Incap Corporation: Notice to convene annual general meeting
Incap Corporation
Stock Exchange Release 22 March 2019 at 10.35 a.m.
(EET)
NOTICE TO CONVENE ANNUAL GENERAL MEETING
Notice is given to the shareholders of Incap Corporation to the
Annual General Meeting to be held on Monday, 15 April 2019 at 3
p.m. at Mannerheimintie 113, 00280 Helsinki (Aitio Business Park,
8th floor). 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
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
2018 - Review by the President and
CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the
balance sheet and the payment of dividends The parent
company's profit for the financial period totalled EUR
1,330,795.80. The Board proposes to the Annual General Meeting that
no dividend be paid and the result for the financial period be
recognised in equity.
9. Resolution on the discharge of the members of the
Board of Directors and the President and CEO from
liability
10. Resolution on the remuneration of the members of the
Board of Directors Shareholders who represent more than
30% 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
40,000 and for the Board members EUR 20,000 and it shall be paid in
month-by-month. There shall be no separate fee for each meeting.
Eventual travel expenses shall be compensated according to the
travel regulations of the company.
11. Resolution on the number of members of the Board of
Directors Shareholders who represent more than 30% of the
shares and votes propose to the Annual General Meeting that the
number of members of the Board of Directors shall be three (3).
12. Election of members of the Board of
Directors Shareholders who represent more than 30% of the
shares and votes propose to the Annual General Meeting that of the
present members of the Board Carl-Gustaf von Troil is re-elected
and Päivi Jokinen and Ville Vuori are elected as new members to the
Board of Directors.
All of the proposed members are independent of its major
shareholders. Carl-Gustaf von Troil and Päivi Jokinen are also
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
https://incapcorp.com/investors/governance/board-of-directors/
13. Resolution on the remuneration of the
auditor The Board of Directors proposes that the auditor
is paid against a reasonable invoice.
14. Election of auditor The Board of Directors
proposes that the firm of independent accountants Ernst & Young
Oy be re-elected as the company's auditor. The auditing firm has
informed that Bengt Nyholm, Authorised Public Accountant, would
continue as the principal auditor. The auditor will be elected for
a period ending in the first Annual General Meeting following the
Annual General Meeting, in which it was elected.
15. 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 will 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
436,516 new shares.
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 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 authorisations would be valid for one year from the
Annual General Meeting.
16. Closing of the meeting
B. Documents of the 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 www.incapcorp.com, section
Investors/AGM. The annual report of Incap Corporation, including
the company's annual accounts, the report of the Board of Directors
and the auditor's report, is available on the above-mentioned
website by 22 March 2019.
The proposals and the annual accounts 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 29 April 2019.
C. Instructions for the participants in the General
Meeting
1. The right to participate and registration
Each shareholder, who is registered on 3 April 2019 in the
shareholders' register of the company held by Euroclear Finland
Ltd., has the right to participate in the Annual 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, 8 April
2019 at 6 p.m. by giving a prior notice of participation.
Such notice can be given: a) by e-mail to
communications@incapcorp.com; b) by mail to Incap Corporation,
Mannerheimintie 113, 00280 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. The shareholder,
his/her authorised representative or proxy representative shall 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 3 April 2019 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 Monday, 8
April 2019 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,
Mannerheimintie 113, 00280 Helsinki before the last date 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.
Arriving: Address to Aitio Business Park when
arriving by car is Nauvontie 14. There is some parking space for
guests in the parking hall, and on Nauvontie it is possible to park
for 2 hours for free. Aitio Business Park can easily be reached by
HSL busses, bus stop “Ruskeasuo”.
On the date of this notice to the Annual General Meeting, the
total number of shares and votes in Incap Corporation is
4,365,168.
In Helsinki, 22 March 2019
INCAP OYJ
Board of Directors
For more information, please contact: Otto Pukk, CEO, +372 508
0798 Antti Pynnönen, CFO, +358 40 187 3494
INCAP IN BRIEF Incap Corporation is an international contract
manufacturer. 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 Hong Kong, and the
company currently employs approximately 770 people. Incap's share
is listed on the Nasdaq Helsinki Ltd. as from 1997. Additional
information: www.incapcorp.com.
DISTRIBUTION Nasdaq Helsinki Ltd. Major media
www.incapcorp.com