Notice to the extraordinary General Meeting
Incap Corporation Stock Exchange Release
18 August 2010 at 3 p.m.
NOTICE TO THE EXTRAORDINARY GENERAL MEETING
Notice is given to the shareholders of Incap Corporation to the Extraordinary General Meeting to be held on Thursday, 9 September 2010 at 3 p.m. at G.W. Sundmans' conference venue at the address Eteläranta 16, 2nd floor, 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 Extraordinary 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. Proposal of the Board of Directors for a directed share issue
The Board of Directors will propose to the Extraordinary General Meeting that the company's capital structure will be strengthened by issuing a minimum of 4,000,000 and a maximum of 4,500,000 new shares, waiving the shareholders' pre-emptive rights, by offering subscription right to professional investors, the Board of Directors and the members of the management team as well as to those of existing shareholders, who hold at least 100,000 shares on 14 September 2010.
The directed share issue is aimed at strengthening the company's capital and financing structure as well as at financing the development of the company's international business operations.
7. Other eventual proposals to the Extraordinary General Meeting
8. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposal relating to the agenda of the Extraordinary General Meeting as well as this notice are available on Incap Corporation's website at www.incap.fi/Investors.
The proposal is available at the meeting and copies of it 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 21 September 2010.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 30 August 2010 in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the Extraordinary 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 on Monday 6 September 2010 at 4 p.m. by giving a prior notice of participation. Such notice can be given:
a) by e-mail (firstname.lastname@example.org);
b) by telephone +358 40 347 2124;
c) by telefax +358 10 612 5680; or
d) by regular mail to Incap Corporation/Extraordinary General Meeting, Valuraudankuja 6, 00700 Helsinki.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, telephone number and the name and personal identification number of a possible assistant or proxy representative. 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/Pii Ahtiainen, 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 Extraordinary General Meeting, must be entered into the shareholders' register of the company on 6 September 2010 at 10 a.m. at the latest. 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 Extraordinary General Meeting, 18 August 2010, the total number of shares and votes in Incap Corporation is 14,180,880.
In Helsinki, 18 August 2010
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
The proposal of the Board of Directors for a directed share issue
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 competitiveness as a strategic partner. Incap has operations in Finland, Estonia and India. The Group's revenue in 2009 amounted to EUR 70 million and the company currently employs approximately 800 people. Incap's share is listed on the NASDAQ OMX Helsinki. Additional information: www.incap.fi.
The proposal of the Board of Directors for a directed share issue
The Board of Directors proposes to the Extraordinary General Meeting that the capital structure be strengthened with a directed share issue as follows:
1. Rights issue and the number of new shares
The Board of Directors proposes to the Extraordinary General Meeting that the company's shareholders equity will be enhanced by issuing a minimum of 4,000,000 and a maximum of 4,500,000 new shares.
2. Right to subscribe new shares
The Board of Directors proposes that the new shares will be issued, waiving the shareholders' pre-emptive rights, by offering subscription right to professional investors, the Board of Directors and the members of management team as well as to those of existing shareholders who hold at least 100,000 shares on 14 September 2010. The Board of Directors shall decide on the division of subscription rights.
3. Weighty economic reason
It is proposed that the shareholders' pre-emptive rights be deviated, because the directed share issue is meant for strengthening the company's capital and financing structure with a quick and affordable arrangement as well as for financing the development of the company's international business operations.
With these grounds there is a weighty economic reason for the company to deviate from the shareholders' pre-emptive subscription right.
4. Payment of subscription price
The subscription price to be paid to the company for each share is the volume-weighted average price of the share on 1-31 August 2010 in the NASDAQ OMX Helsinki Ltd. Payable amount will be registered in full in the reserve of invested unrestricted equity.
5. Basis for definition of subscription price
The average share price in August 2010 at NASDAQ OMX Helsinki Ltd. is a market price, and therefore the subscription price does not offend the equality of shareholders.
6. Subscription period
Subscription right shall be exercised on 20-28 September 2010.
7. Payment period of the shares
The subscription price for each share shall be paid in full to the company's bank account on 28 September 2010 at the latest.
8. Registration of subscriptions
The company has authorised Nordea Bank Finland Plc to accept subscriptions in their banks and in Nordea Private Banking units during their normal opening hours.
9. Rights of the new shares
New shares are entitled to dividend as from the date of the registration of the new shares.
10. Other issues relating to the directed share issue
The Board of Directors is authorised to decide on the division of subscription rights among the subscribers in case of eventual oversubscription of shares as well as on any other issues relating to the share issue.
The company aims at entering the new shares to the trade register as soon as possible after the acceptance of the subscriptions. The application for taking the new shares into a public trading at the Helsinki Exchanges is estimated to be made by end of October at the latest, and the company is publishing a prospectus for this purpose.
Board of Directors