Incap Corporation shareholders are invited to attend the Annual General Meeting, which will be held on Friday, 25 April 2003 beginning at 3.00 p.m. at the World Trade Center Helsinki, 3rd floor in Meeting Rooms 7 and 8 at the address Aleksanterinkatu 17, 00100 Helsinki.
The agenda will contain the following items:
1. The standard issues stated in 12 § of the Articles of Association
2. Proposal by the Board of Directors to amend 1 § of the Company's Articles of Association
The Board of Directors proposes that, in order to change the domicile from Helsinki to Oulu, the 1 § of the Articles of Association be amended to read as follows:
The Company's name is Incap Oyj in Finnish, Incap Abp in Swedish and Incap Corporation in English, and its domicile is the City of Oulu.
3. Proposal by the Board of Directors for authorisation to increase the share capital through rights issues, and/or by issuing convertible bonds and/or granting stock options
The Board of Directors proposes to the Annual General Meeting that the Board or Directors be authorised to increase the share capital through one or more rights issues, and/or by issuing one or more convertible bonds and/or granting stock options in one or more lots. The authorisation shall be valid for one year. The new shares to be subscribed in the new issue and/or on the basis of the stock options and the shares to be issued at the conversion of the convertible bonds may together increase the share capital of the company by a maximum of EUR 4,092,775.68 (not exact) so that a maximum of 2,436,176 shares, with the book value equivalent of EUR 1.68 per share, may be subscribed.
The authorisation will include the right to disapply shareholders' pre-emptive right to subscribe for new shares, convertible bonds or stock options as described in Chapter 4, Section 2, of the Companies Act. The Board of Directors will be entitled to decide on subscription price, the persons entitled to subscription, the terms and conditions of subscription and the terms and conditions of convertible bonds and stock options. The pre-emptive right of subscription of the shareholders may be deviated from provided that a weighty financial reason for this exists, such as an arrangement related to the development of the company's business, financing of a merger or acquisition, the strengthening or development of the financial or capital structure of the company or incentives to the personnel. When the share capital is increased by a rights issue other than one based on convertible bonds or stock options, the Board of Directors will be 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.
Documents
Documents related to the financial statements and the proposals of the Board of Directors with their appendices will be on display for shareholders from Tuesday, 25 March 2003 at the Company's head office, Kempeleentie 46, 90440 Kempele. Copies of the documents will me mailed to shareholders upon request (tel. +358 10 5628 214/Karoliina Ohukainen). The Company's printed annual report for the year 2002 will be published during week 12 and it is available also at the Company's website www.incap.fi.
Right to participate at the Meeting
A shareholder who wishes to participate in the Annual General Meeting must be entered in the Company's shareholder register kept by the Finnish Central Securities Depository Ltd no later than on Tuesday, 15 April 2003.
Notification of attendance
Registration for participating in the Annual General Meeting must be made no later than by 4.00 p.m. on Wednesday, 16 April 2003 at the Company's head office at the address Kempeleentie 46, 90440 Kempele or by telephoning +358 10 5628 227/Maija Aronen or by email maija.aronen@incap.fi.
Written notification of participation must reach the company before the notification period expires. Any proxies must be delivered to the Company's head office no later than by 16 April.
Payment of dividend
The Board of Directors proposes to the Annual General Meeting that no dividend be distributed on the financial year 2002.
Sotkamo, 19 March 2003
INCAP CORPORATION
Board of Directors
Seppo Ropponen
President and CEO
Further information:
Rauni Nokela, Vice President Finance and Administration,
Tel. +358 400 383 409