INCAP CORPORATION NOTICE OF ANNUAL GENERAL MEETING
Stock exchange release 14 March 2007 at 2 p.m.
Shareholders are hereby notified that the Annual General Meeting of Incap Corporation will be held on Tuesday, 3 April 2007 beginning at 2.00 p.m. in the Sokos Hotel Arina at the address Isokatu 24, 3rd floor, 90100 Oulu. Checking of the attendance lists of persons who have registered will begin at 1.30 p.m.
The following matters within the competence of the Annual General Meeting according to the Article 12 of the Articles of Association and other issues will be dealt with:
1. Presentation of financial statements and auditors’ report and confirmation of profit and loss statement and balance sheet
2. Dividend and disposal of profits
The Board of Directors proposes to the Annual General Meeting that the profit for the financial year 2006, EUR 2,805,820.03 will be transferred to retained earnings and that no dividend be distributed.
3. Discharge from liability for the Board of Directors and the President and CEO
4. Compensations and subsistence allowances for the Board of Directors and auditors
5. Appointment of members of the Board of Directors
6. Appointment of the auditor
The Board of Directors proposes that Ernst & Young Oy be re-elected as the company’s auditor, with Rauno Sipilä, APA, acting as the responsible auditor.
7. The Board of Directors’ proposal that it be authorised to decide on increasing the share capital through rights issues and/or stock options.
The authorisation includes the right to disapply shareholders’ pre-emptive subscription rights and to decide on subscription prices and other terms and conditions of subscription as well as on the terms of stock options. Shareholders’ pre-emptive rights can be disapplied providing that from the company’s standpoint there is a weighty economic reason for doing so, such as development of the company’s business operations, the financing of M&A arrangements or an arrangement related to capital funding, or personnel policy reasons. When the share capital is increased through a rights issue otherwise than on the basis of option warrants, the Board of Directors shall be entitled to decide that shares can be subscribed for through a contribution in kind, by way of offsetting rights or otherwise subject to certain conditions.
The Board of Directors proposes further that the Annual General Meeting decides to revoke the previous authorisation given at the Annual General Meeting on 11 April 2006 before the new authorisation.
Availability of documents for public examination
Financial statement documents and the Board of Directors’ proposals including annexes will be available for examination by shareholders as from 26 March 2007 at the company’s Head Office at the address Kirkkokatu 13, 4th floor, 90100 Oulu, and copies of them will be sent to shareholders upon request (tel. +358 40 580 3650/Maija Aronen). The company’s printed Annual Report for 2006 will be published during week 12 (week beginning 19 March) and it will be mailed to shareholders. The Annual Report can also be accessed on the company’s website at www.incap.fi.
Right to attend
In order to attend the Annual General Meeting, shareholders must be registered in the Shareholder Register kept by Finnish Central Securities Depository Ltd no later than by 23 March 2007. The nominee-registered shareholders can be entered into the shareholder list temporarily for the attendance in the Annual General Meeting.
Shareholders wishing to attend the Annual General Meeting and exercise their voting rights must register with the company no later than on Tuesday, 27 March 2007 by 4.00 p.m. by email to firstname.lastname@example.org, by letter to the address Incap Corporation, Valuraudankuja 6, 00700 Helsinki, or by phone on +358 400 437 263 or by fax to the number +358 10 612 5680.
Registration notices must reach the company before the close of the registration period. It is requested that any proxies be delivered to the above-mentioned address by 27 March at the latest.
Board of Directors
President and CEO
For additional information, please contact:
Anne Sointu, Chief Financial Officer, tel. +358 40 347 2059
Hannele Pöllä, Director, Communications and Investor Relations, tel. +358 40 504 8296
Helsinki Stock Exchange