial met its primary endpoint, significantly

increasing radiological progression-free survival (rPFS) with darolutamide + androgen

deprivation therapy (ADT) compared to placebo plus ADT. Based on the results, Bayer has

already submitted applications to extend the marketing authorisation for darolutamide in the US,

the EU and China.

In July 2024, Orion and MSD announced mutual exercise of option providing MSD global

exclusive rights to opevesostat. Going forward, Orion will present in its clinical development

pipeline only the key, i.e. in practice phase III, trials that the partner MSD conducts with

opevesostat. The ongoing Phase II trial CYPIDES is included in Orion’s clinical development

pipeline, as Orion is conducting this study. Further information on clinical trials with opevesostat

is available at https://clinicaltrials.gov/search?term=opevesostat.

Key clinical development projects


Therapy area	Project	Indication	Phase I	Phase II	Phase III	Registration
Oncology	ARANOTE (darolutamide)1	Prostate cancer (mHSPC)				Ongoing
Oncology	ARASTEP (darolutamide)1	Prostate cancer (BCR)			Ongoing
Oncology	OMAHA1 (opevesostat)2	Prostate cancer (mCRPC)			Ongoing
Oncology	OMAHA2a (opevesostat)2	Prostate cancer (mCRPC)			Ongoing
Oncology	CYPIDES (opevesostat)	Prostate cancer (mCRPC)		Ongoing
Oncology	ODM-212 (TEAD inhibitor)	Solid tumours	Ongoing
Pain/neurology	ODM-105 (tasipimidine)	Insomnia		Ongoing
1 In collaboration with Bayer 2 Trial conducted by Orion’s partner MSD with global exclusive rights to opevesostat.			Expected next steps in 2025 • Expanding ODM-212 Phase I with more patients to incorporate more extensive dose evaluation • Expanding ODM-105 Phase II with more patients

ORION CORPORATION | Financial Statement documents 2024 15/217

Personnel

The average number of employees in the Orion Group in January–December 2024 was 3,712

(3,710). Orion has changed the way the number of employees is reported. The company now

reports the headcount, while previously it reported the number of full-time equivalents (FTE).

Salaries and other personnel expenses in January – December 2024 totalled EUR 303.9 (273.0 )

million.

Changes in Executive Management

On 23 January 2024, Orion announced that René Lindell has been appointed Chief Financial

Officer of Orion Group as of 1 May 2024. Lindell started already as of 1 April 2024 as Executive

Advisor (until 30 April 2024) and member of the Group Executive Management Board. Lindell’s

predecessor Jari Karlson retired on 30 April 2024.

On 1 February 2024, Julia Macharey started as Senior Vice President of Orion Group’s new

People & Culture group-level function and member of the Executive Management Board of

Orion Group.

On 22 March 2024, Orion announced that the Corporate Strategy and Program Management

(CSPMO) unit will become part of the Finance and Corporate Business Development group-level

function, and as a result of the change, SVP Virve Laitinen will step down from the Orion

Executive Management Board and will report to the Chief Financial Officer of the Orion Group as

a Head of CSPMO. The change took effect on 1 April 2024.

On 7 May 2024, Orion announced that Olli Huotari, Senior Vice President responsible for

Corporate Functions organisation (including, i.e., Communications, Compliance, Corporate

Responsibility, Intellectual Property Rights, Legal Affairs and Public Affairs) of the Orion Group

and Secretary to the Board of Directors of Orion Corporation, and a member of the Executive

Management Board of the Orion Group has informed the company of his decision to leave

Orion. In order to secure a proper transition of responsibilities to his successor, Orion and

Huotari have agreed that Huotari will continue in his current positions at Orion (including the

membership of the Executive Management Board of the Orion Group) until 31 May 2025, after

which he will leave the company.

On 19 December 2024, Orion announced that Mikko Kemppainen has been appointed as

General Counsel and Secretary to the Board of Directors of Orion Corporation, and a member of

the Executive Management Board of the Orion Group as of 1 June 2025.

Significant legal proceedings

On 26 October 2023, Orion Corporation filed together with Bayer et al a patent infringement

lawsuit against Hetero USA Inc. et al in the United States District Court for the District of

Delaware. Hetero USA Inc. (et al) has filed an Abbreviated New Drug Application (“ANDA”) for

Nubeqa® (darolutamide) with the US Food and Drug Administration seeking approval to

commercialise a generic version of Nubeqa® prior to certain patents expiring in 2036 and 2038.

