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NOTICE TO THE ANNUAL GENERAL MEETING
Incap Corporation Stock Exchange Release 25 February 2009 at 10 a.m.
Notice is given to the shareholders of Incap Corporation to the annual General Meeting to be held on Friday, 3 April 2009 at 3 p.m. in Helsinki World Trade Center at the address Aleksanterinkatu 16, 00100 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2.30 p.m.
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Review by the President and CEO
7. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2008
8. Adoption of the annual accounts
9. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors will propose to the annual General Meeting that no dividend be distributed for 2008 and that the loss for the financial year, a total of EUR 3,908,068.33, be transferred to retained earnings.
10. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
11. Resolution on the remuneration of the members of the Board of Directors
Shareholders who represent more than 40 per cent of the shares and votes propose to the annual General Meeting that the fees paid for the members of the Board of Directors stay the same than in 2008 and the annual fee to be paid for Chairman of the Board is EUR 48,000, for the Vice-Chairman of the Board EUR 36,000 and for the Board members EUR 24,000. Moreover, EUR 200 will be paid for each meeting for those who have been present. There will be no fee paid for conference calls. Eventual travel expenses are compensated according to the travel regulations of the company.
12. Resolution on the number of members of the Board of Directors
Shareholders who represent more than 40 per cent of the shares and votes propose to the annual General Meeting that the number of members of the Board of Directors shall be four (4).
13. Election of members of the Board of Directors
Shareholders who represent more than 40 per cent of the shares and votes propose to the annual General Meeting that the present members of the Board of Directors, i.e. Jukka Harju, Kari Häyrinen, Kalevi Laurila and Susanna Miekk-oja, shall be re-elected to the Board of Directors. The persons have given their consent to the election.
14. Resolution on the remuneration of the auditor
The Board of Directors will propose that the auditor is paid against an invoice.
15. Election of auditor
The Board of Directors will propose that the firm of independent accountants Ernst & Young Oy be re-elected as the company's auditor for the year 2009.
16. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of other special rights entitling to shares
The Board of Directors will propose to the General Meeting that it authorise 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 so that the total number of new shares to be subscribed for on the basis of the authorisation is a maximum of 1,200,000 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. 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. 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.
The Board of Directors proposes that the Annual General Meeting decides to revoke the previous authorisation given at the Annual General Meeting on 10 April 2008 before the new authorisation.
17. Closing of the meeting
B. Documents of the General Meeting
The proposals of the Board of Directors and its committees relating to the agenda of the General Meeting as well as this notice are available on Incap Corporation's website at www.incap.fi/Investors. The annual report of Incap Corporation, including the company's annual accounts, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website no later than 20 March 2009. The annual report will be sent to shareholders upon request and it is available also in the General Meeting.
The proposals of the Board of Directors and the annual accounts are available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 17 April 2009.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 24 March 2009 in the shareholders' register of the company held by Euroclear Finland Ltd. (previously Finnish Central Securities Depository Ltd.), has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the company.
A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than 26 March 2009 at 4 p.m. by giving a prior notice of participation. Such notice can be given:
a) by e-mail (email@example.com);
b) by telephone +358 40 509 4757;
c) by telefax +358 10 612 5680; or
d) by regular mail to Incap Corporation/Laura Kuusela, Valuraudankuja 6, 00700 Helsinki.
In connection with the registration, a shareholder shall notify his/her name, date of birth,
telephone number and the name of a possible assistant. The
personal data given to Incap Corporation is used only in connection with the General Meeting and with the processing of related registrations.
Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is present at the
General Meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. Possible proxy documents should be delivered in originals to Incap Corporation/Laura Kuusela, Valuraudankuja 6, 00700 Helsinki before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the General Meeting, must be entered into the shareholders' register of the company on the record date 24 March 2009 of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank.
4. Other instructions and information
On the date of this notice to the General Meeting 24 February 2009, the total number of shares and votes in Incap Corporation is 12.180.880.
In Helsinki, 24 February 2009
Board of Directors
Sami Mykkänen, President and CEO, Tel. +358 40 559 9047
Eeva Vaajoensuu, CFO, Tel. +358 40 763 6570
Hannele Pöllä, Director, Communications and HR, Tel. +358 40 504 8296
NASDAQ OMX Helsinki Ltd
INCAP IN BRIEF
Incap Corporation is an internationally operating contract manufacturer whose comprehensive services cover the entire life-cycle of electromechanical products from design and manufacture to maintenance services. Incap's customers include leading equipment suppliers in energy efficiency and well-being technologies, for which the company produces new competitiveness as a strategic partner. Incap has operations in Finland, Estonia and India. The Group's revenue in 2008 amounted to EUR 94 million and the company currently employs approximately 730 people. Incap's share is listed on the NASDAQ OMX Helsinki. Additional information: www.incap.fi.