Incap Corporation: Notice to convene Annual General Meeting

Incap’s notice to convene Annual General Meeting

Notice is given to the shareholders of Incap Corporation to the Annual General Meeting to be held on Thursday, 27 April 2023, at 1:30 p.m. EEST at GLO Hotel Art, Lönnrotinkatu 29, 00180 Helsinki, Finland (the Jugend hall on the second floor).

The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1:00 p.m.
 
A. Matters on the agenda of the Annual General Meeting

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 Annual Accounts, the Report of the Board of Directors and the Auditor's Report for the year 2022
 
– Presentation of the CEO’s review
 
The Annual Report published by the company on 31 March 2023, which includes the company's Annual Accounts, Consolidated Annual Accounts and the Report of the Board of Directors and the Auditor's Report, is available on the company's website at https://incapcorp.com/annual-general-meeting-2023/.

7. Adoption of the Annual Accounts
 
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
 
Due to the growth strategy of Incap, the Board of Directors of Incap Corporation proposes to the Annual General Meeting that no dividend will be paid for the financial year 2022.

Shareholders who represent more than 30 per cent of the shares and votes have notified the company that they will support Board of Directors´ proposal in the Annual General Meeting.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial year 1 January–31 December 2022

10. Handling of the Remuneration Report for Governing Bodies
 
The Board of Directors proposes that the Annual General Meeting approve the 2022 Remuneration Report for governing bodies.

The Remuneration Report 2022, which describes the implementation of the company's Remuneration Policy and presents information on the remuneration of the company's governing bodies for the financial year 2022, and which was published in connection with the Annual Report on 31 March 2023 is available on the company's website at https://incapcorp.com/annual-general-meeting-2023/ . The resolution concerning the adoption of the Remuneration Report is advisory.

11. Resolution on the remuneration of the members of the Board of Directors

Shareholders who represent more than 30 per cent of the shares and votes propose to the Annual General Meeting that the annual fee to be paid for the Chairman of the Board is EUR 65,000 and for the Board members EUR 35,000 and it shall be paid in month-by-month. In addition to the annual remuneration, a meeting fee of EUR 300 per meeting is paid for the Board members and a meeting fee of EUR 400 per meeting is paid for the Chairman of the Board of Directors for attendance at the meetings. Eventual travel expenses shall be 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 30 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
 
It is proposed to the Annual General Meeting that the present members of the Board of Directors Carl-Gustaf von Troil, Ville Vuori and Kaisa Kokkonen be re-elected as members of the Board of Directors and that Julianna Borsos be elected as a new member of the Board of Directors.
 
Päivi Jokinen has informed that she will no longer be available to serve on the Board of Directors of Company after the Annual General Meeting.
 
Dr. Julianna Borsos (born 1971, D.Sc. (Econ.)) has more than 25 years of experience in the finance industry, and she is a seasoned investor as well as Board professional. She is the founder and CEO of Bocap, the leading and largest Finnish growth private equity fund established in 2012. Prior to that, from 1997 to 2009, she held several financial advisory positions, and senior executive positions in leading Nordic investment banks (such as, among others, Mandatum Investment Bank, and the former Nordea (Merita)). Borsos has vast and solid experience in financing, international M&As, IPOs, corporate governance, and technology companies. She has previously been Board member in several listed companies, including the electronic industry PCB manufacturer Aspocomp Oyj, EAB group (now part of EVLI) and Administer Oyj. She is also a Finnish representative at the EU Commission’s EIC Funds Allocation Jury and Hypo Bank’s Council Member (03/2022 – 03/2023).
 
Ville Vuori, Carl-Gustaf von Troil and Kaisa Kokkonen are independent of the company and of significant shareholders of the company. Julianna Borsos is dependent of significant shareholders of the company and independent of the company. All persons have given their consent to the election.

Information regarding the Board members is available on the company’s website at https://incapcorp.com/board-of-directors/. Information of the proposed new Board member is available at https://incapcorp.com/annual-general-meeting-2023/.
 
14. Resolution on the remuneration of the Auditor

The Board of Directors proposes to the General Meeting that the Auditor be paid against a reasonable invoice.
 
15. Election of Auditor
 
The Board of Directors proposes that PricewaterhouseCoopers Oy, a company of Authorised Public Accountants, be re-elected as the auditor of the company. PricewaterhouseCoopers Oy has announced that the principally responsible auditor would be Maria Grönroos (APA). The term of the auditor will end at the closing of the next Annual General Meeting following the election.

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 proposes that the Annual General Meeting authorise the Board of Directors to decide to issue new shares either against payment or without payment. The authorisation would be given to a maximum quantity of 2,928,483 new shares which represent approximately 10 per cent of the total number of shares in the company at the date of this notice.
 
