DIVIDEND POLICY Orbit Garant’s current policy is to reinvest future earnings in order to finance the growth and development of its business. During the prior three financial years the following dividends have been declared by the Company: (i) Orbit Garant declared a dividend in F ebruary 2008 of $133,456 paid to 1684182 Ontario, 96052 Canada Inc. (a company owned by Michel Mathieu), Monique Harvey, Johann Duval, Fiducie F amille Michel Mathieu and P ascal Simard in March 2008 in order to adjust for working capital contributed by Garant in relation to the combination of Orbit and Garant, (ii) Garant declared and paid a dividend of $1.0 million to 3153991 Canada Inc. (a company owned by 96052 Canada Inc. (which in turn is owned by Michel Mathieu), Monique Harvey, Johann Duval and 4178688 Canada Inc. (which in turn is owned by Michel Mathieu and his son, Ken Mathieu)) in September 2006 as a tax free distribution corresponding to the amount of the safe income in order to reduce the capital gain realized by the shareholders on the sale of shares of Garant to Orbit Garant, and (iii) Orbit declared and paid a dividend of $351,005 to 2867-3820 Quebec Inc. (a company owned by P ierre Alexandre) in January 2007 in order to pay out the cash held by Orbit immediately prior to its acquisition that was agreed would be excluded from its assets and was not contemplated in the purchase price therefor. Orbit Garant does not intend to pay dividends in the foreseeable future. Any future determination to pay cash dividends is at the discretion of the Board and will depend on Orbit Garant’s financial condition, results of operations, capital requirements and such other factors as the Board deems relevant. In addition, the New Credit Agreement will contain restrictions on Orbit Garant’s ability to pay dividends. See ‘‘Description of Debt’’. CONSOLID A TED C APIT ALIZA TION The following table sets forth Orbit Garant’s consolidated capitalization as of March 31, 2008 on an actual basis, and pro forma as adjusted to reflect this Offering (without giving effect to the exercise of the Over- Allotment Option). This table should be read in conjunction with ‘‘Use of P roceeds’’, ‘‘Management’s Discussion and Analysis of Financial Condition and R esults of Operations’’ and the historical financial statements and related notes appearing elsewhere in this prospectus. P ro forma as at March 31, 2008 after giving effect to this Offering and the A uthorized As at March 31, 2008 related transactions (2)(3) L ong- T erm Debt, including current portion (1) ..... — $ 23,769,871 $9,063,175 Common Shares ......................... Unlimited 24,776,536 32,281,542 Obligations under capital leases, including current portion .............................. — $ 233,991 $ 233,991 Bank overdraft .......................... — $ 488,422 — Bank L oan ............................. $ 7,000,000 $ 6,700,000 — Notes: (1) L ong-term debt as at March 31, 2008 represents an amount of $23,717,072 under the Existing Credit Agreement and an amount of $52,799 under other contract loans. Such outstanding indebtedness will be satisfied following application of a portion of the n et proceeds of the Offering and amounts drawn under the New Credit Agreement. New amounts may subsequently drawn down under the New Credit Agreement. (2) R eflects the net proceeds of the T reasury Offering to the Company from the issuance of 7,505,006 Common Shares after deducti ng the Company’s portion of the Underwriters’ F ee of $1.8 million, and the Company’s proportionate share of an additional fee to be pai d to one of the Underwriters, and the expenses of the Offering estimated to be $3.0 million, as well as the application of proceeds as provided in ‘‘Use of P roceeds’’. (3) Assumes no exercise of any securities exchangeable or exercisable for Common Shares and no exercise of the Over- Allotment Op tion. DESCRIPTION OF DEBT Orbit Garant entered into an amended and restated credit agreement dated January 31, 2007, as amended (the ‘‘Existing Credit Agreement’’) with a Schedule I bank as lender and agent which provides for a $7.0 million 364 day extendable revolving credit facility expiring November 30, 2008, a $25.1 million non-revolving reducing four-year term credit facility and a $4.4 million revolving, reducing four-year term credit facility. It is intended that the Existing Credit Agreement will be terminated on Closing and replaced with a new credit agreement. 39