DECISION OF INCAP CORPORATION’S ANNUAL GENERAL MEETING
Incap Corporation’s Annual General Meeting was held in Helsinki on 21 March 2002. The Annual General Meeting approved the proposal by the Board of Directors to increase the company’s share capital through a private placing to JMC Tools Oy’s shareholders. This decision concludes the merger agreement signed by Incap Corporation and JMC Tools Oy on 1 March 2002.
Adoption of the income statement and the balance sheet
The Annual General Meeting adopted both the consolidated and the parent company’s income statements and balance sheets for the financial period ending on 31 December 2001, and discharged the Board of Directors and President and CEO from liability. The Annual General Meeting decided that a dividend of EUR 0.03 per share be paid on 4 April 2002.
Increase of share capital through a subscription issue
In accordance with the proposal by the Board of Directors, the Annual General Meeting decided to increase the company’s share capital by a minimum of EUR 9,710,400.00 and by a maximum of EUR 14,582,400.00 (not an exact figure), by deviating from the shareholders’ subscription privilege. The share capital is to be increased on non-cash contribution terms in such a manner that each A and B share of JMC Tools Oy entitles the holder to subscribe for 7,856 new Incap Corporation shares. The subscription period begins on 21 March 2002, after the Annual General Meeting has ended, and ends on 19 April 2002. The Annual General Meeting authorised the Board of Directors to approve the subscriptions in accordance with the terms of the private placing.
Authorisation of the Board of Directors to decide on increasing share capital and issuing warrants and/or convertible bonds
The Annual General Meeting authorised the Board of Directors to decide on increasing the company’s share capital through a subscription issue and on issuing warrants and/or issuing convertible bonds in one or several sets. Pursuant to the authorisation, the company’s share capital may be increased by no more than EUR 1,179,360.00. The authorisation is valid for one year, and it includes a right to deviate from the shareholders’ subscription privilege. The authorisation given by the previous Annual General Meeting, which was to be valid until 18 April 2002, was cancelled.
Alterations of the Articles of Association
In accordance with the company’s new strategy, the Annual General Meeting amended Article 2 (‘Line of business’) of the Articles of Association 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 organisation, financing, purchases, or other similar collective tasks on behalf of all corporate bodies. To carry out business, the company may own stock and possess and rent premises.”
In connection with increasing the company’s share capital, the Annual General Meeting decided to amend Article 3 (‘Share capital and shares’) of the Articles of Association to read as follows:
“The Company’s minimum share capital is sixteen million, eight
hundred thousand (16,800,000.00) euros, and its maximum authorised share capital is sixty-seven million, two hundred thousand (67,200,00.00) euros, within which limits the share capital may be increased or decreased without amending the Articles of Association.
The Company’s share does not have a nominal value. The minimum number of the company’s shares is ten million (10,000,000), and the maximum number is forty million (40,000,000), within which limits the number of shares may be increased or decreased without amending the amount of share capital or the Articles of Association.”
Appointment of Board members and auditors
The Annual General Meeting elected Director Seppo Arponen, Managing Director Kalevi Laurila, Senior Partner Markku Puskala, Industrial Counsellor Jorma Terentjeff and Juhani Vesterinen as Board members.
The Annual General Meeting appointed Auditors’ Ltd – Ernst & Young as auditor, with Rauno Sipilä, APA, acting as the responsible auditor.
Espoo, 21 March 2002
Board of Directors
Chairman of the Board
For further information, please contact:
Juhani Vesterinen, tel. +358 500 824 423