DECISIONS OF INCAP CORPORATION'S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS

 

Incap Corporation's Annual General Meeting was held in Helsinki on Friday, 25 April 2003.

 

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 2002, and discharged the Board of Directors and the Presidents from liability.

 

In accordance with the proposal by the Board of Directors, the Annual General Meeting decided that no dividend be distributed on the financial year 2002.

 

Authorisation of the Board of Directors

 

The Annual General Meeting authorised the Board or Directors 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 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 a book value equivalent of EUR 1.68 per share, may be subscribed.

 

The authorisation will be valid for one year, and it includes the right to disapply shareholders' pre-emptive subscription right and 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.

 

Amendment of the Company's Articles of Association

 

The Annual General Meeting adopted the Board of Directors' proposal and changed the 1 § of the Articles of Association 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.

 

Appointment of Board members and auditors

 

The Annual General Meeting re-elected Seppo Arponen, Kalevi Laurila, Markku Puskala, Jorma Terentjeff and Juhani Vesterinen as Board members.

 

Auditors' Ltd - Ernst & Young continues as auditors, with Rauno Sipilä, APA, acting as the responsible auditor.

 

First meeting of the new Board

 

The new Board held a meeting after the Annual General Meeting on 25 April and appointed Jorma Terentjeff, Industrial Counsellor, to act as Chairman of the Board.

 

Cancellation of contract on market-making

 

The Board of Directors decided to cancel the contract on marketing-making, which was made at the time of public listing, to end on 25 July 2003. According to the Rules of the Helsinki Stock Exchange, a company that listed on the OTC list before the year 1998 was obliged to have market-making.

 

 

 

INCAP CORPORATION

Board of Directors

 

 

Seppo Ropponen

President and CEO