DECISIONS OF INCAP CORPORATION’S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS
Stock exchange release 3 April 2007, 6 p.m.
Incap Corporation’s Annual General Meeting was held on 3 April 2007 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 2006. The Annual General Meeting decided that no dividend will be distributed on the financial year 2006 and that the profit be transferred to retained earnings.
The Board of Directors and the President and CEO 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 stock options so that the total number of new shares to be subscribed on the basis of the authorisation is a maximum of 2,500,000 shares.
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 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.
The Annual General Meeting decided further to revoke the previous authorisation given at the Annual General Meeting on 11 April 2006 before the new authorisation.
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 4,000, for the Vice Chairman of the Board EUR 3,000 and for the Board members EUR 2,000. Moreover, EUR 200 will be paid for each meeting. There will be no fee paid for conference calls. 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 elected Kalevi Laurila as the Chairman of the Board and Susanna Miekk-oja as the Vice-Chairman of the Board.
President and CEO
For additional information, contact:
Juhani Hanninen, President and CEO, tel. +358 (0)50 556 7199
Anne Sointu, Chief Financial Officer, tel. +358 (0)40 347 2059
Hannele Pöllä, Director, Communications and Investor Relations, tel. +358 (0)40 504 8296
Helsinki Stock Exchange
INCAP IN BRIEF
Incap Corporation is a fast-growing electronics contract manufacturer whose comprehensive service covers the entire product life cycle from design and manufacture to repair and maintenance services. The company’s main customer sectors are leading equipment suppliers in telecommunications, electrical power technology, the automation and process industries as well as measurement technology, safety electronics and health care. The Incap Group’s revenue in 2006 amounted to EUR 89 million and the company currently employs approx. 540 persons. Incap’s share is listed on the Helsinki Stock Exchange and it is a component of the Nordic Small Cap list within the information technology sector. For additional information, please visit www.incap.fi