The demerger will enter into force when the implementation has been registered in the Trade Register. The planned registration date is 30 June 2006. On the effective date, the present Orion Corporation will be dissolved and the two new companies, "Orion Corporation" and "Oriola-KD Corporation" will start operations. The new companies will be listed on the Helsinki Stock Exchange on or about 3 July 2006. The General Meeting also approved the proposed lowering of the present Orion's share premium fund. In consequence of the decision to demerge, also the new timelines set for the Stock Option Plan 2001 will take effect.
An Extraordinary General Meeting of the shareholders of Orion Corporation was held on 19 December 2005 in Helsinki. The following decisions were confirmed at the Meeting:
The Demerger Plan signed by the Board of Directors of Orion Corporation on 7 November 2005 was approved. According to the plan, Orion Corporation will be demerged into two separate public listed companies, new Orion Corporation and Oriola-KD Corporation. The planned registration date is 30 June 2006. On the effective date, the present Orion Corporation will be dissolved and the two new companies will start operations. The new companies will apply for the listing of their shares on the Helsinki Stock Exchange starting on or about 3 July 2006.
The Demerger Plan and the Demerger Prospectus, which was published on 12 December 2005, are available on the homepage of Orion at www.orion.fi/investors.
Lowering of the share premium fund
The proposal by the Board to decrease the share premium fund of the present Orion Corporation was also approved. The fund will be lowered by about 53 million euros by transferring the amount to an expendable fund in the non-restricted equity. In the demerger, the expendable fund will be allocated to the recipient companies so that 30 million euros are transferred to the balance sheet of Oriola-KD Corporation and the remainder is booked on the balance sheet of the new Orion Corporation.
New timelines for the Stock Option Plan 2001 to take effect due to the demerger
In consequence of the demerger, also the new timelines announced by the Board on 8 November 2005 will enter into force. Accordingly, the share subscription period for options 2001D starts on 2 January 2006, and the share subscription period for all options in the Plan ends on 31 May 2006. The last possible trading day with the options on the Helsinki Stock Exchange is 23 May 2006.
Jukka Viinanen Olli Huotari
President and CEO General Counsel
Jukka Viinanen, President and CEO, Orion Corporation, phone +358 10 429 3710
Heikki Vuonamo, Corporate VP, Communications, phone +358 10 429 4967
Orionintie 1A, 02200 Espoo