INCAP CORPORATION’S ORDINARY ANNUAL GENERAL MEEETING WILL BE HELD ON 21 MARCH 2002
Contrary to previous information, Incap Corporation’s ordinary annual general meeting will be held on Thursday, 21 March 2002, starting at 11.00 a.m. in the Iceland Hall of Radisson SAS Royal, address Runeberginkatu 2, Helsinki.
The board of directors propose that that the following proposals by the board should be discussed by the annual general meeting in addition to the issues assigned to be handled by the ordinary annual general meeting in accordance with 12 § of the company bylaws:
a) Proposal by the board of directors to amend 2 § of the company bylaws (line of business) to comply with the company’s present strategy
In line with the sale of the share capital of the furniture-manufacturing subsidiary Incap Furniture Ltd and the company’s strategy to focus on electronics, the board of directors propose to the annual general meeting that 2 § (line of business) of the company bylaws should be amended to read as follows: “The company’s line of business is electronics industry or any relevantly associated line of business. The company will carry out business, based on a functional division, either directly or via subsidiaries or joint ventures. The company, being the parent company, may assume the responsibility for corporate organization, financing, purchasing or other similar collective tasks on behalf of all corporate bodies. To carry out business, the company may own stocks and possess and rent premises.”
b) Proposal by the board of directors to authorize the board to raise the share capital, to issue warrants or to take convertible bonds
The board of directors propose to the annual general meeting that the authorization valid until 18 April 2002 should be cancelled and the board should be authorized to decide about a subscription issue, an issue of warrants or the taking of convertible bonds in one or several sets based on new subscription on the following terms and conditions:
According to the proposal of the board of directors, the board should be authorized, within one year of the annual general meeting that grantd the authorization, to decide about the raising of share capital by means of a subscription issue, an issue of warrants or the taking of a convertible bond in one or several sets. The subscription issue, the issue or warrants or the taking of convertible bonds will authorize appropriate persons to subscribe a maximum of 702 000 new shares with an equivalent book value of 1.68 euros. Based on this authorization, the share capital can be raised by a maximum of 1 179 360 euros.
The authorization will include a right to deviate from the shareholders’ pre-emptive right, in accordance with 4.2 § of Companies Act, to subscribe new shares, convertible bonds or warrants and to decide about the price of subscription, the persons entitled to subscription, the terms and conditions of subscription and the terms and conditions of convertible bonds and warrants. By deviating from the shareholders’ pre-emptive right, such authorization can be made, provided the company has a weighty financial reason, such as arrangements related to the development of corporate operations, the financing of a merger or acquisition, capital arrangements or personnel incentives. When the share capital is raised by a subscription issue other than one based on a convertible bond or warrants, the board of directors are entitled to decide that shares can be subscribed against capital contribution, by exercising the right of set-off or based on some other terms and conditions.
c) Proposal by the board of directors to raise the share capital by a subscription issue
The board of directors propose to the annual general memeting that the company’s share capital be raised by a minimum of 9 710 400 euros and a maximum of 14 582 400 euros by issuing a minimum of 5 780 000 and a maximum of 8 680 000 new shares and by offering them, deviating from the shareholders’ pre-emptive right to subscribe shares, (private issue) for subscription by shareholders of JMC Tools Oy. The shares will be offered for subscription as capital contribution in such a way that (1) one A stock of JMC Tools Oy with an equivalent value of 0.04 euros will entitle its holder to subscribe 7.856 shares of Incap Oyj with an equivalent book value of 1.68 euros, and that one (1) B stock of JMC Tools Oy with an equivalent value of 0.04 euros will entitle its holder to subscribe 7.856 shares of Incap with an equivalent book value of 1.68 euros.
The shares will be offered to potential subscribers based on the merger agreement signed by Incap Corporation and JMC Tools Oy on 1 March 2002, by virtue of which the business operations of the two companies will be amalgamated. The company’s decision to deviate from the shareholders’ pre-emptive right to subscription is thus justified by weighty financial reasons. The subscription price of the shares will be determined based on an assessment of the mutual values of the share capital of each merging company and the agreement negotiated upon signing the merger agreement. The merger agreement, which stipulates the subscription of shares as a capital contribution, and the fairness opinion will be available for inspection to the shareholders at Incap Corporation’s main office at Tietäjäntie 4, 02130 Espoo, and copies of these documents will be forwarded to shareholders upon request.
The shares to be issued will account for about 70 percent of Incap Corporation’s shares and related voting rights in consideration of the A and B warrants of Incap Corporation’s year 2000 warrant scheme, provided that all shareholders of JMC decide to exchange their shares for the new shares issued by Incap. The persons entitled to subscription include corporate insiders as referred to in § 1:4 of Companies Act. Total ownership by such persons prior to the new subscription proposed here is 56.4 percent of the company’s shares and voting rights. If they subscribe all shares offered for subscription and the issue is otherwise fully subscribed, their may possess a maximum of 30.8 percent of the company’s shares and voting rights.
The subscription period will begin on 21 March 2002 and end on 19 April 2002.
d) Proposal by the board of directors to amend 3 § of the company bylaws (share capital and shares)
The board of directors propose to the annual general meeting that 3 § of the company bylaws should be amended to read as follows:
“The company’s minimum share capital is sixteen million eight hundred thousand (16 800 000) euros and maximum share capital sixty-seven million two hundred thousand (67 200 000) euros, within which limits the share capital can be increased or decreased without amending the company bylaws.
The company’s shares have no nominal value. The minimum number of shares is ten million (10 000 000) and the maximum number is forty million (40 000 000), within which limits the number of shares can be increased or decreased without amending the company bylaws.”
Display of documents
The annual account documents and the board of directors’ proposals with their appendices will be displayed for inspection by shareholders at Incap Corporation’s main office at Tietäjäntie 4, 02130 Espoo, from 14 March 2002 onwards, and copies of them will be forwarded to shareholders upon request. The printed annual report of the company for 2001 will be published on week 11.
Participation in the annual general meeting
Shareholders intending to participate in the annual general meeting must have their names on the list of shareholders maintained by the Finnish Central Securities Depository by 11 March 2002 at the latest.
Shareholders aiming to attend the annual general meeting and to use their voting rights must sign up by 16.00 o’clock on 11 March 2002 at Incap Corporation’s main office at Tietäjäntie 4, 02130 Espoo, or by calling +358 10 612 2002 / Hannele Pöllä, or by e-mail at email@example.com. Proxies should be presented at sign-up.
The board of directors propose to the ordinary annual general meeting that 0.03 euro/share be paid as dividend for the year 2001. The dividend will be paid to the shareholders whose names are on the list of shareholders maintained by the Finnish Central Securities Depository on the dividend record date, Tuesday, 26 March 2002. The dividend will be paid on 4 April 2002, provided the board of directors’ proposal is accepted.
Espoo, 4 March 2002
Board of directors
President and CEO
Helsinki Stock Exchange
President Kari Saarinen, tel. +358 40 830 5689
Eija Jansson-Tervonen, Vice President, Finance & Administration, tel. +358 40 557 5749