The Board proposes a 1:1 bonus issue which would double the company's share capital from the current EUR 114,781,315.70 to EUR 229,562,631.40. Each A-share would entitle to one new A-share and each B-share to one new B-share, without payment.
The following matters will be handled at the extraordinary shareholders' meeting of Orion Corporation:
1. Proposal by the Board of Directors concerning an additional dividend
The Board of Directors proposes that, in addition to the dividend approved by the Annual General Meeting held on 22 March 2004, an additional dividend of 2.14 euros per share be paid on the basis of the confirmed Balance Sheet for the financial year that ended on 31 December 2003.
The Board of Directors emphasises the extraordinary nature of the proposed additional dividend and the fact that the dividend does not mean any change in the dividend policy of the company published by the Board. The proposed additional dividend will reduce the share subscription prices of Orion Corporation's stock option plans in accordance with their terms and conditions. The proposed additional dividend shall be deemed as a special dividend which differs from the company's normal dividend policy, as meant in section II.3 of the terms and conditions of the Orion Corporation 2001 stock option plan. Therefore, the amount of the additional dividend shall be deducted from the share subscription price for stock options 2001C and 2001D.
2. Proposal by the Board of Directors concerning a bonus issue
The Board proposes that the company's share capital be increased by a bonus issue of EUR 114,781,315.70 from EUR 114,781,315.70 to EUR 229,562,631.40, under the following terms and conditions:
- In the bonus issue, each A-share will entitle its holder to receive one (1) new A-share, and each B-share will entitle its holder to receive one (1) new B-share, without payment.
- 29,634,329 new A-shares and 37,884,092 new B-shares, totally 67,518,421 shares will be issued, each with a nominal value of EUR 1.70.
The book value of the shares held by Orion Corporation in Oriola Oy will be increased from the current EUR 3.296.763,35 to EUR 115,000,000 by EUR 111,703,236.65 and the value increase will be recorded in the revaluation reserve in the balance sheet. A total amount equalling the increase of the share capital will be added to the share capital in the shareholders' equity by a transfer of EUR 111,703,236.65 from the revaluation reserve and EUR 3,078,079.05 from the premium fund.
- The record date of the bonus issue is 17 September 2004. Shareholders being entered in the company's shareholder register on the record date shall have the right to the bonus shares.
- The bonus issue will be carried out in the book-entry system. No actions are required from the shareholders. The bonus issue will not cause proportional changes in the company's ownership base in terms of the number of shares or votes.
- The bonus shares will be entered on the shareholders' book-entry accounts on 20 September 2004, provided that the increase of the share capital has been entered in the trade register.
- The new shares will entitle for full dividends for the financial year that started on 1 January 2004. The other rights attached to each share will become valid as of the day on which the share capital increase has been registered.
- Shareholders having not entered their shares in the book-entry system shall be entitled to the bonus shares only after registration of their shares in the system.
- The terms and conditions of the Orion Corporation stock option plans 1998 and 2001 will be amended in such a way that the proportional share of the shares which can be subscribed with the options will remain unchanged in the share capital.
- The bonus issue proposed by the Board of Directors will double the total amount of the shares of the company. The added share volume will increase the liquidity of the shares on the stock market, thereby promoting their trading.
3. Proposal by the Board of Directors concerning the amendment of section 3 of the Bylaws
The Board proposes that section 3 in the current Bylaws be amended as follows
- The minimum share capital of the company shall be one hundred twenty seven million five hundred thousand (127,500,000) euros and its maximum share capital five hundred ten million (510,000,000) euros, within which limits the share capital may be raised or lowered without amending the Bylaws.
- A maximum number of 120,000,000 of the shares shall be class A shares and a maximum number of 180,000,000 shares shall be class B shares.
No other changes in section 3 of the Bylaws would be made.
The English version of the new Invitation to the Extraordinary Shareholders' Meeting will be available on the Orion Group homepage www.orion.fi as of Wednesday, 25 August 2004.
Jukka Viinanen Olli Huotari
President and CEO General Counsel
President and CEO General Counsel
Jukka Viinanen, President and CEO, phone +358 10 429 3710
Jari Karlson, CFO, phone +358 10 429 2883, gsm +358 50 429 2883
Orionintie 1A, FIN-02200 Espoo