Incap Corporation's notice to the Extraordinary General Meeting
Stock Exchange Release 15 April 2015 at 6 p.m. (EET)
INCAP CORPORATION'S 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, 7 May 2015 at 3 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 2.45 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. Authorization of the Board of Directors to decide on a share issue to the shareholders
The Board of Directors of Incap Corporation proposes to the General Meeting, that the General Meeting would authorize the Board of Directors of the company to decide on a share issue to the shareholders of the company in proportion to the current shareholdings in the company (rights issue) so that the maximum number of new shares to be issued based on the authorization is 109,114,035 new shares of the company. The Board of Directors would be entitled to resolve on any other terms and conditions of the share issue. The authorization would remain in force until one year as of the resolution of the General Meeting. The authorization does not revoke the earlier authorizations.
7. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals relating to the agenda of the General Meeting as well as this notice are available on Incap Corporation's website at www.incapcorp.com/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, the latest resolution made after the end of the precedent financial period on the distribution of assets and the statement of the Board of Directors on the events occurred after the drafting of the financial statements of 31 December 2014 having an essential effect on the state of the company are available on the above-mentioned website on 15 April 2015 onwards.
The above-mentioned documents are also available at the meeting and copies of these documents will be sent to shareholders upon request.
The minutes of the meeting will be available on the above-mentioned website as from 21 May 2015.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 24 April 2015 in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the 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, 4 May 2015 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 50 517 4569/Kirsti Parvi;
c) by fax +358 9 224 4095; or
d) by mail to Incap Corporation/General Meeting, Keilaranta 4, 02150 ESPOO.
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 on 24 April 2015. 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 4 May 2015 by 10 a.m. at the latest. As to the nominee registered shares, this constitutes a due registration for the 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 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.
Eventual proxy documents should be delivered in originals to Incap Corporation/Kirsti Parvi, Keilaranta 4, FI-02150 Espoo before the deadline for registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the 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.
On the date of this notice to the General Meeting, the total number of shares and votes in Incap Corporation is 109,114,035.
In Helsinki, 15 April 2015
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 and the company currently employs approximately 380 people. Incap's share has been listed on the NASDAQ OMX Helsinki Ltd since 1997. Additional information: www.incapcorp.com