However, according to Orion’s information, the ANDA as filed does not seek approval prior to

the expiry of the compound patent protection for Nubeqa® (darolutamide) in the US.

In the US, generic pharmaceutical companies may apply for an ANDA after a certain time has

lapsed from the grant of the marketing authorisation of the originator’s product, and such

applications will occur in the ordinary course of business.

In addition to the above, companies belonging to the Orion Group are parties to various legal

disputes, which are not, however, considered to be significant legal proceedings for the Group.

Annual General Meeting 2024

The Annual General Meeting of the Shareholders of Orion Corporation was held on 20 March

2024 in Helsinki. In addition to matters in accordance with Section 10 of the Articles of

Association and Chapter 5, Section 3 of the Limited Liability Companies Act, the meeting dealt

with the Company’s remuneration report, remuneration policy and proposals concerning

authorisation of the Board of Directors to decide on a share issue by issuing new shares.

Distribution of a dividend of EUR 1.62 per share was approved for 2023, in accordance with the

Board’s proposal. The dividend was paid in two instalments, EUR 0.81 on 3 April 2024 and EUR

0.81 on 23 October 2024.

The decisions taken by the Annual General Meeting and the organising meeting of the Board of

Directors were reported in stock exchange releases on 20 March 2024.

ORION CORPORATION | Financial Statement documents 2024 16/217

Agreements referred to in Ministry of

Finance decree 1020/2012, Section 8,

Paragraph 1, Subparagraph 11

Orion and its co-operation partner Bayer (Bayer Consumer Care AG) have licensing,

commercialisation, manufacturing and supply agreements in place concerning the Nubeqa®

drug. These agreements include terms concerning change of control in the company that entitle

a party to terminate the agreement in certain circumstances, as referred to in the Ministry of

Finance Decree 1020/2012, Section 8, Subsection 1, Paragraph 11.

Information on key intangible resources

Orion’s key intangible resources include patents owned by the company, the company brand

and reputation, skilled employees and their specific professional competencies, partnerships

with other pharma companies and other important stakeholders. These resources enable Orion

to maintain its competitive advantage and are a central part of the company’s growth strategy.

ORION CORPORATION | Financial Statement documents 2024 17/217

Events during the financial year 2024


11 Jan 2024	Orion announced that the insurance portfolio of Orion Pension Fund’s B fund was transferred to an external pension insurance company.
23 Jan 2024	René Lindell was appointed Chief Financial Officer of Orion Group as of 1 May 2024.
20 Mar 2024	Orion Corporation’s Annual General Meeting was held in Helsinki.
22 Mar 2024	Orion announced that the Corporate Strategy and Program Management (CSPMO) unit will become part of the Finance and Corporate Business Development unit, and as a result of the change, SVP Virve Laitinen will step down from the Orion Executive Management Board and will report to the Chief Financial Officer of the Orion Group as a Head of CSPMO.
7 May 2024	Orion announced that Olli Huotari, Senior Vice President responsible for Corporate Functions organisation of the Orion Group and Secretary to the Board of Directors of Orion Corporation, and a member of the Executive Management Board of the Orion Group, has decided to leave the company. Huotari will continue in his current positions until 31 May 2025.
1 Jul 2024	Orion and MSD announced mutual exercise of option providing MSD global exclusive rights to opevesostat, an investigational CYP11A1 inhibitor, for the treatment of metastatic castration-resistant prostate cancer.
1 Jul 2024	Orion upgraded full-year outlook for 2024.
17 Jul 2024	Orion announced that phase III ARANOTE trial of darolutamide in combination with androgen deprivation therapy in men with metastatic hormone-sensitive prostate cancer had met its primary endpoint.
11 Sep 2024	Orion upgraded full-year outlook for 2024.
24 Oct 2024	Orion announced that the company terminates ODM-111 development program due to narrow therapeutic window of the molecule.
19 Nov 2024	Orion and Alligator Bioscience amended their agreement concerning two bispecific antibodies.
19 Dec 2024	Orion announced that Mikko Kemppainen has been appointed as General Counsel and Secretary to the Board of Directors of Orion Corporation, and a member of the Executive Management Board of the Orion Group as of 1 June 2025.
30 Dec 2024	Orion and Marinus terminated agreement for ganaxolone in Europe.

Events after the financial year 2024


15 Jan 2025	Orion upgraded full-year outlook for 2024 and provided preliminary information on financial performance for 2024.

