DECISIONS OF INCAP CORPORATION’S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS
Incap Corporation’s Annual General Meeting was held on 11 April 2006 in Oulu.
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 2005. The Annual General Meeting decided that no dividend will be paid on the financial year 2005 and that the profit be carried forward as retained earnings.
The Board of Directors and the President were discharged from liability.
Authorisation of the Board of Directors
The Annual General Meeting authorised the Board of Directors for one year to decide on increasing the share capital through one or more rights issues and/or the floating of one or more issues of convertible bonds and/or stock options. The aggregate number of these new shares which can be subscribed for in the rights issue, through the conversion of the convertible bonds or subscribed for on the basis of option warrants can be a maximum of 2,436,176 shares. On the basis of the authorisation, the company’s share capital can be increased by a maximum of EUR 4,092,775.68 (not an exact figure).
The authorisation includes the right to disapply shareholders’ pre-emptive subscription rights and to decide on subscription prices and other terms and conditions of subscription as well as on the terms of a convertible bond issue and stock options. Shareholders’ pre-emptive rights can be disapplied providing that from the company’s standpoint there is a weighty economic reason for doing so, such as development of the company’s business operations, the financing of M&A arrangements or an arrangement related to capital funding, or personnel policy reasons. When the share capital is increased through a rights issue otherwise than on the basis of convertible bonds or option warrants, the Board of Directors shall be entitled to decide that shares can be subscribed for through a contribution in kind, by way of offsetting rights or otherwise subject to certain conditions.
Fees for the Board of Directors and the auditor
The Annual General Meeting decided that the monthly fee to be paid for the Chairman of the Board is EUR 3,000 and for the Board members EUR 2,000. Moreover, EUR 200 will be paid for each meeting. The auditor is remunerated against a reasonable invoice.
Appointment of members of the Board of Directors and the auditor
Ernst & Young Oy was re-elected as the company’s auditor, with Rauno Sipilä, APA, acting as the responsible auditor.
First meeting of the new Board
The new Board of Directors held a meeting after the Annual General Meeting and appointed Jorma Terentjeff, Industrial Counsellor, to continue as the Chairman of the Board.
President and CEO