Additional dividend and bonus issue approved by Extraordinary Shareholders' Meeting of Orion Corporation

                                                               

 

1) Additional dividend EUR 2.14

 

The shareholders' meeting approved the proposal by the Board of Directors according to which, 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 shall be paid on the basis of the confirmed Balance Sheet for the financial year that ended on 31 December 2003.  The dividend shall be paid to Orion Corporation shareholders entered in the shareholders' register maintained by the Finnish Central Securities Depository Ltd. on the record date, 17 September 2004. The date of the dividend payment is 24 September 2004.

 

 

2) Bonus issue

 

In accordance with the decision by thee extraordinary shareholders' meeting of Orion Corporation  on 14 September 2004, the company's share capital will 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:

 

 

 

3) Amendments to Section 3 in the Bylaws

 

Section 3 of the Bylaws of the company was decided to 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 were made to the Section.

 

 

 

According to the terms and conditions of the Orion Corporation 1998 and 2001 stock option plans, should the company, before subscription for shares, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of warrants remains unchanged.

 

By decision of the Board of Directors, the share subscription prices with the options will be divided by two and each option will entitle to subscribe for two Orion Corporation B-shares.

 

Accordingly, the terms and conditions of the stock option plans are amended as follows:

 

Section "II Terms and Conditions of the Share Subscription, 1. The right to subscribe for new shares" is amended so that each option entitles its holder to subscribe for two (2) Orion Corporation B-shares instead of one. As a result of the subscriptions, the number of shares of Orion Corporation can increase by a maximum of 6,326,400 new B-shares and the share capital can increase by a maximum of 10,754,880 euros. The other parts of the section remain unchanged.

 

 

 

Section "II Terms and Conditions of the Share Subscription, 3. Share subscription price" is amended so that the share subscription price shall be half of the subscription price determined by the terms. The other parts of the section remain unchanged.

 

Section "I Issuance of Warrants, 1. Number of Warrants" is amended so that, instead of 1,800,000, the warrants will entitle to subscribe for a total of 3,600,000 B-shares in Orion Corporation. the other parts of the section remain unchanged.

 

Section "II Terms and Conditions of the Share Subscription, 1. Right to subscribe for new shares", is amended so that each option entitles its holder to subscribe for two (2) Orion Corporation B-shares instead of one. As a result of the subscriptions, the share capital can increase by a maximum of 6,120,000 euros and the number of shares of Orion Corporation can increase by a maximum of 3,600,000 new B-shares. The other parts of the section remain unchanged.

 

Section "II Terms and Conditions of the Share Subscription, 3.  Share subscription price"

is amended so that the share subscription price shall be half of the subscription price determined by the terms. The other parts of the section remain unchanged.

 

The additional dividend approved by the extraordinary shareholders' meeting on 14 September 2004 will reduce the share subscription prices in Orion Corporation's stock option plans in accordance with their terms and conditions. It is also 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. Accordingly, the amount of the additional dividend will be deducted from the share subscription price for stock options 2001C and 2001D.

 

As of 17 September 2004, the record date of the dividend payment and the bonus issue, the
B-share subscription ratios and prices with the Orion Corporation options are as follows:

 

 

 

 

 

 

 

 

Jukka Viinanen, President and CEO, phone +358 10 429 3710             

Jari Karlson, CFO, phone +358 10 429 2883, gsm +358 50 429 2883

 

 

Orion Corporation

Jukka Viinanen                                Olli Huotari
President and CEO                          General Counsel

 

Orion Corporation

Corporate Administration

Orionintie 1A, FIN-02200 Espoo

Homepage: www.orion.fi