DIVIDEND POLICY Orbit Garants 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 133456 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 10 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 351005 to 28673820 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 Garants 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 Garants ability to pay dividends See Description of Debt CONSOLID A TED C APIT ALIZA TION The following table sets forth Orbit Garants 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 Managements 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 23 L ong T erm Debt including current portion 1 23769871 9063175 Common Shares Unlimited 24776536 32281542 Obligations under capital leases including current portion 233991 233991 Bank overdraft 488422 Bank L oan 7000000 6700000 Notes 1 L ongterm debt as at March 31 2008 represents an amount of 23717072 under the Existing Credit Agreement and an amount of 52799 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 7505006 Common Shares after deducti ng the Companys portion of the Underwriters F ee of 18 million and the Companys proportionate share of an additional fee to be pai d to one of the Underwriters and the expenses of the Offering estimated to be 30 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 70 million 364 day extendable revolving credit facility expiring November 30 2008 a 251 million nonrevolving reducing fouryear term credit facility and a 44 million revolving reducing fouryear term credit facility It is intended that the Existing Credit Agreement will be terminated on Closing and replaced with a new credit agreement 39