Incap Corporation | Stock Exchange Release | April 27, 2023 at 16:30:00 EEST
Incap Corporation's Annual General Meeting was held on 27 April 2023 in Helsinki, Finland.
Adoption of the annual accounts and discharge from liability
The Annual General Meeting approved the annual accounts for the financial period 1 January 2022–31 December 2022 and resolved to discharge the members of the Board of Directors and the President and CEO from liability.
Payment of dividend
The General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend will be paid for the financial year 2022.
Handling of the Remuneration Report for governing bodies
The General Meeting approved the Remuneration Report for governing bodies 2022, which was published in connection with the Annual Report on 31 March 2023. The Remuneration Report 2022 describes the implementation of the company's Remuneration Policy and presents information on the remuneration of the company's governing bodies for the financial year 2022.
Remuneration of the members of the Board of Directors and the Auditor
The 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 the Chairman of the Board is EUR 65,000 and for the Board members EUR 35,000 and it shall be paid in month-by-month. In addition to the annual remuneration, a meeting fee of EUR 300 per meeting is paid for the Board members and a meeting fee of EUR 400 per meeting is paid for the Chairman of the Board of Directors for attendance at the meetings. Eventual travel expenses shall be compensated according to the travel regulations of the company.
The General Meeting resolved that the auditor is paid against a reasonable invoice.
Number of members of the Board of Directors, members of the Board of Directors and auditor
The General Meeting resolved that the number of members of the Board of Directors shall be four (4). The General Meeting resolved that the present members of the Board, Carl-Gustaf von Troil, Ville Vuori and Kaisa Kokkonen are elected as members of the Board of Directors and that Julianna Borsos is elected as a new member of the Board of Directors.
The General Meeting re-elected PricewaterhouseCoopers Oy, a company of Authorised Public Accountants, as the company's auditor. The auditing firm has informed that Maria Grönroos, Authorised Public Accountant, will act as the principally responsible auditor.
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 was given to a maximum quantity of 2,928,483 new shares which represent approximately 10 per cent of the total number of shares in the company at the date of the notice to convene the Annual General Meeting.
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, either against payment or without payment, 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 further 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.
Constitutive meeting of the Board of Directors
In its constitutive meeting convening after the Annual General Meeting, the Board of Directors elected 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 16 May 2023.