ORION CORPORATION | Financial Statement documents 2024 18/217

Shares and shareholders

On 31 December 2024 Orion had a total of 141,134,278 (141,134,278) shares, of which

32,831,608 ( 33,351,382) were A shares and 108,302,670 (107,782,896) B shares. The Group’s

share capital is EUR 92,238,541.46 ( 92,238,541.46). At the end of December 2024, Orion held

632,855 (782,973) B shares as treasury shares. On 31 December 2024, the aggregate number of

votes conferred by the A and B shares was 764,301,975 (774,027,563) excluding treasury shares.

Voting rights conferred by shares

Each A share entitles its holder to twenty (20) votes at General Meetings of Shareholders and

each B share to one (1) vote. However, a shareholder cannot vote more than 1/20 of the

aggregate number of votes from the different share classes represented at a General Meeting of

Shareholders. The Company itself and Orion Pension Fund do not have the right to vote at an

Orion Corporation General Meeting of Shareholders. Both share classes, A and B, confer equal

rights to the Company’s assets and dividends.

Conversion of shares

The Articles of Association entitle shareholders to demand the conversion of their A shares to B

shares within the limitation on the maximum number of shares of a class. A total of 519,774

A shares were converted into B shares in January–December 2024.

Trading in Orion’s shares

Orion’s A shares and B shares are quoted on Nasdaq Helsinki in the Large Cap group under the

Healthcare sector heading under the trading codes ORNAV and ORNBV. Trading in both of the

Company’s share classes commenced on 3 July 2006, and information on trading in the

Company’s shares has been available since that date. On 31 December 2024, the market

capitalisation of the Company’s shares, excluding treasury shares, was EUR 6,004.7 million.

In 2024, a total of 1,761,742 of Orion’s A shares and 54,904,940 B shares were traded on Nasdaq

Helsinki. The total value of the shares traded was EUR 2,320.6 million. During the year, 5.4% of

the A shares and 50.7% of the B shares were traded. The average turnover in Orion’s shares

was 40.2%.

The price of Orion’s A shares increased by 8.7% and the price of its B shares increased by 8.9% in

2024 . On 31 December 2024 the closing quotation was EUR 42.60 for the A shares and EUR

42.78 for the B shares. The highest quotation for Orion’s A shares in 2024 was EUR 49.85 and the

lowest quotation was EUR 32.50. The highest quotation for the B shares in 2024 was EUR 50.16

and the lowest quotation was EUR 31.86.

Orion shares are also traded on various alternative trading platforms in addition to Nasdaq

Helsinki.

Authorisations of the Board of Directors

On 20 March 2024, the Annual General Meeting of Orion Corporation authorised the Board of

Directors to decide on a share issue by issuing new shares. The Board of Directors shall be

entitled to decide on the issuance of no more than 14,000,000 new Class B shares. The share

issue authorisation shall be valid until the next Annual General Meeting of the Company. The

terms of the authorisation are reported in more detail in a stock exchange release on 20 March

2024.

On 23 March 2022, the Annual General Meeting authorised the Board of Directors to decide on a

share issue by conveying own shares. The Board of Directors is entitled to decide on the

conveyance of no more than 1,000,000 own Class B shares held by the Company. The

authorisation to convey own shares is valid for five years from the decision of the Annual General

Meeting. The terms of the authorisation are reported in more detail in a stock exchange release

on 23 March 2022.

The Board of Directors is not authorised to increase the share capital or to issue bonds with

warrants or convertible bonds or stock options.

Share-based incentive plans

The Group has one currently operating share-based incentive plan for key persons of the Group:

Orion Group’s Long-Term Incentive Plan 2022, announced in a stock exchange release published

on 10 February 2022.

Share ownership

Orion’s shares are in the book-entry system maintained by Euroclear Finland, and Euroclear

Finland maintains Orion’s official shareholder register.

At the end of December 2024, Orion had a total of 90,222 (88,722) registered shareholders, of

whom 96% (95%) were private individuals. They held 38% (39%) of the entire share stock and had

61% (62%) of the total votes. There were 48 (46) million nominee-registered and foreign-owned

shares, which was 34% (32%) of all shares, and they conferred entitlement to 9% (9% ) of the total

votes.

At the end of December 2024, Orion held 632,855 (782,973) B shares as treasury shares, which is

0.45% (0.55%) of the Company’s total share stock and 0.08% (0.10%) of the total votes.

