Incap Corporation Stock Exchange Release 6 April 2021 at 7.45 p.m. (EEST)
INCAP’S NOTICE TO CONVENE ANNUAL GENERAL MEETING
Notice is given to the shareholders of
Based on the Finnish temporary legislative act, which entered into force on
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
The Chairman is
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
The person to scrutinize the minutes and to verify the counting of votes will be Antti Pynnönen, the CFO. In case Antti Pynnönen would not be able to act as the person to scrutinize the minutes and to verify the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
The shareholders who have voted in advance within the advance voting period and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Companies Act will be recorded to have been represented at the meeting. The list of votes will be adopted according to the information provided by
6. Presentation of the Annual Accounts, the Report of the Board of Directors and the Auditor's Report for the year 2020
As the Annual General Meeting can only be attended in advance, the Annual Report published by the company on
7. Adoption of the Annual Accounts
The Board of Directors proposes that the Annual General Meeting approve the Annual Accounts and the Consolidated Annual Accounts. On
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes to the Annual General Meeting that no dividend will be paid from the profits of the financial year 2020 and that the profit 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. Handling of the Remuneration Report for Governing Bodies
As participation in the Annual General Meeting is possible only in advance, the Remuneration Report 2020, which was published in connection with the Annual Report on
11. Resolution on the remuneration of the members of the Board of Directors
Shareholders who represent more than 30 per cent 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
12. Resolution on the number of members of the Board of Directors
Shareholders who represent more than 30 per cent of the shares and votes propose to the Annual General Meeting that the number of members of the Board of Directors shall be four (4).
13. Election of members of the Board of Directors
Shareholders who represent more than 30 per cent of the shares and votes propose to the Annual General Meeting that the present members of the Board
All of the proposed members are independent of the Company’s major shareholders.
Information regarding the Board members is available on the Company’s website https://incapcorp.com/board-of-directors/.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes that the Auditor is paid against a reasonable invoice.
15. Election of Auditor
The Board of Directors proposes that the firm of independent accountants
16. 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 584,932 new shares which represent approximately 10 per cent of the current number of 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, either against payment or without payment, 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 authorisation would be valid for one year from the Annual General Meeting.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The above-mentioned proposals relating to the agenda of the Annual General Meeting as well as this notice are available on
The minutes of the meeting will be available on the above-mentioned website as from
C. Instructions for the participants in the Annual General Meeting
To prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be organised so that the shareholders and their proxies will not be present at the meeting venue. Shareholders and their proxies will also not be able to participate in the Annual General Meeting through real-time telecommunications. Shareholders and their proxies can participate in the Annual General Meeting and use their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance in the manner instructed below.
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date of the Annual General Meeting,
2. Registration and advance voting
Registration for the Annual General Meeting and advance voting will begin on
When registering, requested information such as the name, personal identification number/business ID, address and telephone number of the shareholder. The personal data given by the shareholder to
Shareholders with a Finnish book-entry account may register and vote in advance for certain items on the agenda of the Annual General Meeting between
a) through the Company’s website https://incapcorp.com/annual-general-meeting/
Electronic advance voting requires the shareholder's personal or business ID and, in the case of institutional shareholders, the value of the cooperative account number. When a personal owner logs in to
b) by mail or by email
A shareholder may submit the advance voting form or similar information available on the Company's website to
Voting instructions are available on the Company’s website at https://incapcorp.com/annual-general-meeting/.
3. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank.
The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.
Further information on these matters can also be found on the Company’s website www.incapcorp.com.
4. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy authorized by a shareholder may also participate in the Annual General Meeting only by voting on behalf of the shareholder in advance as described in this invitation.
The shareholder's representative must present a dated power of attorney, or he/she must otherwise prove in a reliable manner that he/she is entitled to represent the shareholder. If a shareholder participates in the Annual General Meeting through several proxies who represent the shareholder with shares in cooperative accounts of different values, the shares on the basis of which each proxy represents the shareholder must be stated in connection with the registration.
The template for the proxy and voting instructions will be available on the Company's website at https://incapcorp.com/annual-general-meeting/ no later than 14 April, 2021after the deadline for submission of counterproposals for voting has expired. Any proxies are requested to be submitted by post to
Submission of a power of attorney and voting instructions to the Company before the end of the registration period is considered to be registration for the Annual General Meeting, if it appears in section C.2 above the information required for registration.
5. Other instructions and information
Shareholders holding at least one hundredth of all the company's shares have the right to make a counterproposal to the voting proposals on the agenda of the Annual General Meeting. Such counterproposals must be submitted to the Company by email to communications@incapcorp.com no later than
A shareholder may submit questions referred to in Chapter 5, Section 25 of the Companies Act on matters to be discussed at the meeting until
On the date of this notice to the Annual General Meeting, the total number of shares and votes in
In
Board of Directors
Further information:
Antti Pynnönen, CFO, +358 40 187 3494
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