DECISIONS BY ORDINARY ANNUAL GENERAL MEETING
Incap Corporation’s ordinary Annual General Meeting on 18 April 2001 confirmed the Company’s profit and loss account and balance sheet for the financial year 2000 and discharged the Board members and the President and CEO from liability. A dividend of EUR 0.10 per share will be paid. The Annual General Meeting authorised the Board of Directors to raise the share capital and approved of the Board’s proposal to lower the subscription prices of the shares subscribable based on the A and B warrants issued in 2000.
Board members and auditor
Managing Director Matti Kaitera, CFE Hannu Lipponen and President and CEO Juhani Vesterinen will continue as Board members for Incap Corporation. President Jorma Terentjeff was appointed a new member of the Board.
Auditing community KPMG Wideri Oy Ab was appointed auditor for Incap Corporation. The responsible auditor will be Tapio Raappana, APA.
Payment of dividend
The Annual General Meeting decided to pay EUR 0.10 per share as dividend for the 3,510,110 dividend-earning shares. Dividend shall be paid to the shareholders listed on the shareholder register maintained by the Finnish Central Securities Depository on the record date of 23 April 2001. The dividend shall be paid on 3 May 2001.
Amendment of the paragraphs 1 and 10 of the corporate by-laws
The Annual General Meeting approved of a partial amendment of the corporate by-laws concerning the paragraphs 1 and 10.
Authorisation to raise the share capital
The Annual General Meeting authorised the Board of Directors to decide upon an increase of the share capital of the Company in the manner set out in the paragraphs 1-6 below and according to chapter 4, paragraph 1 of the Companies Act through one or several:
a) issue of new shares; and/or
b) issue of warrants; and/or
c) taking of convertible loans.
The terms of authorisation are:
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 EUR 1,179,396.96 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 EUR 1.68 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 the financing, execution or enabling of other corporate restructuring, 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 company’s 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 are 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 paragraph 6 of the Companies Act (734/1978, as amended) or otherwise with specific terms.
4) The Board of Directors of the company are 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 are, within the limits set out in the Companies Act (734/1978, as amended), 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 shall be valid for one year after the decision of the Annual General Meeting.
Change of the subscription prices of shares subscribable based on the 2000 warrant scheme
The Annual General Meeting accepted the change of the subscription prices of the shares subscribable based on the A and B warrants of the warrant scheme launched on 11 April 2000.
The warrant scheme includes a total of 550,000 warrants, which can be used to subscribe the same number of shares. The warrants are divided into categories labelled A, B, C and D, each of which contains 137,500 warrants. The A warrants have been available for subscription from 1 Dec 2000 onwards, while the B warrants will be available for subscription from 1 Dec 2001 onwards, the C warrants from 1 Dec 2002 onwards, and the D warrants from 1 Dec 2003 onwards, and the subscription periods of all categories will end on 31 Dec 2005.
The new subscription price of the shares subscribable based on the A warrants will be EUR 8 and that of the shares subscribable based on the B warrants EUR 10. The subscription prices of the shares subscribable based on the C and D warrants will remain at EUR 12. The other terms and conditions of the warrant scheme will remain unchanged.
After this change, item 3 of the terms and conditions of the 2000 warrant scheme, ‘Subscription price of shares’, will read as follows:
3. Subscription price of shares
The subscription price of shares subscribable based on warrant A will be EUR eight (8), that based on warrant B EUR ten (10), and those based on the warrants C and D EUR twelve (12) each. The subscription price of shares will be reduced by the amount of dividend paid as cash per share after 11 April 2000 and before the subscription of shares on each record date for the payment of dividend. The minimum subscription price, however, will be the equivalent value of the share.
Boards of subsidiaries
The Annual General Meeting for Incap Electronics Ltd on 18 April 2001 appointed the following persons to continue as Board members: Raimo Kuikka as a personnel representative, President Juha Oikarinen, Rauni Nokela, Vice President, Finance and Administration, and President and CEO Kari Saarinen.
The Annual General Meeting for Incap Furniture Ltd on 18 April 2001 appointed the following persons to continue as Board members: President Sauli Huikuri, President Risto Koskimäki, Jari Madetoja as a personnel representative, President and CEO Kari Saarinen, and President Pertti Karhinen as a new member.
Auditing community KPMG Wideri Oy Ab was appointed auditor for both subsidiaries.
Interim report 1-3/2001 will be published on 10 May 2001.
Oulu, 18 April 2001
President and CEO
For further information,please contact
President and CEO Kari Saarinen,
tel. +358 40 830 5689,
or Rauni Nokela, Vice President, Finance and Administration,
tel. +358 400 383 409