Decisions of Incap Corporation's Annual General Meeting in 2014 and the Board of Directors
Stock Exchange Release 10th April 2014 at 7 p.m.
DECISIONS OF INCAP CORPORATION'S ANNUAL GENERAL MEETING IN 2014 AND THE BOARD OF DIRECTORS
The Annual General Meeting of Incap Corporation was held on Thursday, 10 April 2014 in Helsinki. A total of 21 shareholders participated in the meeting, representing a total of 60,99 % 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 2013. The Annual General Meeting decided in accordance with the proposal of the Board of Directors that no dividend will be distributed and that the loss for the financial year, a total of EUR 6,979,595.95, will be recognised in equity. The Annual General Meeting discharged the members of the Board of Directors and the President and CEO from liability.
Changes to the Articles of the Association
It was recorded that the paragraph of Articles of Association regarding the number of the Board members shall be changed as follows:
"Article 5 Board of Directors:
The Company shall have a Board of Directors with a minimum of three (3) and a maximum of seven (7) members. The Board of Directors elects amongst its number a Chairman. The term of office for the Board of Directors shall expire at the close of the next Annual General Meeting to take place after its election."
The remuneration of the members of the Board of Directors and the auditor
The Annual General Meeting decided that the fees for the members of the Board of Directors will be as follows: the annual fee to be paid for Chairman of the Board is EUR 25,000 and for the Board members EUR 17,500. Moreover, EUR 200 will be paid for each meeting for those who have been present. Eventual travel expenses are compensated according to the travel regulations of the company. The auditor is paid against an invoice.
The resolution on the number of members of the Board of Directors
Shareholders who represented over 40 % of the shares and votes changed their proposal regarding the number of members of the Board of Directors and proposed that the five (5) members would be elected to the Board of Directors. The amended proposal was supported by shareholders who represented circa 56 % of all shares and votes and circa 92 % of shares and votes present at the meeting.
The Annual General Meeting decided that five (5) members will be elected to the Board of Directors.
Members of the Board of Directors and the auditor
The shareholders who represented over 40 % of the shares and votes changed their proposal regarding the members of the Board of Directors and proposed that in addition to earlier mentioned Lassi Noponen, Susanna Miekk-oja and Olle Hulteberg also Fredrik Berghel and Raimo Helasmäki would be elected as the members of the Board of Directors. The amended proposal was supported by shareholders who represented circa 56 % of all shares and votes and circa 92 % of shares and votes present at the meeting.
Fredrik Berghel and Raimo Helasmäki gave their consent to the re-election at the meeting. Lassi Noponen, Susanna Miekk-oja and Olle Hulteberg had given their consent earlier.
Raimo Helasmäki, Susanna Miekk-oja, Lassi Noponen, Olle Hulteberg and Fredrik Berghel were re-elected to the Board of Directors. Four members of the Board of Directors are independent of the company and three members are independent of its major shareholders. The firm of independent accountants Ernst & Young Oy was re-elected as the company's auditor, with Jari Karppinen, Authorised Public Accountant, as the principal auditor.
In addition to above mentioned decisions the authorisation of the Board of Directors to decide on the issuance of shares as well as the issuance of other special rights entitling to shares was processed as follows:
The shareholders who represented circa 56 % of all shares and votes and circa 92 % of shares and votes present at the meeting informed that they will oppose the proposal to authorise the Board of Directors to decide on the issuance of shares as well as the issuance of other special rights entitling to shares. Due to this opposing the Board of directors withdraw their proposal and the item was not discussed any further at the meeting.
First meeting of the new Board of Directors
The new Board of Directors held a meeting after the Annual General Meeting and elected Lassi Noponen as the Chairman of the Board.
The minutes of the Annual General Meeting are available at the company's website as from 24 April 2014.
President and CEO
Fredrik Berghel, President and CEO, tel. +46 73 202 2210
Kirsti Parvi, CFO, tel. +358 50 517 4569
NASDAQ OMX Helsinki Ltd
Incap Corporation is an international contract manufacturer whose comprehensive services cover the entire life-cycle of electromechanical products from design and sourcing to actual manufacture and further to maintenance services. 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. The Group's revenue in 2013 amounted to approximately EUR 36.8 million, and the company currently employs approximately 470 people. Incap's share has been listed on the NASDAQ OMX Helsinki Ltd since 1997. Additional information: www.incap.fi.