ORION CORPORATION | Financial Statement documents 2024 19/217

Flagging notifications

Orion received no flagging notifications during the reporting period. The details of the

notifications published by Orion are available at www.orionpharma.com/en/flaggings.

Management’s shareholdings

At the end of 2024, the members of the Board of Directors owned a total of 693,490 of the

Company’s shares, of which 626,023 were A shares and 67,467 B shares. At the end of 2024, the

President and CEO owned 34,673 of the Company’s shares, which were all B shares. The

members of the Group’s Executive Management Board (excluding the President and CEO)

owned a total of 165,931 of the Company’s shares, which were all B shares. Thus, the Company’s

executive management held 0.63% of all of the Company’s shares and 1.68% of the total votes.

These shareholdings include holdings by controlled corporations.

ORION CORPORATION | Financial Statement documents 2024 20/217

Strategy

Orion’s Board of Directors has confirmed the Company’s strategy.

Global trends and operating environment for

pharma Industry

The following key global trends drive growth opportunities and challenges in pharma industry

and affect Orion’s operating environment:

• Demographics and aging of population: as population ages, the prevalence of various

diseases increases, causing increased demand for drugs and treatments.

• Cost pressure in healthcare and pharmaceuticals: the share of healthcare costs of available

funds continues to increase, both at national and individual level, creating needs for cost-

effective drugs and treatments. Geopolitical developments are decreasing predictability and

causing challenges in global supply chains.

• Advancements in science and technologies: personalised medicine, increased genetic and

epigenetic data and developments in drug dosing and diagnostics create possibilities and

markets for new treatments and therapies.

• Sustainability regulation and demand for sustainability: sustainability and compliance in all

business sectors increasingly guide the actions and decisions of consumers, authorities and

investors.

• Digitalisation, the use of AI and real time data: The amount and significance of data is growing,

and it has become a valuable tool for generating competitive business opportunities. Societies

and companies are increasingly relying on artificial intelligence, machine learning, and

automation.

Our purpose is building well-being

Well-being means something unique for each human being in all stages of life. We draw on our

century-long experience in healthcare while keeping our sights firmly set on future innovations to

support you every step of your way.

Our novel therapies help change the lives of patients across the globe. We serve societies in

sustaining health systems with a diverse portfolio of cost-effective and value-adding drugs. Our

veterinary products enable pet owners and farmers to care for their animals.

Inspired by our Nordic heritage, we strive to empower people around the world to live their lives

to the fullest – today and tomorrow.

Orion’s strategy

Orion is an innovative, research-focused pharmaceutical company with a strong Nordic heritage

that serves societies and helps change lives across the globe. All business divisions play a key

role in Orion’s growth strategy. The three key elements in the strategy are the following:

1) Build a customer driven portfolio through our competitive businesses:

• Innovative Medicines focuses on oncology and pain management, leveraging Orion’s R&D

expertise in these crucial and expanding fields.

• Branded Products continues building on its strength and success in Respiratory and

Parkinson’s disease.

• Generics and Consumer Health provides a large cost-effective generics portfolio

complemented by value-added and complex generics to European hospitals and other

selected markets and caters to customer needs with consumer health products with value

propositions.

• Animal Health continues building a competitive portfolio for companion and livestock animals.

• Fermion manufactures key APIs to all business divisions.

2) Expand to new geographies:

• Strengthen European market position.

• Strengthen and expand operations in Asia Pacific including Japan.

• Establish operations in USA to build R&D and commercialisation capabilities.

3) Develop growth enablers:

Orion has determined the following areas where it builds its capabilities in order for the company

to achieve strategic success:

• Competences and culture development in accordance with Orion’s values.

• Safety and sustainability –  Prioritise patient safety and sustainability across the entire

product lifecycle, positioning Orion as a trustworthy European partner, known for dependable

delivery, transparency, and responsibility.

• Global commercialisation capabilities – build the expertise to enable the global

commercialisation of our products on a larger scale.

• Data driven execution excellence – Build expertise and operational models for a data-driven

approach, optimising decision-making based on hard data.

• Master End-to-End value chain developing competitive advantage in every step from molecule

development to marketing and distribution.

ORION CORPORATION | Financial Statement documents 2024 21/217

The roles of the business divisions in Orion’s business portfolio:

• In Innovative Medicines patients with cancer and pain meet innovations and disruptive pharma

to transform their lives. Innovative Medicines is the global growth driver for Orion.

