Incap Corporation's Notice to the Extraordinary General Meeting
Stock Exchange Release 8th October 2014 at 3 p.m. (EET)
NOTICE TO THE EXTRAORDINARY GENERAL MEETING
Based on the reporting completed in September 2014, the parent company's (Incap Corporation) shareholders' equity has fallen below 50% of the share capital. Therefore, notice is given to the shareholders of Incap Corporation according to the Limited Liability Companies Act 20:23,3 § to the Extraordinary General Meeting to be held on Wednesday 29th October 2014 at 1 p.m. at BANK at the address Unioninkatu 20, 00130 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.30 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. Presentation of the accounts of the period 1 January 2014 - 30 June 2014 and the report of the Board of Directors
- Review by the President and CEO
7. Measures to stabilise the company's financial position
The Board of Directors will propose that the company will continue the already started measures to improve profitability and ensure the financing as well as the sufficiency of working capital and the liquidity and to develop the customer acquisitions.
8. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals 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 extraordinary financial statements for the period 1 Jan - 30 Jun 2014 and the report of the Board of Directors, is available on the above-mentioned website on 8th October 2014.
The proposals and the financial statements 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 12th November 2014.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 17 October 2014 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 in Finland, 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, 24th October 2014 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 40 673 6371 / Incap Corporation
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. The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation in the meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. by Friday 24th October 2014 by 10 a.m. at the latest. As to the nominee registered shares, this constitutes a due registration for the Extraordinary General 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.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary 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 Extraordinary General Meeting.
Eventual proxy documents should be delivered in originals to Incap Corporation/Kirsti Parvi, Strömbergin Puistotie 6 A, 65320 Vaasa before the last date for registration.
4. Other instructions and information
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.
On the date of this notice, on 8th October 2014 to the Extraordinary General Meeting, the total number of shares and votes in Incap Corporation is 109,114,035.
In Helsinki, 8th October 2014
Board of Directors
Ville Vuori, President and CEO, tel. +358 400 369 438
Kirsti Parvi, CFO, tel. +358 50 517 4569
NASDAQ OMX Helsinki Ltd
INCAP IN BRIEF
Incap Corporation is an international contract manufacturer whose comprehensive services cover the entire life-cycle of electromechanical products from design and sourcing to actual manufacture and further to maintenance services. Incap's customers are leading suppliers of high-technology equipment in their own business segments, and Incap increases their competitiveness as a strategic partner. Incap has operations in Finland, Estonia, India and China. The Group's revenue in 2013 amounted to approximately EUR 36.8 million, and the company currently employs approximately 470 people. Incap's share has been listed on the NASDAQ OMX Helsinki Ltd since 1997. Additional information: www.incap.fi.