Decisions of Incap Corporation's Annual General Meeting and the Board
Stock Exchange Release, 14 April 2010 at 8.30 a.m.
DECISIONS OF INCAP CORPORATION'S ANNUAL GENERAL MEETING AND THE BOARD
The Annual General Meeting of Incap Corporation was held on Tuesday, 13 April 2010 in Helsinki. A total of 17 shareholders participated in the meeting, representing a total of 60.1% of all shares and votes.
Adoption of the annual accounts, resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Annual General Meeting adopted the annual accounts for the financial year ending at 31 December 2009. The Annual General Meeting decided in accordance with the proposal of the Board of Directors that no dividend be distributed and that the loss for the financial year, a total of EUR 3,825,364.79, be transferred to retained earnings. The Annual General Meeting discharged the members of the Board of Directors and the President and CEO from liability.
The remuneration of the members of the Board of Directors and the auditor
The Annual General Meeting decided that the fees paid for the members of the Board of Directors stay the same than in 2009 and the annual fee to be paid for Chairman of the Board is EUR 48,000, for the Vice-Chairman of the Board EUR 36,000 and for the Board members EUR 24,000. Moreover, EUR 200 will be paid for each meeting for those who have been present. There will be no fee paid for conference calls. Eventual travel expenses are compensated according to the travel regulations of the company.
The auditor is paid against an invoice.
Members of the Board of Directors and the auditor
The Annual General Meeting decided that the number of members of the Board of Directors shall be five (5). Of the previous members of the Board of Directors, Kari Häyrinen, Kalevi Laurila, Susanna Miekk-oja and Lassi Noponen were re-elected to the Board of Directors and Raimo Helasmäki was elected as a new Director. The firm of independent accountants Ernst & Young Oy was re-elected as the company's auditor.
Amendment to the Articles of Association
The Annual General Meeting amended the company's Articles of Association to comply with the Corporate Governance Code so that the notice of a General Meeting shall be delivered a minimum of 21 days before the date of the General meeting instead of 17 days as stated in the previous Articles of Association. After the amendment, the Article 9 Notice of a General Meeting of shareholders reads as follows: "The notice of a General Meeting of shareholders shall be published in a newspaper with national distribution specified by the Board or on the company's website. The notice must be delivered a maximum of two (2) months and a minimum of twenty-one (21) days before the date of the General Meeting of shareholders."
A directed share issue
The Annual General Meeting decided in accordance with the proposal of the Board of Directors that the company's share capital will be increased by issuing a maximum of 2,000,000 new shares, waiving the shareholders' pre-emptive rights, by offering subscription right to the Board of Directors, the President and CEO and the members of the management team as well as to those of existing shareholders, who hold at least 100,000 shares on 13 April 2010 when the subscription period begins.
The Board of Directors, the President and CEO and the members of the management team are altogether entitled to subscribe for 300,000 new shares. They shall use their subscription right by 20 April 2010 at the latest, after which the unsubscribed shares can be subscribed by others.
The subscription price in the share issue is EUR 0.64, which is the volume-weighted average trading price of the company's share at the Helsinki Exchanges in March 2010.
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 Annual General Meeting authorised the Board of Directors to decide, within one year of the Annual General Meeting and by the next Annual General Meeting at the latest, on increasing the share capital through one or more rights issues so that the total number of new shares to be subscribed for on the basis of the authorisation is a maximum of 1,500,000 shares.
The authorisation includes the right to deviate from shareholders' pre-emptive subscription rights and to decide on subscription prices and other terms and conditions of subscription. Shareholders' pre-emptive rights can be deviated providing that, from the company's standpoint, there is a weighty economic reason for doing so, such as the development of the company's business operations, the financing of M&A arrangements, an arrangement related to capital funding or personnel policy reasons. The Board of Directors shall have the right to decide that shares can be subscribed for through a contribution in kind, by way of offsetting rights or otherwise subject to certain conditions.
First meeting of the new Board
The new Board of Directors held a meeting after the Annual General Meeting and elected Kalevi Laurila as the Chairman of the Board and Susanna Miekk-oja as the Vice-Chairman of the Board.
The minutes of the Annual General Meeting are available at the company's website as from 27 April 2010.
President and CEO
Sami Mykkänen, President and CEO, Tel. +358 40 559 9047
Eeva Vaajoensuu, CFO, Tel. +358 40 763 6570
Hannele Pöllä, Director, Communications and HR, Tel. +358 40 504 8296
NASDAQ OMX Helsinki Ltd
INCAP IN BRIEF
Incap Corporation is an internationally operating contract manufacturer whose comprehensive services cover the entire life-cycle of electromechanical products from design and manufacture to maintenance services. Incap's customers include leading equipment suppliers in energy efficiency and well-being technologies, for which the company produces competitiveness as a strategic partner. Incap has operations in Finland, Estonia and India. The Group's revenue in 2009 amounted to EUR 70 million and the company currently employs approximately 780 people. Incap's share is listed on the NASDAQ OMX Helsinki. Additional information: www.incap.fi.