Stock Exchange Release 15 April 2019 at 5.15 p.m. (EEST)
RESOLUTIONS OF INCAP CORPORATION'S ANNUAL GENERAL MEETING AND THE CONSTITUTION MEETING OF THE BOARD OF DIRECTORS
Incap Corporation's Annual General Meeting was held on 15 April 2019 in Helsinki.
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 2018. The Annual General Meeting resolved in accordance with the Board's proposal that no dividend be paid and that the parent company's profit for the financial period (EUR 1,330,795.88) 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 will be as follows: the annual fee to be paid for Chairman of the Board is EUR 40,000 and for the Board members EUR 20,000 and it will 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 three (3). The Annual General Meeting re-elected Carl-Gustaf von Troil, Päivi Jokinen and Ville Vuori as 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 Bengt Nyholm, Authorised Public Accountant.
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 new shares either against payment or without payment. The authorisation entitles to a maximum quantity of 436,516 new shares.
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 authorisation is valid for one year from the Annual General Meeting.
Organising 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 members Ville Vuori as the Chairman of the Board.
The minutes of the Annual General Meeting will be available on Incap Corporation's website as from 29 April 2019.
Otto Pukk, CEO, +372 508 0798
Antti Pynnönen, CFO, +358 40 187 3494
Nasdaq Helsinki Ltd.