ANNUAL GENERAL MEETING 2022

The Annual General Meeting of Incap will be held on Friday, 29 April 2022 at 1.00 pm.m. (EEST) at Incap Corporation, Bulevardi 21, 00180 Helsinki. Shareholders of the company may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. Instructions for shareholders are presented in this notice under section C. “Instructions for the participants in the Annual General Meeting”.

Based on the Finnish temporary legislative act (375/2021), which entered into force on May 8, 2021, the Board of Directors of the Company has decided that the Annual General Meeting will be held under exceptional meeting procedures in order to limit the spread of the COVID-19 pandemic and to ensure the health and safety of the shareholders, the personnel of the Company and other shareholders.

The company will organize a separate management Q&A webcast after the Annual General Meeting on Friday, April 29, 2022 at 3.00 p.m (EEST). This Q&A session is not part of the General Meeting and the questions presented in the Q&A webcast are not questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act.

Important dates

  • 31 March 2022 The annual report, containing the financial statements, the report of the Board of Directors and the Auditor’s report for the year 2021 published
  • 31 March 2022 The notice to the AGM and the AGM material are published
  • 13 April 2022 Last day for shareholders holding at least 1% of all the shares in the company to present counterproposals
  • 14 April 2022 Incap publishes the potential counter proposals on the AGM website
  • 14 April 2022 Registration and advance voting commence at 10:00 a.m. (EEST)
  • 19 April 2022 Last day for shareholders to submit questions
  • 19 April 2022 Record date for the AGM
  • 20 April 2022 Incap publishes the questions and answers on the AGM website
  • 22 April 2022 Registration and advance voting end at 16:00 p.m. (EEST)
  • 13 May 2022 The minutes of the AGM are published on the AGM website (at the latest)

In order to prevent the spread of the COVID-19 pandemic, as well as to ensure the health and safety of the company’s shareholders, personnel and other stakeholders, the meeting will be organised so that the shareholders of Incap will not be present at the meeting venue. No real-time telecommunications will be organised.

Shareholders can participate in the meeting and use their shareholders rights by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions set out below.

1. Shareholders registered in the shareholder’s register

Each shareholder who is registered on the record date of the Annual General Meeting, April 19, 2022, in the shareholders’ register of the Company kept by Euroclear Finland Ltd is entitled to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her Finnish book-entry account, is registered in the Register of Shareholders of the Company. Shareholders cannot participate in the Annual General Meeting by any other means than voting in advance, as well as by submitting counterproposals and asking questions in advance in the manner instructed below.

2. Registration and advance voting

Registration for the Annual General Meeting and advance voting will begin on 14 April, 2022 at 10.00 a.m.(EEST) following the deadline for submitting counterproposals. A shareholder with a Finnish book-entry account, who wishes to participate in the Annual General Meeting, must register for the Annual General Meeting and vote in advance no later than 22 April, 2022 at 4.00 p.m. (EEST) by which time the registration and votes need to have been received.

When registering, requested information such as the name, personal identification number/business ID, address and telephone number of the shareholder. The personal data given by the shareholder to Incap Corporation and Euroclear Finland Ltd. will be used only in connection with the Annual General Meeting and with the processing of related registrations.

Shareholders with a Finnish book-entry account may register and vote in advance for certain items on the agenda of the Annual General Meeting between 14 April, 2022 at 10.00 a.m. (EEST) and 22 April, 2022 at 4.00 p.m. (EEST) in the following ways:

a) through the Company’s website

Electronic advance voting requires the shareholder’s personal or business ID and, in the case of institutional shareholders, the value of the cooperative account number. When a personal owner logs in to Euroclear Finland Oy’s service through the Company’s website, he/she is directed to strong electronic identification. Strong electronic identification works with bank IDs or mobile certificates. For community owners, strong electronic identification is not required. However, the entity owner must disclose the value of its unit account number as well as other required information.

b) by mail or by email

A shareholder may submit the advance voting form or similar information available on the Company’s website to Euroclear Finland Oy by post to Euroclear Finland Oy, Annual General Meeting, PO Box 1110, FI-00101 Helsinki or by e-mail to yhtiokokous@euroclear.eu. If a shareholder participates in the Annual General Meeting by submitting advance votes to Euroclear Finland Oy by post or email, submitting votes before the end of registration and advance voting is considered registration to the Annual General Meeting, provided the above information required for registration is submitted at the same time.

Voting instructions are available on the Company’s website.

3. Holders of nominee-registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date 19 April, 2022 of the Annual 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 Annual 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 26 April, 2022 by 10.00 a.m. (EEST) at the latest. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.

Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank.

The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.

Further information on these matters can also be found on the Company’s website.

4. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy authorized by a shareholder may also participate in the Annual General Meeting only by voting on behalf of the shareholder in advance as described in this invitation.

The shareholder’s representative must present a dated power of attorney, or he/she must otherwise prove in a reliable manner that he/she is entitled to represent the shareholder. If a shareholder participates in the Annual General Meeting through several proxies who represent the shareholder with shares in cooperative accounts of different values, the shares on the basis of which each proxy represents the shareholder must be stated in connection with the registration.

The template for the proxy and voting instructions will be available on the Company’s website no later than 14 April, 2022 after the deadline for submission of counterproposals for voting has expired. Any proxies are requested to be submitted by post to Euroclear Finland Oy, Annual General Meeting, PO Box 1110, 00101 Helsinki or by email to yhtiokokous@euroclear.eu before the end of the registration period, by which time the proxies must be received.</p

Submission of a power of attorney and voting instructions to the Company before the end of the registration period is considered to be registration for the Annual General Meeting, if it appears in section C.2 above the information required for registration.

5. Other instructions and information

Shareholders holding at least one hundredth of all the company’s shares have the right to make a counterproposal to the voting proposals on the agenda of the Annual General Meeting. Such counterproposals must be submitted to the Company by email to communications@incapcorp.com no later than 13 April, 2022 at 12.00 p.m. (EEST). Shareholders who make a counterproposal must submit a statement of their ownership in connection with the submission of the counterproposal. The counterproposal will be considered at the Annual General Meeting on the condition that the shareholder has the right to participate in the Annual General Meeting and that the shareholder owns at least one hundredth of all shares on the record date of the Annual General Meeting. If the counterproposal is not considered at the Annual General Meeting, the votes cast in favor of the counterproposal shall be disregarded. The Company will publish any counterproposals to be put to the vote on the Company’s website no later than 14 April, 2022.

A shareholder may submit questions referred to in Chapter 5, Section 25 of the Companies Act on matters to be discussed at the meeting until 19 April, 2022 at 3.00 p.m. (EEST) by e-mail to address communications@incapcorp.com. Such questions from shareholders, the answers of the Company’s management to them and any non-voting counterproposals will be available on the Company’s website no later than 20 April, 2022. The precondition for making questions and counterproposals is that the shareholder submits a sufficient statement of his/ her shareholding.

On the date of this notice to the Annual General Meeting, the total number of shares and votes in Incap Corporation is 5,849,327.

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