Notice convening the Extraordinary General Meeting of Incap Corporation

Incap Corporation                         Stock Exchange Release             1 October 2020 at 12.45 (eest)

NOTICE CONVENING THE EXTRAORDINARY GENERAL MEETING OF Incap CORPORATION

The shareholders of Incap Corporation are hereby invited to the Extraordinary General Meeting to be held at Incap Corporation, Bulevardi 21 (entrance: Albertinkatu 25), 00180 Helsinki on Friday 23 October 2020 at 3:00 p.m. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2:30 p.m.

In order to limit the spread of the COVID-19 epidemic Incap Corporation urges shareholders to avoid attending the General Meeting personally at the meeting venue. Instead of personal participation, shareholders are recommended to follow the meeting via video stream (more detailed instructions can be found below under section C. Instructions for the participants in the General Meeting).

Shareholders following the meeting remotely are not considered to attend the General Meeting and cannot ask questions or vote remotely. To ensure that resolutions can be made at the annual general meeting the company has received confirmation from some of the largest shareholders that they support the Board’s proposals in the meeting.

The meeting shall be kept as short as possible and no refreshments will be served in connection with the meeting. The participation of the members of the Board of Directors and the members of the Management Team in the General Meeting will be limited to the minimum.

Incap Corporation carefully observes the restrictions and recommendations issued by the Finnish authorities and urges participants to take into account the recommendations of the authorities concerning, for instance, the use of face masks. The General Meeting can be held only if the requirements set by the authorities can be fulfilled. Incap Corporation will update its instructions regarding the General Meeting if necessary.

1.  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 the persons to scrutinise the minutes and to verify the counting of the votes
4.  Recording the legality of the meeting
5.  Recording the attendance at the meeting and adoption of the list of votes
6.  Authorisation for the Board of Directors to decide on a share issue

The Board of Directors proposes that the General Meeting authorise it to decide on a share issue in accordance with the pre-emption rights of shareholders as follows:

Under the authorisation, a maximum of 4,365,168 new shares can be issued. The shares are offered to the company’s shareholders for subscription in proportion to their shareholding on the record date of the share issue. The Board of Directors is entitled to decide on the offering of shares that potentially remain unsubscribed for pursuant to the shareholders primary subscription right for subscription to shareholders or other parties. The Board of Directors is authorised to resolve on all other terms and conditions of the share issue.

The authorisation is valid until 31 December 2020.

The authorisation does not revoke any prior authorisations granted to the Board of Directors to decide on the issuance of shares or special rights entitling to shares.

7.  Closing of the meeting

2.  Documents of the General Meeting

This notice, which contains all the proposals on the agenda of the General Meeting, is available on the company’s website at www.incapcorp.com. Other documents referred to in chapter 5, section 21 of the Limited Liability Companies Act will also be available on the company’s website. This notice and the other documents mentioned above will also be available at the General Meeting, and copies will be delivered to shareholders upon request. The minutes of the meeting will be available on the website mentioned above as of 6 November 2020 at the latest. 

3.  Instructions for the participants in the General Meeting

1.  Shareholder registered in the shareholders’ register

Each shareholder who is registered on 13 October 2020 in the shareholders’ register of the company held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the company.

A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting, has to register for the meeting no later than on 20 October 2020 at 10:00 a.m. by giving a prior notice of participation. The notice has to be received by the company before the end of the registration period. Such notice can be given:

1.  By e-mail to communications@incapcorp.com; or
2.  by mail to Incap Corporation/AGM, Bulevardi 21, 00180 Helsinki.

In connection with the registration, a shareholder must state his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant, proxy representative or statutory representative and the personal identification number of the proxy representative or statutory representative. The personal data given to the company by shareholders 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 must, if necessary, be able to prove his/her identity and/or right of representation at the General 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 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy on the General Meeting record date 13 October 2020. The right to participate in the General Meeting also requires that the shareholder has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy on the basis of such shares at the latest by 20 October 2020 at 10:00 a.m. As regards nominee registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date affect neither the right to participate in the General Meeting nor the shareholders’ number of votes.

Holders of nominee registered shares are advised to request without delay the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents and participation in the General Meeting from his/her custodian bank. The account management organisation of the custodian bank has to temporarily register a holder of nominee registered shares who wants to participate in the General Meeting into the shareholders’ register of the company at the latest by the time stated above.

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. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be delivered by email to communications@incapcorp.com before the last date for registration.

4.  Other instructions

The company will arrange an opportunity for shareholders who have registered for the meeting according to this notice to follow the meeting online via a webcast. Detailed instructions on following the webcast will be available on the company’s website https://incapcorp.com/governance/ as of 9 October 2020 at the latest. Shareholders are asked to take into account that following the meeting via webcast is not considered official participation in the General Meeting and that it does not enable shareholders to exercise their rights in the General Meeting.

It is possible for shareholders who have registered for the meeting to pose questions to the company in advance on matters to be considered at the meeting until 10:00 a.m. on 20 October 2020 by sending an e-mail to communications@incapcorp.com. The company may consider the questions received when preparing presentations for the General Meeting and aims at responding to them at the meeting to the extent possible.

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 convening the General Meeting, 1 October 2020, the total number of shares and votes in Incap Corporation is 4,365,168.

Helsinki, 1 October 2020

INCAP CORPORATION

Board of Directors

For additional information, please contact:

Otto Pukk, President and CEO, tel. +372 508 0798 

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 1,300 people. Incap’s share has been listed on Nasdaq Helsinki Ltd stock exchange since 1997.