THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if you are resident outside of the United Kingdom, from another appropriately qualified independent financial adviser.If you have sold or otherwise transferred all of your ordinary shares in incadea plc, please send this document together with the accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.


incadea plc(Incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 109390)


NOTICE OF ANNUAL GENERAL MEETING AND SCRIP DIVIDEND ALTERNATIVE
Notice of the Annual General Meeting of incadea plc to be held at 09.30 a.m. on Wednesday, 19 June 2013 at K&L Gates LLP, One New Change, London, EC4N 9AF, at which (inter alia) authority will be sought for the directors of the Company to offer shareholders the right to elect to receive new shares in incadea plc instead of a cash dividend for 2012, is set out on pages 16 to 20 of this document.Subject to shareholder approval at the Annual General Meeting, it is expected that the reference share price in respect of the proposed scrip dividend alternative for the final dividend for 2012 will be announced on 7 August 2013 and the final date for elections to be effective in respect of the final dividend for 2012 will be 12 August 2013. A Form of Election relating to the Scrip Dividend Alternative is enclosed. To be valid, the Form of Election must be completed and returned in accordance with the instructions printed thereon to Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible but in any event so as to be received by them not later than 9.30 a.m. on 12 August 2013.


A form of proxy for use at the Annual General Meeting is enclosed. To be valid, the form of proxy must be completed and returned in accordance with the instructions printed thereon to Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible but in any event so as to be received by them not later than 9.30 a.m. on 17 June 2013.


Contents:Part 1 Letter to Shareholders

Part 2 Scrip Dividend Alternative - Terms and Conditions

Part 3 Scrip Dividend Alternative - UK Taxation

Part 4 Director Biographies

Part 5 Definitions

Notice of Annual General Meeting


Timetable for the scrip dividend alternative in respect of the dividend for 2012:
Announcement of dividend
30 April 2013
Ordinary shares quoted ex dividend
31 July 2013
Annual General Meeting
19 June 2013
Dividend Record Date
2 August 2013
Period for determining scrip reference share price
31 July to 6 August 2013
Scrip reference share price announcement date
7 August 2013
Final date for receipt of Forms of Election and CREST Dividend Election
Input Messages
12 August 2013
Posting of dividend cheques and share certificates
22 August 2013
Dividend payment date
23 August 2013
Expected date of admission of new shares to trading on AIM
23 August 2013

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