The new shares may be issued to the company's shareholders in proportion to their current shareholdings in the company or deviating from the shareholders' pre-emptive right through one or more directed share issue, if the company has a weighty financial reason to do so, such as developing the company's equity structure, implementing mergers and acquisitions or other restructuring measures aimed at developing the company's business, financing of investments and operations or using the shares as a part of the company's remuneration and compensation system. The Board of Directors would decide upon terms and scope related to share issues.

Based on the authorisation, the Board of Directors can, pursuant to chapter 10, section 1, of the Companies Act, also decide on issuing other special rights, either against payment or without payment, entitling to new shares of the company.

The subscription price of the new shares can be recorded partly or fully to the invested unrestricted equity reserves or to equity according to the decision of the Board of Directors. The Board of Directors is further entitled to decide on conditions regarding the issuance of shares as well as the issuance of other special rights entitling to shares.

The proposed authorisation would be valid for one year from the Annual General Meeting.

17. Closing of the meeting
 
B. Documents of the Annual General Meeting
 
The above-mentioned proposals relating to the agenda of the Annual General Meeting as well as this notice are available on Incap Corporation's website at https://incapcorp.com/annual-general-meeting-2023/. The Annual Report of Incap Corporation, including the company's Annual Accounts, the Report of the Board of Directors and the Auditor's Report, as well as the Remuneration Report are available on the above-mentioned website by 5 April 2023.
 
The minutes of the meeting will be available on the above-mentioned website latest on 11 May 2023.

C. Instructions for the participants in the Annual General Meeting
 
1. Shareholders registered in the shareholders' register
 
Each shareholder who is registered on the record date of the Annual General Meeting, 17 April 2023, 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 shareholders' register of the company.

Registration for the Annual General Meeting will begin on 5 April 2023 at 10.00 a.m. EEST. A shareholder registered in the shareholders’ register of the company who wishes to participate in the Annual General Meeting must register no later than 21 April 2023 at 4:00 p.m. EEST, by which time the registration must have been received. Shareholder can register for the General Meeting in the following manners:

a) by e-mail to communications@incapcorp.com;
b) by mail to Incap Corporation, Bulevardi 21, 00180 Helsinki, Finland.
 
When registering, a shareholder is requested to provide information such as the name, personal identification number/business ID, address, e-mail address and telephone number of the shareholder as well as the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given by the shareholder to Incap Corporation will be used only in connection with the Annual General Meeting and with the processing of related registrations.
 
2. 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, 17 April 2023, 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 temporarily registered into the shareholders' register held by Euroclear Finland Ltd. by 10:00 a.m. EEST on 24 April 2023 at the latest. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
 
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder’s register of the company, the issuing of proxy documents and voting instructions and registration for the Annual General Meeting from his/her custodian. The account manager of the custodian has to temporarily register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the 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 at www.incapcorp.com. 
 
3. Proxy representative 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.
 
The shareholder's proxy 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 in the Annual General Meeting. If a shareholder participates in the Annual General Meeting through several proxy representatives who represent the shareholder with shares in different book-entry accounts, the shares on the basis of which each proxy representative represents the shareholder must be stated in connection with the registration.

Possible proxy documents should be delivered by post to Incap Corporation, Bulevardi 21, 00180 Helsinki, Finland or by e-mail to communications@incapcorp.com before the registration period ends. In addition to the delivery of the proxy documents the shareholder or their proxy representative shall register for the General Meeting in the manner described above in this notice.
 
4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies 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.
 
Information on the Annual General Meeting required by the Finnish Companies Act and the Securities Markets Act is available on the company’s website at https://incapcorp.com/general-meeting/.

On the date of this notice to the Annual General Meeting, the total number of shares and votes in Incap Corporation is 29,284,835.
 
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.

In Helsinki, 4 April 2023

INCAP CORPORATION
Board of Directors
 
Further information:
Otto Pukk, President and CEO, +372 508 0798
Antti Pynnönen, CFO, +358 40 187 3494
 
DISTRIBUTION
Nasdaq Helsinki Ltd.
Principal media
www.incapcorp.com
 
INCAP IN BRIEF
Incap Corporation is a trusted partner and full service provider in Electronics Manufacturing Services. As a global EMS company Incap supports customers ranging from large multinationals and mid-sized companies to small start-ups in their complete manufacturing value chain. Incap offers state-of-the-art technology backed up by an entrepreneurial culture and highly qualified personnel. The company has operations in Finland, Estonia, India, Slovakia, the UK and Hong Kong and employs approximately 2,800 people. Incap’s share has been listed on Nasdaq Helsinki Ltd stock exchange since 1997.