• Branded Products provides the platform for growth in Europe & Asia. In Branded Products the

target is to be an impactful player in Respiratory, Central Nervous System, and Women’s Health

in Europe and Asia.

• Generics and Consumer Health is Orion’s solid bedrock. In Generics and Consumer Health we

create everybody access to affordable quality medicines and help individuals to promote their

health.

• Animal Health is committed to the well-being of companion animals and livestock.

• Fermion manufactures key APIs to all business divisions.

Orion’s growth strategy in three steps according to Orion strategic roadmap:

1) Strengthen & Expand – Strengthen European and Asia Pacific market positions.

2) Build and Invest – Build and invest into global commercial assets and capabilities.

3) Accelerate – Grow and maximise value of global assets.

Orion’s sustainability commitments

• Patient safety as a top priority: Patient safety has been a priority for us for over a hundred years

and it continues to be the cornerstone of our daily operations. We play a significant role in

ensuring the reliable supply of medications – even in the wake of a crisis.

• Active work for a better environment: We want to be the environmental leaders in our industry.

We continuously raise the bar in climate and environmental responsibility, and we challenge

others to follow. Orion is committed to working towards no biodiversity loss caused by our

business or our value chain. Orion is also determined to keep global warming under 1.5°C,

supported by our approved science-based near-term targets. We recognise the importance of

sustained climate action and are committed to achieve net-zero emissions by 2050.

• Care for well-being professionals: We want to take care of Orionees – professionals who put

their heart and expertise in everything they do. Our workplace is inspiring. We want our

people to feel well.

• Ethics at the core of our business: We maintain strict ethical standards and act responsibly in all

situations. Together with our partners we are building a transparent and sustainable business.

Financial objectives

Through the financial objectives, Orion aims to develop the Group’s shareholder value and

ensure financial stability and profitable growth. Orion’s financial objectives for 2024–2028 are:

• To grow net sales with a compound average annual growth rate (CAGR) of at least 8%.

• To grow operating profit faster than net sales.

• To maintain an equity ratio of at least 50% and to generate return on equity (ROE) of 25% or

higher.

• To increase the dividend per share annually with a payout ratio of 50% to 100%.

Achievement of these objectives requires continuous and sufficient investments in development

of the product portfolio and growth. Received milestone payments which are part of Orion’s

business model can generate volatility in short term growth on net sales and operating profit.

Orion’s dividend distribution policy

Orion’s dividend distribution takes into account the distributable funds and the capital

expenditure and other financial requirements in the medium and long term to achieve the

financial objectives.

ORION CORPORATION | Financial Statement documents 2024 22/217

Proposal by the Board of Directors of Orion Corporation to the Annual General Meeting

2025 on the resolution on the use of the profit shown on the Balance Sheet and the

distribution of dividend

Orion Corporation’s distributable funds at 31 December 2024 are EUR 601,482,478.08, of which the profit for the financial year is EUR 232,653,163.99. The Board of Directors proposes to the Annual

General Meeting of Orion Corporation to be held on 3 April 2025 that a dividend of EUR 1.64 per share be paid on the basis of the Balance Sheet confirmed for the financial year that ended on 31

December 2024. No dividend shall be paid on treasury shares held by the Company on the record date for dividend payment.

According to the proposal, the dividend would be paid in two instalments. The first instalment of EUR 0.82 per share would be paid to a shareholder who is on the record date for the payment of the

dividend, 7 April 2025, registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that the first instalment would be paid on 14 April 2025.

The second instalment of EUR 0.82 per share would be paid to a shareholder who is on the record date for the payment of the dividend, 16 October 2025, registered in the Company’s shareholders’

register maintained by Euroclear Finland Oy. The Board of Directors proposes that the second instalment would be paid on 23 October 2025.

The Board of Directors proposes that the Annual General Meeting would authorise 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.

In addition, the Board of Directors proposes to the Annual General Meeting that EUR 450,000 of the Company’s distributable funds be donated to medical research and other purposes of public interest

as decided by the Board of Directors. Any remaining distributable funds would be allocated to retained earnings.

There have been no material changes in the Company’s financial position since the end of the financial year. The liquidity of the Company is good and, in the opinion of the Board of Directors, the

proposed profit distribution would not compromise the liquidity of the Company.

Espoo, 25 February 2025

Orion Corporation

Board of Directors

ORION CORPORATION | Financial Statement documents 2024 23/217

Outlook for 2025

Net sales are estimated to be EUR 1,550 million to EUR 1,650 million.

