NOTICE OF THE ANNUAL GENERAL MEETING OF INCAP CORPORATION
INCAP CORPORATION Stock Exchange Release 4 March 2008, 2.00 p.m.
The shareholders of Incap Corporation are invited to the company’s Annual General Meeting, which will be held on 10 April 2008, beginning at 2.00 p.m., in the meeting room of Sokos Hotel Arina at the address Isokatu 24, 3rd floor, 90100 Oulu. The checking of the attendance lists of persons who have registered will begin at 1.30 p.m.
The Annual General Meeting’s agenda:
1. The matters within the competence of the Annual General Meeting as specified in Article 12 of the Articles of Association
Disposal of profits:
The Board of Directors will propose to the Annual General Meeting that no dividend be distributed for 2007 and that the loss for the financial year, a total of EUR 717,875.93, be transferred to retained earnings.
Election of the auditor:
The Board of Directors will propose that the firm of independent accountants Ernst & Young Oy be re-elected as the company’s auditor.
2. Amendments to the Articles of Association
The Board of Directors will propose to the Annual General Meeting that the company’s present Articles of Association be amended, in accordance with the provisions of the new Companies Act, as follows:
Article 1 Company name:
The name of the company shall be Incap Oyj in Finnish, Incap Abp in Swedish and Incap Corporation in English.
Article 2 Domicile:
The company’s domicile shall be Helsinki, Finland.
Article 3 Line of business:
The Company’s line of business shall be the product development, design, manufacturing and maintenance of part components and box-build products for technology industry, as well as the sale and marketing and import and export of materials and services related to them. The Company may provide various administrative services for its Group companies and associated companies. The Company may own and control shares and properties and engage in investment activities.
Article 4 Book-entry system:
The Company’s shares shall be incorporated in a book-entry system.
Article 5 Board of Directors:
The Company shall have a Board of Directors with a minimum of four (4) and a maximum of seven (7) members. The Board of Directors elects amongst its number a Chairman. The term of office for the Board of Directors shall expire at the close of the next Annual General Meeting to take place after its election.
Article 6 President and CEO:
The Company shall have a President and CEO who is appointed by the Board of Directors.
Article 7 Auditors:
The Company shall have one auditor which is an auditing corporation approved by the Central Chamber of Commerce.
Article 8 Representation of the Company:
The name of the company can be signed by the Chairman of the Board and the President and CEO, both on their own, or by two members of the Board together, or by two such persons together, whom the Board has given authorisation to sign the name of the company or one such person together with a member of the Board.
Article 9 Notice of a General Meeting of shareholders:
The notice of a General Meeting of shareholders shall be published in a newspaper with national distribution specified by the Board or on the company’s website.
The notice must be delivered a maximum of two (2) months and a minimum of seventeen (17) days before the date of the General Meeting of shareholders.
Article 10 Participation in the General Meetings of shareholders:
A shareholder intending to attend a General Meeting of shareholders must register with the company in the manner and by the deadline specified in the notice of the meeting.
Article 11 Annual General Meeting:
An Annual General Meeting must be arranged every year on a date indicated by the Board of Directors within six months after the end of the accounting period.
Matters to be presented at the Annual General Meeting
– the financial statements and the report of the Board of Directors
– the auditor’s report
Matters to be decided at the Annual General Meeting
– adoption of the financial statements,
– disposal of the profits recorded in the balance sheet,
– discharge of liability for the members of the Board of Directors and the President and CEO,
– the number of members on the Board of Directors,
– the fees and reimbursements of expenses to be paid to the Board members and the auditors and
– any other issues on the agenda specified in the notice of the Annual General Meeting.
The Annual General Meeting shall elect
– the members of the Board of Directors and
– the company’s auditor.
3. The Board of Directors’ proposal for authorising it to decide on increasing the share capital with a rights issue and/or on granting stock options
The Board of Directors will propose to the Annual General Meeting that it authorise the Board of Directors to decide, within one year of the Annual General Meeting, on increasing the share capital through one or more rights issues and on granting stock options so that the total number of new shares to be subscribed for on the basis of the authorisation is a maximum of 4,000,000 shares, from which a maximum of 600,000 shares can be used in 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 the development of the company’s business operations, the financing of M&A arrangements, 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 have the right to decide that shares can be subscribed for through a contribution in kind, by way of offsetting rights or otherwise subject to certain conditions.
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 1 April 2008 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 2007 will be published during week 13 (week commencing on 24 March) and it will be mailed to shareholders on request. The Annual Report can also be viewed on the company’s website and ordered via it at www.incap.fi.
Right to attend
In order to attend the Annual General Meeting, shareholders must be registered by 31 March 2008 in the company’s Shareholder Register, which is kept by Finnish Central Securities Depository Ltd. The company’s shareholder list and the Annual General Meeting’s temporary shareholder register will be available for examination at the customer services desk of the Finnish Central Securities Depository Ltd, at the address Urho Kekkosen katu 5 C, 8th floor, Helsinki.
Shareholders wishing to attend the Annual General Meeting and exercise their voting rights must register with the company no later than 4.00 p.m. on Thursday, 3 April 2008, by sending an e-mail to email@example.com, posting a letter to the address Incap Corporation, Valuraudankuja 6, 00700 Helsinki, calling the number +358 40 509 4757, or by faxing 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 31 March 2008 at the latest.
Board of Directors
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
OMX Nordic Exchange Helsinki
INCAP IN BRIEF
Incap Corporation is a fast-growing electronics contract manufacturer whose comprehensive service covers the entire product life cycle from design and manufacture to repair and maintenance services. The company’s main customers are leading equipment suppliers in telecommunications, electrical power technology, the automation and process industries as well as measurement technology, safety electronics and health care. The Incap Group’s revenue in 2007 amounted to approx. EUR 83 million and the company currently employs approx. 810 persons. Incap’s share is listed on the OMX Nordic Exchange Helsinki. For additional information, please visit www.incap.fi