INCAP OYJ STOCK EXCHANGE RELEASE 14 March 2007 at 2 p.m.
INCAP CORPORATION NOTICE OF ANNUAL GENERAL MEETING
Shareholders are hereby notified that the Annual General Meeting of Incap
Corporation will be held on Tuesday, 3 April 2007 beginning at 2.00 p.m. in the
Sokos Hotel Arina at the address Isokatu 24, 3rd floor, 90100 Oulu. Checking of
the attendance lists of persons who have registered will begin at 1.30 p.m.
The following matters within the competence of the Annual General Meeting
according to the Article 12 of the Articles of Association and other issues will
be dealt with:
1. Presentation of financial statements and auditors' report and confirmation of
profit and loss statement and balance sheet
2. Dividend and disposal of profits
The Board of Directors proposes to the Annual General Meeting that the profit
for the financial year 2006, EUR 2,805,820.03 will be transferred to retained
earnings and that no dividend be distributed.
3. Discharge from liability for the Board of Directors and the President and CEO
4. Compensations and subsistence allowances for the Board of Directors and
auditors
5. Appointment of members of the Board of Directors
6. Appointment of the auditor
The Board of Directors proposes that Ernst & Young Oy be re-elected as the
company's auditor, with Rauno Sipilä, APA, acting as the responsible auditor.
7. The Board of Directors' proposal that it be authorised to decide on
increasing the share capital through rights issues and/or stock options.
The Board of Directors proposes that it be authorised for one year from the
Annual General Meeting to decide on increasing the share capital through one or
more rights issues and/or stock options so that the total number of shares to be
subscribed on the basis of the authorisation is a maximum of 2,500,000 shares.
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
development of the company's business operations, the financing of M&A
arrangements or 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 be entitled
to decide that shares can be subscribed for through a contribution in kind, by
way of offsetting rights or otherwise subject to certain conditions.
The Board of Directors proposes further that the Annual General Meeting decides
to revoke the previous authorisation given at the Annual General Meeting on 11
April 2006 before the new authorisation.
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 26 March 2007
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 2006 will be
published during week 12 (week beginning 19 March) and it will be mailed to
shareholders. The Annual Report can also be accessed on the company's website at
www.incap.fi.
Right to attend
In order to attend the Annual General Meeting, shareholders must be registered
in the Shareholder Register kept by Finnish Central Securities Depository Ltd no
later than by 23 March 2007. The nominee-registered shareholders can be entered
into the shareholder list temporarily for the attendance in the Annual General
Meeting.
Registration
Shareholders wishing to attend the Annual General Meeting and exercise their
voting rights must register with the company no later than on Tuesday, 27 March
2007 by 4.00 p.m. by email to joanna.viileinen@incap.fi, by letter to the
address Incap Corporation, Valuraudankuja 6, 00700 Helsinki, or by phone on +358
400 437 263 or by fax to 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 27 March at the latest.
INCAP CORPORATION
Board of Directors
Juhani Hanninen
President and CEO
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
DISTRIBUTION
Helsinki Stock Exchange
Principal media