Resolutions of Incap Corporation's Annual General Meeting and the Board of Directors
Stock Exchange Release 31 March 2015 at 8:15 p.m. (EET)
RESOLUTIONS OF INCAP CORPORATION'S ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS
Incap Corporation's Annual General Meeting was held on 31 March 2015 in Helsinki. A total of 15 shareholders participated in the meeting, representing 69.4% of all shares and votes of the company.
Adoption of the annual accounts and resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Annual General Meeting adopted the annual accounts for the financial period ending on 31 December 2014. The Annual General Meeting resolved in accordance with the Board's proposal that no dividend be paid and that the parent company's loss for the financial period (EUR 2,677,306.56) be recognised in equity. The Annual General Meeting resolved to discharge the members of the Board of Directors and the President and CEOs from liability.
Remuneration of the members of the Board of Directors and the Auditor
The Annual General Meeting resolved that the fees paid for the members of the Board of Directors shall be 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 will be no separate fee for each meeting. Eventual travel expenses will be compensated according to the travel regulations of the company.
The Annual General Meeting resolved that the auditor is paid against a reasonable invoice.
Resolution on the number of members of the Board of Directors and election of members of the Board of Directors and the Auditor
The Annual General Meeting resolved that the number of members of the Board of Directors is five (5). The Annual General Meeting re-elected Fredrik Berghel, Olle Hulteberg and Susanna Miekk-oja as Board members and elected Rainer Toiminen and Carl-Gustaf von Troil as new members to the Board of Directors.
The Annual General Meeting re-elected the firm of independent accountants Ernst & Young Oy as the company's auditor. The auditing firm has informed that the principal auditor will be Jari Karppinen, Authorised Public Accountant.
Reduction of share capital to cover losses and to transfer funds to unrestricted equity reserves
The Annual General Meeting resolved to reduce the share capital of the company 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 losses accumulated before and on the financial period ending on 31 December 2014 will be covered by decreasing the unrestricted equity reserve by EUR 14,621,937.92, by decreasing the share premium account by EUR 44,316.59 and by decreasing the share capital by EUR 12,528,512.06.
After covering the losses the remaining share capital will further be decreased by EUR 6,958,257.44 by transferring the funds to the unrestricted equity reserve.
After these measures the new share capital of the company will be EUR 1,000,000 and the unrestricted equity reserve will be EUR 6,958,257.44. The parent company's equity will accordingly exceed the level set in the Companies Act, chapter 20, section 23.
Covering the losses will clarify the parent company's balance sheet structure and improve the ratio between the company's equity and share capital. The arrangement will 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.
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 to issue a maximum of 10,911,403 new shares either against payment or without payment.
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 will 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 authorisation is valid for one year from the Annual General Meeting.
First meeting of the Board of Directors
The Board of Directors elected in the Annual General Meeting held its organising meeting after the Annual General Meeting and elected amongst its number Olle Hulteberg as the Chairman of the Board.
The minutes of the Annual General Meeting will be available on Incap Corporation's website as from 14 April 2015.
President and CEO
Ville Vuori, President and CEO, tel. +358 400 369 438
Kirsti Parvi, CFO, tel. +358 50 517 4569
NASDAQ OMX Helsinki Ltd
INCAP IN BRIEF
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 and the company currently employs approximately 380 people. Incap's share has been listed on the NASDAQ OMX Helsinki Ltd since 1997. Additional information: www.incapcorp.com.