Incap - Notice to general meeting

Incap Corporation: Notice to convene Annual General Meeting

Incap Corporation
Notice to Annual General Meeting   21 March 2017 at 8.15 a.m. (EET)


NOTICE TO CONVENE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Incap Corporation to the Annual General
Meeting to be held on Tuesday, 18 April 2017 at 3 p.m. at BANK Wall Street at
the address Unioninkatu 20, 00130 Helsinki. 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

At the General Meeting, the following matters will be considered:

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 2016
- Review by the President and CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividends
The parent company's profit for the financial period totalled EUR 464,201.93.
The Board proposes to the Annual General Meeting that no dividend be paid and
the result 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. Resolution on the remuneration of the members of the Board of Directors
Shareholders who represent more than 30% of the shares and votes propose to the
Annual General Meeting that the fees paid for the members of the Board of
Directors shall be the same as in 2016 as follows: the annual fee to be paid for
Chairman of the Board is EUR 15,000 and for the Board members EUR 10,000 and it
shall be paid in month-by-month. There shall be no separate fee for each
meeting. Eventual travel expenses shall be compensated according to the travel
regulations of the company.

11. Resolution on the number of members of the Board of Directors
Shareholders who represent more than 30% 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).

12. Election of members of the Board of Directors
Shareholders who represent more than 30% of the shares and votes have informed
the Board of Directors that they will give their proposal to the members of the
Board prior to the Annual General Meeting.

13. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor is paid against a reasonable
invoice.

14. Election of auditor
The Board of Directors proposes that the firm of independent accountants Ernst &
Young Oy be re-elected as the company's auditor. The auditing firm has informed
that the principal auditor would be Bengt Nyholm, Authorised Public Accountant.
The auditor will be elected for a period ending in the first Annual General
Meeting following the Annual General Meeting, in which it was elected.

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 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
436,516 new 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 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/Investors. 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 on 21 March 2017.

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 2 May 2017.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration
Each shareholder, who is registered on 4 April 2017 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal book-entry account in Finland, is registered in
the shareholders' register of the company.

A shareholder, who wants to participate in the General Meeting, shall register
for the meeting no later than on Tuesday, 11 April 2017 at 4 p.m. by giving a
prior notice of participation.

Such notice can be given:
a) by e-mail (communications@incap.eu);
b) by telephone +358 40 504 8296/Pöllä; or
c) by mail to Incap Corporation, Mannerheimintie 113, 00280 HELSINKI.

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,
where necessary, 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 has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting would be entitled to be registered in the
shareholders' register of the company held by Euroclear Finland Ltd. The right
to participate in the General Meeting requires, in addition, that the
shareholder on the basis of such shares has been registered into the temporary
shareholders' register held by Euroclear Finland Ltd. by Tuesday, 11 April 2017
by 10 a.m. at the latest. As to the nominee registered shares, this constitutes
a due registration for the General Meeting.

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
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. Eventual
proxy documents should be delivered in originals to Incap Corporation,
Mannerheimintie 113, 00280 Helsinki before the last date for registration.

4. Other instructions and information
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 to the Annual General Meeting, the total number of
shares and votes in Incap Corporation is 4,365,168.

In Helsinki, 20 March 2017

INCAP CORPORATION
Board of Directors

Further information:
Ville Vuori, President and CEO, tel. +358 400 369 438

DISTRIBUTION
Nasdaq Helsinki Ltd.
Principal media
www.incapcorp.com


INCAP IN BRIEF
Incap Corporation is an international contract manufacturer. Incap's customers
are leading suppliers of high-technology equipment in their own business
segments, and Incap increases their competitiveness as a strategic partner.
Incap has operations in Finland, Estonia, India and China, and the company
currently employs approximately 520 people. Incap's share is listed on the
Nasdaq Helsinki Ltd. as from 1997. Additional information: www.incapcorp.com.

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