Operating profit is estimated to be EUR 350 million to EUR 450 million.

Basis for outlook

Collaboration agreements with other pharmaceutical companies are an integral part of Orion’s

business model. Agreements often include payments recorded in net sales and operating profit

that vary greatly from year to year. Forecasting the timing and amount of these payments is

difficult. In some cases, they are conditional on terms such as R&D outcomes which are not

known until studies have been completed, the progress of R&D projects or the attainment of

specified sales levels. Regarding possible new contracts under negotiation, neither the outcome

nor the schedule of contract negotiations is generally known before the final signing of the

agreement.

In 2024, Orion booked two material milestones totalling EUR 130 million. The outlook for 2025

does not include any material milestone payments or one-offs.

Milestone payments received by Orion in 2020–2024


Year	2020	2021	2022	2023	2024
EUR million	42	3	234	32	134

The outlook does not include income, expenses or other impacts related to any future material

product or company acquisition or divestment.

Net sales

The outlook assumes that the Nubeqa® royalties and product sales booked by Orion will clearly

increase in 2025. Orion’s assumption is based on forecasts received from its partner Bayer.

However, it is difficult to predict the exact level of product sales and royalties of a strongly

growing product for the whole year.

The Branded Products business division is estimated to grow in 2025. Growth is anticipated to be

driven by the Easyhaler® product portfolio but also other products are expected to support the

growth. Entacapone products, for example, benefit from the fact that Orion has taken over the

sales of the products in Japan. Animal Health business division is anticipated to grow slightly,

with growth coming from various products. The net sales of the Generics and Consumer Health,

and Fermion business divisions are estimated to be at a similar level as in 2024.

Operating profit

The underlying operating profit growth, i.e. excluding material milestones, is expected to be

driven by Nubeqa® royalties. However, it is difficult to predict the exact level of royalties of a

strongly growing product for the whole year. Any variance from the predicted level can have a

notable impact on Orion’s operating profit. Also, the mechanism by which each quarter’s product

deliveries are always fully deducted from the next quarter’s royalty payments is causing

fluctuation to operating profit. Even though this impact on operating profit is only temporary, the

timing of product deliveries may have notable impact on Orion’s operating profit in one calendar

year. Orion’s income is increasingly coming from the United States and thus changes in the US

dollar exchange rate cause fluctuations in Orion’s operating profit.

Research and development costs, and in particular their timing, can also cause fluctuations in

operating profit. Although the future costs of research and development projects are known

quite well in advance, there are uncertainties about their timing. The start of projects may be

delayed, and projects may progress faster or slower than expected. Projects may also have to be

terminated, in which case the anticipated costs will not be fully realised. Orion estimates that R&D

costs in 2025 will increase from 2024.

Sales and marketing expenses are expected to be at a similar level as in 2024. In 2024, sales and

marketing expenses included EUR 23.5 million write down from ganaxolone. In 2025, the growth

of underlying sales and marketing expenses is mainly due to growing investments to the

Easyhaler® sales in Europe, ramping up the sales and sales force in Japan, and Nubeqa® royalty

payable as per an agreement with Endo Pharmaceuticals.

Capital expenditure

The Group’s total capital expenditure in 2025 is expected to be at a similar level as in 2024. The

estimate of capital expenditure does not include any investments related to any future material

product or company acquisition.

ORION CORPORATION | Financial Statement documents 2024 24/217

Near-term risks and uncertainties

Orion is exposed to risks that may arise from its operations or changes in the operating

environment. The most significant risk factors described below can potentially have an adverse

effect on Orion’s business operations, financial position or financial results. Other risks, which are

currently either unknown or considered immaterial to Orion may, however, become material in

the future.

Orion’s own production and other operations are exposed to risks that may materially disrupt

their operations or even interrupt them at least temporarily. Such risks include, for example,

accidents, damages, natural disasters, strikes, employee illness, conflicts, terrorism, cyber-attacks,

hybrid influence, disruption of information or communication systems, disruption of energy

supply, and disruption of supply and logistics chains. Orion’s production and business operations

are dependent on global supply and logistics chains, the inaction of which may lead to low

availability of finished products and raw materials, starting materials, semi-finished products,

supplies, equipment and spare parts needed in production.

Sales of individual products and also Orion’s sales in individual markets may vary, for example

depending on the extent to which the ever-tougher price and other competition prevailing in

pharmaceutical markets in recent years will specifically focus on Orion’s products. Changes in

pharmaceutical or other regulation in individual markets or more broadly, for example at EU

level, may affect the sales and profitability of Orion’s products. Changes in overall market

demand may also have negative impact on sales.

