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2016-03-11

Incap Corporation: Notice to Annual General Meeting

Incap Corporation

Stock Exchange Release 11 March 2016 at 8.00 a.m. (EET)

NOTICE TO ANNUAL GENERAL MEETING

Notice is given to the shareholders of Incap Corporation to the Annual General
Meeting to be held on Wednesday, 6 April 2016 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 2015

- 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 loss for the financial period totalled EUR 772,720.93.
The Board proposes to the Annual General Meeting that no dividend be paid and
the loss 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 40% 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 2015 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 40% of the shares and votes propose to
the Annual General Meeting that the number of members of the Board of
Directors shall be five (5).

12. Election of members of the Board of Directors

Shareholders who represent more than 40% of the shares and votes propose to
the Annual General Meeting that the present members of the Board of Directors
Fredrik Berghel, Olle Hulteberg, Susanna Miekk-oja, Rainer Toiminen and
Carl-Gustaf von Troil shall be re-elected to the Board of Directors. The
persons have given their consent to the election. The members of the Board of
Directors will be elected for a period ending in the first Annual General
Meeting following the Annual General Meeting, in which they were elected.

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. Reducing the quantity of company's shares by way of issuing new company
shares and by the redemption of company's own shares

The Board of Directors of Incap Corporation proposes to the General Meeting
that the General Meeting resolves on the reduction of the quantity of
company's shares without reducing share capital by way of issuing new shares
and by redemption of company's own shares, in such a way that each current 50
shares of the company shall correspond to one share of the company after the
arrangements related to the reduction of the quantity of company's shares are
completed. Prior to the reduction of the quantity of company's shares, the
total number of shares in the company is 218,228,070.

The purpose of the reduction of the quantity of company's shares is to
increase the value of a single share and thus to improve the trade conditions
of the shares and the reliability of the price formation of the shares. Thus,
the Board of Directors considers that there is a particularly weighty
financial reason for the company to reduce the quantity of company's shares.
This arrangement shall not affect the equity of the company.

It is proposed that the reduction of the quantity of company's shares shall be
carried out so that the company shall, on 8 April 2016 (hereinafter the
"Transaction Day"), issue new company shares to each shareholder of the
company free of charge so that the number of all shares per book-entry
accounts owned by the shareholders of the company are divisible by the number
50. The maximum quantity of company's own shares transferred by the company
shall be 49 shares multiplied by the number of such book-entry accounts on
the Transaction Day, on which the company's shares are held, and which are
owned by the shareholders of the company.

The number of company's shareholders as per 29 February 2016 was 2,993.
Therefore, it is proposed that the maximum amount of new shares issued by the
company in the share issue is 150,000 new shares of the company. The Board of
Directors of the company is entitled to resolve on all other matters related
to the issuance of shares free of charge.

On the Transaction Day, at the same time with the aforementioned issue of
company's new shares, the company shall redeem free of charge a number of
shares from each shareholder of the company. The number of shares to be
redeemed by the company will be determined according to the redemption ratio
of 50/1. In other words, for every 50 shares of the company 49 company shares
shall be redeemed. The Board of Directors of the company shall be entitled to
resolve on all other matters related to the redemptions of shares.

The company's shares, which are redeemed in connection with the reduction of
the quantity of company's shares, shall be annulled immediately following the
redemption by a resolution of the Board of Directors of the company. The
reduction of the quantity of company's shares shall be carried out in the
book-entry system after the end of trading day on Nasdaq Helsinki on 8 April
2016 i.e. on the Transaction Day. The annulment of the shares and the
company's new total number of shares are entered in the trade register
approximately on 11 April 2016. Trading with the company's new total number
of shares on Nasdaq Helsinki will begin approximately on 11 April 2016. If
necessary, the trading with the company's share on Nasdaq Helsinki shall be
temporarily interrupted in order to perform necessary technical measures in
the trading facility after the Transaction Day.

The arrangement, if it is realized, will not require the shareholders to take
any action. No part of the arrangement shall be carried out unless all the
other parts of the arrangement are carried out as well.

The company's largest shareholders who represent approximately 62.4% of all
the shares and votes of the company have announced to the Board of Directors
that they support the proposal.

16. Reduction of share capital to cover losses and to transfer funds to
unrestricted equity reserves

The Board of Directors proposes to the Annual General Meeting that the share
capital of the company be reduced from the present EUR 20,486,769.50 by EUR
19,486,769.50 to cover the losses and to transfer funds to unrestricted
equity reserves as follows:

The Board of Directors proposes to the Annual General Meeting that the losses
accumulated before and on the financial period ending on 31 December 2015 be
covered by decreasing the unrestricted equity reserve by EUR 16,804,218.62,
by decreasing the share premium account by EUR 44,316.59 and by decreasing
the share capital by EUR 11,118,952.29.

After covering the losses the remaining share capital would further be
decreased by EUR 8,367,817.21 by transferring the funds to the unrestricted
equity reserve.

After these measures the new share capital of the company would be EUR
1,000,000 and the unrestricted equity reserve would be EUR 8,367,817.21. The
parent company's equity would accordingly exceed the level set in the
Companies Act, chapter 20, section 23.

On 31 December 2015 the unrestricted equity stood at EUR 16,804,218.62 and the
share premium account EUR 44,316.59 and accumulated losses at EUR
27,194,766.57. The equity of the company on 31 December 2015 stood at EUR
9,367,817.21 and was approximately 45.7% of share capital.

Covering the losses as proposed by the Board of Directors would clarify the
parent company's balance sheet structure and improve the ratio between the
company's equity and share capital.

The arrangement shall be implemented in accordance with the creditor
protection procedure as regulated in the Companies Act, chapter 14, sections
3-5. Furthermore, distributions to shareholders during the three years
following the registration of the reduction of share capital are restricted.

The company's largest shareholders who represent approximately 62.4% of all
the shares and the votes in the company have announced to the Board of
Directors that they support the proposal.

17. 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
21,820,000 new shares (with the present number of the company's shares being
218,228,070) or 440,000 new shares (with the reduced quantity of shares as
described in item 15 of the agenda for General Meeting being approximately
4,400,000).

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.

18. 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 14
March 2016.

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 20 April 201...

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