AUTHORISATION TO RAISE SHARE CAPITAL AND TO ISSUE WARRANTS TO KEY PERSONNEL WERE ACCEPTED BY INCAP SHAREHOLDER’S MEETING
Incap Corporations annual general meeting of shareholders on April 11, 2000 authorised the board to raise the companys share capital and to issue warrants to the companys key personnel and board of directors. The annual general meeting also endorsed the corporations profit and loss account and balance sheet for the financial year 1999 and granted freedom from liability to the members of the board and the President and CEO.
Members of the board and auditor
The following members of the board were nominated: Director Matti Kaitera, Managing Director Pertti Karhinen, Chief Financial Executive Hannu Lipponen and Managing Director Juhani Vesterinen. Tapio Raappana, APA, was appointed auditor for the corporation and accounting community KMPG Wideri was appointed deputy auditor.
Payment of dividend
The annual general meeting decided to pay 0.17 euro as dividend to the 3,510,110 dividend-earning shares. The dividend shall be paid to the shareholders registered on the register of shareholders held by Finnish Central Securities Depository on the record date, Friday 14 April, 2000. The dividend will be paid on April 26, 2000.
Authorisation to decide upon increase of share capital
The annual general meeting decided, in accordance with the boards proposal, to grant the board of directors of the company an authorisation to decide upon an increase of the share capital of the company in the manner set out in sections 1-6 below and according to Chapter 4 Section 1 of the Companies Act through one or several:
a) issues of new shares; and/or
b) grants of warrants; and/or
c) taking of convertible loans.
The terms of the authorisation are:
1) The share capital of the company may be increased in one or more instalments so that the new shares to be subscribed in the new issue and/or to be subscribed on the basis of the warrants and/or the shares to be issued at the conversion of the convertible bonds may together increase the share capital of the company by a maximum of 1,170,396.96 euro so that in the above mentioned new issues and/or subscriptions on the basis of the warrants and/or subscriptions taking place at the conversion of the convertible bonds a maximum of 702,022 shares, with the book value equivalent of 1.68 euro per share, may be subscribed.
2) The authorisation includes a right to deviate from the shareholders pre-emptive right to subscription of new shares. The pre-emptive right of subscription of the shareholders may be deviated from provided that a weighty financial reason for this exists, such as the financing of a corporate acquisition or financing, execution or enabling of other corporate restructurings, the strengthening or development of the financial or capital structure of the company or the execution of some other arrangement related to the development of the companys business.
3) The board of directors may not deviate from the pre-emptive right to subscription for the benefit of a person belonging to the inner circle of the company. Otherwise the board of directors of the company is entitled to decide on who shall have the right to subscribe for new shares in a new issue, to subscribe for warrants or subscribe for the convertible loan. The new shares and/or the warrants and/or the convertible loan may be subscribed against a contribution in kind according to Chapter 4 Section 6 of the Companies Act (734/1978, as amended) or otherwise with specific terms.
4) The board of directors of the company is entitled to decide upon the grounds on which the subscription price is determined and to decide upon the subscription price for the shares to be subscribed in the new issue and/or to be subscribed on the basis of the warrants and/or at the conversion of the convertible bonds. The subscription price may not, however, be lower than the book value equivalent of the share.
5) The board of directors of the company is within the limits set out in the Companies Act (734/1978) authorised to decide upon all other matters and terms related to the new issue and/or the warrants and/or the convertible loan such as the interest possibly payable on the convertible loan.
6) The authorisation is valid for one year after the decision of the general meeting of shareholders.
Issue of warrants
The annual general meeting decided, in accordance with the proposal of the board of directors, that warrants be issued to the key personnel of Incap Group and to the members of the boards of directors of Incap Corporation and Incap Group and to a wholly-owned subsidiary of Incap Corporation.
The number of warrants issued will be 550,000. Of the warrants 137,500 will be marked with the letter A, 137,500 with the letter B, 137,500 with the letter C and 137,500 with the letter D. The warrants entitle to subscription of a maximum of 550,000 shares in Incap Corporation. The share subscription price is 12 euro. From the share subscription price shall, annually, as per the dividend record date be deducted the amount of the cash dividend distributed after 11 April but before the date of subscription for shares.
The share subscription period for the warrants shall begin in stages on 1 December 2000, 1 December 2001, 1 December 2002 and 1 December 2003 and shall end on 31 January 2005 for all warrants. In addition, the purpose of the warrants is to standardise the incentive programs of the Group in such a manner that the warrant holders of the 1998 warrants are offered a possibility to convert their warrants to the warrants now being issued. As a consequence of the subscriptions, Incap Corporations share capital can be raised by a maximum of 550,000 new shares or a maximum of 924,000 euro (approximately).
The purpose of the warrants is to encourage the companys key personnel to work on a long-term basis in order to increase shareholder value. The purpose of the warrants is also to commit the key personnel to the employer by an obligation to offer the warrants received back to the company without compensation for possible accrued value if the employment ends before 1 December, 2003.
Some of the persons entitled to subscribe warrants belong to the inner circle of the company. The persons who are both belonging to the inner circle and entitled to subscribe warrants own a maximum of 0.5 percent of the company’s shares and consequent voting rights. The shares to be subscribed based on the warrants issued now will account for 13.55 percent of the company’s shares and consequent voting rights.
The interim report for 1 3/2000 will be published on 4 May, 2000.
Oulu, 11 April, 2000
Board of directors