Product deliveries to key partners are based on timetables that are jointly agreed in advance.

Nevertheless, they can change, for example as a consequence of decisions concerning

adjustments of stock levels. In addition, changes in market prices and exchange rates affect the

value of deliveries.

Key currencies that carry an exchange rate risk for Orion are the US dollar, the Swedish krona and

the Polish zloty. Other significant currencies are the Danish krone and the Norwegian krone.

However, the overall effect of the risk arising from currencies of European countries will be

abated by the fact that Orion has organisations of its own in most European countries, which

means that in addition to sales income there are also costs in these currencies.

The current geopolitical conflicts and unrest, and other challenges in the global supply and

logistics chains of pharmaceuticals have increased the already elevated risk of supply disruptions.

The possible rise of raw material prices and other supply chain costs deteriorates the profitability

of Orion’s products, since in the pharmaceutical industry it is very difficult to pass on cost

increases to the prices of own products, especially prescription medicines, particularly in Europe.

If high cost inflation occurs, it will pose a risk to Orion’s profitability.

Authorities and key customers in different countries carry out regular and detailed inspections of

drug development and manufacturing at Orion’s sites. Any remedial actions that may be

required may at least temporarily have effects that decrease delivery reliability and increase

costs. Orion’s product range also contains products manufactured by other pharmaceutical

companies and products that Orion manufactures on its own but for which other companies

supply active pharmaceutical or other ingredients and components or parts (among these the

Easyhaler® products). Possible problems related to the delivery reliability or quality of the

products of those manufacturers may cause a risk to Orion’s delivery reliability. The single-

channel system used for pharmaceuticals distribution in Finland, in which Orion’s products have

been delivered to customers through only one wholesaler, may also cause risks to delivery

reliability.

Research projects always entail uncertainty factors that may either increase or decrease estimated

costs. Although the future costs of research and development projects are known quite well in

advance, there are uncertainties about their timing. The start of projects may be delayed, and

projects may progress faster or slower than expected having an impact on predicted costs within

an individual year. Projects may also have to be terminated, in which case the anticipated costs

will not be fully realised. Orion often undertakes the last, in other words Phase III, clinical trials in

collaboration with other pharmaceutical companies. Commencement of these collaboration

relationships and their structure also materially affect the schedule and cost level of research

projects.

Collaboration arrangements are an important component of Orion’s business model. Possible

collaboration and licensing agreements related to these arrangements also often include

payments to be recorded in net sales that may materially affect Orion’s financial results. The

payments may be subject to conditions relating to the progress of research projects or sales or to

new contracts to be signed, and whether these conditions or contracts materialise and what their

timing is, will always entail uncertainties. The upfront and milestone payments paid by Orion to its

collaborators, which are recorded as investments in intangible assets in balance sheet, include

write-down risk that may be realised if, for example, a collaborative research project fails or

otherwise has to be discontinued.

Sustainability statement


General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Environmental information . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
EU Taxonomy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
ESRS E1 Climate change . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
ESRS E2 Pollution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	65
ESRS E3 Water and marine resources . . . . . . . . . . . . . . . .	69
ESRS E4 Biodiversity and ecosystems . . . . . . . . . . . . . . . .	71
ESRS E5 Resource use and circular economy . . . . . . . . . .	74
Social information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	77
ESRS S1 Own workforce . . . . . . . . . . . . . . . . . . . . . . . . . . . .	77
ESRS S2 Workers in the value chain . . . . . . . . . . . . . . . . . .	86
ESRS S3 Affected communities . . . . . . . . . . . . . . . . . . . . . .	91
ESRS S4 Consumers and end-users . . . . . . . . . . . . . . . . . .	94
Governance information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	100
ESRS G1 Business conduct . . . . . . . . . . . . . . . . . . . . . . . . . .	100

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Sustainability statement

General information

Orion is a globally operating Finnish pharmaceutical company. Orion develops, manufactures

and markets human and veterinary pharmaceuticals and active pharmaceutical ingredients.

Orion creates additional value for patients, customers and societies by providing innovative,

accessible and affordable medicines. The company operates in the global pharmaceuticals

market as part of a global supply chain. Orion’s upstream value chain involves research and

development (R&D) services, raw materials refining, precursor & excipient manufacturing, final

products and active pharmaceutical ingredients (API) manufacturing, and interim processes. It

also includes upstream logistics, packaging and QC (Quality Control) & QA (Quality Assurance).

