DECISIONS OF INCAP CORPORATION’S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS
INCAP CORPORATION Stock Exchange Release 10 April 2008, 5.30 p.m.
Incap Corporation’s Annual General Meeting was held on 10 April 2008 in Oulu.
Adoption of the income statement and the balance sheet, handling of result of the financial year
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 2007. The Annual General Meeting decided that no dividend be distributed for 2007 and that the loss for the financial year, a total of EUR 717,875.93, be transferred to retained earnings. The Board of Directors and the President and CEO were discharged from liability.
Amendment of Articles of Association
Annual General Meeting approved that the company’s present Articles of Association will be amended according to the proposal of the Board. New Articles of Association as attached to this release.
Appointment of members of the Board of Directors and the auditor
Fees for the members of the Board of Directors and the auditor and the reimbursements of expenses
The Annual General Meeting decided that the fees paid for the Board members stay the same and the annual fee to be paid for Chairman of the Board is EUR 24,000, for the Vice Chairman of the Board EUR 18,000 and for the Board members EUR 12,000. Half of the annual fee will be paid in cash and half in company shares. 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.
Authorisation of the Board of Directors to decide on increasing the share capital with a rights issue and/or on granting stock options
The Annual General Meeting authorised the Board of Directors to decide, within one year of the Annual General Meeting, on increasing the share capital through one or more rights issues and on granting stock options so that the total number of new shares to be subscribed for on the basis of the authorisation is a maximum of 4,000,000 shares, from which a maximum of 600,000 shares can be used in stock options.
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 the development of the company’s business operations, the financing of M&A arrangements, 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 option warrants, the Board of Directors shall have the right to decide that shares can be subscribed for through a contribution in kind, by way of offsetting rights or otherwise subject to certain conditions.
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
Hannele Pöllä, Director, Communications and Investor Relations, tel. +358 (0)40 504 8296
OMX Nordic Exchange Helsinki
Annex 1 Articles of Association
Article 1 Company name:
The name of the company shall be Incap Oyj in Finnish, Incap Abp in Swedish and Incap Corporation in English.
Article 2 Domicile:
The company’s domicile shall be Helsinki, Finland.
Article 3 Line of business:
The Company’s line of business shall be the product development, design, manufacturing and maintenance of part components and box-build products for technology industry, as well as the sale and marketing and import and export of materials and services related to them. The Company may provide various administrative services for its Group companies and associated companies. The Company may own and control shares and properties and engage in investment activities.
Article 4 Book-entry system:
The Company’s shares shall be incorporated in a book-entry system.
Article 5 Board of Directors:
The Company shall have a Board of Directors with a minimum of four (4) and a maximum of seven (7) members. The Board of Directors elects amongst its number a Chairman. The term of office for the Board of Directors shall expire at the close of the next Annual General Meeting to take place after its election.
Article 6 President and CEO:
The Company shall have a President and CEO who is appointed by the Board of Directors.
Article 7 Auditors:
The Company shall have one auditor which is an auditing corporation approved by the Central Chamber of Commerce.
Article 8 Representation of the Company:
The name of the company can be signed by the Chairman of the Board and the President and CEO, both on their own, or by two members of the Board together, or by two such persons together, whom the Board has given authorisation to sign the name of the company or one such person together with a member of the Board.
Article 9 Notice of a General Meeting of shareholders:
The notice of a General Meeting of shareholders shall be published in a newspaper with national distribution specified by the Board or on the company’s website.
The notice must be delivered a maximum of two (2) months and a minimum of seventeen (17) days before the date of the General Meeting of shareholders.
Article 10 Participation in the General Meetings of shareholders:
A shareholder intending to attend a General Meeting of shareholders must register with the company in the manner and by the deadline specified in the notice of the meeting.
Article 11 Annual General Meeting:
An Annual General Meeting must be arranged every year on a date indicated by the Board of Directors within six months after the end of the accounting period.
Matters to be presented at the Annual General Meeting
– the financial statements and the report of the Board of Directors
– the auditor’s report
Matters to be decided at the Annual General Meeting
– adoption of the financial statements
– disposal of the profits recorded in the balance sheet
– discharge of liability for the members of the Board of Directors and the President and CEO
– the number of members on the Board of Directors
– the fees and reimbursements of expenses to be paid to the Board members and the auditors and
– any other issues on the agenda specified in the notice of the Annual General Meeting
The Annual General Meeting shall elect
– the members of the Board of Directors
– the company’s auditor.
Annex 2 Personal data of board members
M.Sc. (Eng.), M.Sc. (Econ.), born 1956
Jukka Harju has been a member of the Board of Directors of Incap Corporation since 2007. He is a Partner of Boier Capital Ltd. Previously he has among others served as Chief Operating Officer and Executive Vice President at Elektrobit Corporation, as Managing Director at Tellabs Ltd. and in various positions at Nokia Telecommunications Ltd. (present Nokia Networks).
M.Sc. (Eng.), MBA, born 1959
Kari Häyrinen works at Finpro ry as Senior Vice President, Head of Region Asia. He has previously worked among others as President for APAC Region at Perlos Corporation (2001-2007) and Elcoteq SE (1995-2001). He has experience in business development and management in Asia, where he has been located for about nine years. His other expertise areas are strategic management, development of growth companies and marketing management in demanding markets for electronics products.
B.Sc. (Eng.), Executive MBA, born 1947
Kalevi Laurila has been a member of the Board of Directors of Incap Corporation since 2002. Previously he was CEO of JMC Tools Oy and Turveruukki Oy as well as a director with Rautaruukki Oyj.
Susanna Miekk-oja has been a member of the Board of Directors of Incap Corporation since 2007. She serves as Director at Sampo Fund Management Ltd. Previously she has held versatile expert and executive positions at Sampo Group and its predecessors Postipankki and Leonia.
INCAP IN BRIEF
Incap Corporation is a fast-growing, internationally operating electronics contract manufacturer whose comprehensive service covers the entire product life cycle from design and manufacture to repair and maintenance services. In addition to electronics, Incap also manufactures mechanical products and parts. The company specialises in technically demanding products and product entities that are manufactured in small and medium-sized production series. Incap’s main customers are leading equipment suppliers in telecommunication, energy, industrial electronics, security as well as in medical and well-being. Incap has operations in Finland, Estonia and India. The Group’s revenue in 2007 amounted to EUR 83 million and the company currently employs approx. 810 persons. Incap’s share is listed on the OMX Nordic Exchange Helsinki. For additional information, please visit www.incap.fi