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Shareholders of Demerging Orion received as demerger consideration shares in the Recipient Companies in proportion to their existing shareholding so that each Class A share of Orion entitles the holder to one Class A share of Oriola-KD and one Class A share of New Orion and each Class B share of Orion entitles the holder to one Class B share of Oriola-KD and one Class B share of New Orion.

Shares in Oriola-KD were issued within the book-entry system and receipt of the shares required no measures on the part of shareholders in Demerging Orion.

Oriola-KD has applied for admission of its Class A and Class B shares to public trading on the Main List of the Helsinki Stock Exchange so that they were admitted to trading on the trading day following the Effective Date of Demerger, i.e., for the first time on or about 3 July 2006. Public trading in the Demerging Orion’s Class A and Class B shares ended on 30 June 2006.

Conversion right

Class A shares can be converted, if a shareholder should so demand (or in case of nominee-registered shares upon the demand of the asset manager entered in the book-entry register) into Class B shares insofar as conversion can be made within the framework of the maximum numbers of shares in each share class. A written demand for conversion that is to be presented to the company must state the number of shares that are to be converted and the book-entry account in which the book-entries corresponding to the shares have been entered. The conversion fee decided by the Board of Directors shall be paid to the company. The company can request that an entry be made in the book-entry account of the shareholder to restrict the transferability of the shares for the duration of the conversion process.

A conversion demand can be made at any time, however not after the company has made a decision to convene a General Meeting of Shareholders. A conversion demand made in the interval between said decision and the General Meeting of Shareholders is considered to have been presented and will be dealt with after the General Meeting of Shareholders and the subsequent record date, if any. A share conversion demand can be rescinded until the notice of conversion has been entered in the Trade Register. If conversion is rescinded, the company will request that the entry restricting share transferability be stricken from the shareholder’s book-entry account.