These QA & QC activities are carried out to ensure the high- quality standards of products.

Depending on the situation, they are performed either by Orion or by value chain partners when

dealing with upstream processes. Animal Health business upstream value chain involves research

and development (R&D) services, raw materials refining, precursor & excipient manufacturing,

and final products. It also includes upstream logistics, packaging and QC (Quality Control) & QA

(Quality Assurance). Own operations include R&D, API (Active Pharmaceutical Ingredient)

manufacturing, product manufacturing, packaging, and QC & QA. The downstream value chain

includes downstream logistics, distribution, end-users, and product end-of-life and disposal.

Group production facilities are located in Finland, France and Belgium. Pharmaceutical research

centres are located in Finland and the United Kingdom. In addition, Orion has an R&D unit in the

United States.

At the end of December 2024, Orion had a total of 90,222 shareholders. In accordance with its

strategy and financial objectives, Orion creates shareholder value by growing revenues,

improving profitability and increasing dividends.

At the end of December 2024, significant groups of products include Nubeqa® (approved for the

treatment of patients with non-metastatic castration-resistant prostate cancer [nmCRPC], who are

at high risk of developing metastatic disease, and for the treatment of patients with metastatic

hormone-sensitive prostate cancer [mHSPC] in combination with chemotherapy) and Easyhaler®

product portfolio (Easyhaler® is a dry-powder inhaler developed in-house, for which Orion has

developed Easyhaler®-adapted dry-powder formulations of several well-known generic active

pharmaceutical ingredients that are used for the treatment of asthma and chronic obstructive

pulmonary disease). The definition for significant group of products used here is by the

ESRS Disclosure Requirement SBM-1 and the relevant Application Requirement.

The Group’s main market areas based on share of net sales are Finland, Scandinavia, Other

Europe, North America, and Rest of the World (ROW).

The average number of employees in the Orion Group in January–December 2024 was 3,712

employees. Of them 2,804 were in Finland, 73 in Scandinavia, 610 in other Europe, 2 in North

America and 223 in Rest of the World (ROW). Employee head count in countries where Orion has

significant employment is described under S1-6 Characteristics of the undertaking’s employees.

Orion continuously assesses and develops the effectiveness, compliance, and quality of its value

chain including its own operations. Continuity management ensures the continuity of the critical

functions of Orion Corporation and its subsidiaries in all situations in accordance with the

planned level.

Values and Sustainability Agenda

Company values are the foundation for Orion’s operations, and they characterise the way of

working in Orion Group. The Group values are:

• Appreciate each other: We succeed, face challenges and learn together. We build in all

collaboration on mutual trust, appreciation and diversity.

• Strive for excellence: We aim at high performance in everything we do. We embrace safety and

quality. We actively develop our operations and work in sustainable way.

• Build the future: We create solutions for the future together with our customers. We fight

diseases by innovative treatments to improve quality of lives.

Orion is committed to continuously improving its sustainability performance. Orion’s

Sustainability Agenda outlines Company’s comprehensive sustainability development efforts in

the short- and long-term. The Sustainability Agenda comprises four themes: Patient safety as a

top priority, Active work for a better environment, Care for well-being professionals, and Ethics at

the core of our business. It aggregates the Company’s sustainability commitments, targets,

actions, and metrics of these four key themes.

Orion’s sustainability-related targets are described in the topical sections of this report. Section

E1-4 Targets related to climate change mitigation and adaptation describes Orion’s group-wide

near-term science-based targets, which includes a commitment that a share of Orion’s suppliers

also set science-based targets. Orion has conducted a life cycle assessment (LCA) for the

Easyhaler® product range. According to the assessment, most important source of the products’

total climate emissions stem from the upstream value chain outside Orion’s own operations. This

emphasises the importance for setting climate-targets for the value chain. Orion has not assessed

its significant market areas in relation to its sustainability-related targets.

ORION CORPORATION | Financial Statement documents 2024 27/217

We are taking proactive steps in business sustainability transformation. We address both

sustainability regulations and increasing demand for sustainability, reinforcing Orion’s

competitiveness and market access in a dynamic operating environment. Orion’s Sustainability

Agenda is a systematic approach to sustainability across the value chain. With this, we aim to

minimise our footprint and adverse impacts while enhancing our positive impacts on the

environment, people, and society.