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2019-03-22 14:55:00 CET 2019-03-22 14:55:02 CET REGULATED INFORMATION Incap - Notice to general meetingIncap Corporation: Correction to the Incap's Notice to Convene Annual General MeetingIncap Corporation CORRECTION TO THE INCAP'S NOTICE TO CONVENE ANNUAL GENERAL MEETING In the stock exchange release on the annual general meeting published by Incap Oyj today, a wrong date was given regarding the holders of nominee registered shares. The correct date when the shareholder has to be registered into the temporary shareholders' register held by Euroclear Finland Ltd. is Wednesday, 10 April 2019 by 10 a.m. at the latest. Corrected release: 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
7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends 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 11. Resolution on the number of members of the Board of Directors 12. Election of members of 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 14. Election of auditor 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 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 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: 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 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 4. Other instructions and information 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: INCAP IN BRIEF DISTRIBUTION
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