Incap Corporation Stock Exchange Release 29 April 2022 at 2.30 p.m. EEST
Annual General Meeting resolutions
Resolutions of Incap Corporation's Annual General Meeting and the constitutive meeting of the Board of Directors
Incap Corporation's Annual General Meeting was held on 29 April 2022 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 2021 – 31 December 2021 and resolved to discharge the members of the Board of Directors and the President and CEO from liability.
Share issue without payment (share split)
The Annual General Meeting resolved in accordance with the Board’s proposal that in order to enhance the liquidity of the company’s shares, new company shares shall be issued to the shareholders without payment in proportion to their holdings so that four new shares are issued for each share (share split). A total of 23,397,308 new shares will be issued. The shares shall be issued to the shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the record day of the share issue of 3 May 2022. The share issue without payment shall be executed in the book-entry system and will not require any actions by the shareholders. The new shares will generate shareholder rights when they have been registered in the trade register, approximately on 3 May 2022. The registration of the new shares in the shareholders’ book-entry accounts is planned to occur on 4 May 2022.
The new shares will not entitle their holders to dividends decided before registration to the trade register, but they will entitle to dividends decided after the registration.
Payment of dividend
The Annual General Meeting authorised in accordance with the Board's proposal the Board of Directors to decide on a distribution of dividend from the profits in accordance with the adopted financial statements of the financial year 1 January 2021 to 31 December 2021, to be distributed in one or several instalments at a later stage based on the Board of Director’s assessment. The total amount of dividend based on this authorisation will be divided between one current and four new shares, so that the total maximum amount of dividend is EUR 0.16 per share. The authorisation shall be valid until the commencement of the next Annual General Meeting. If the Board of Directors decides to exercise the authorisation, the company will publish the possible decision on the amount of the dividend to be distributed separately, and at the same time confirm the pertinent record and payment dates of the dividend payment. The dividends to be distributed based on the authorisation will be paid to shareholders registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of such dividend payment.
Handling of the Remuneration Report for governing bodies
The Annual General Meeting approved the Remuneration Report for governing bodies 2021, which was published in connection with the Annual Report on 31 March 2022.
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 the Chairman of the Board is EUR 55,000 and for the Board members EUR 30,000 and it shall be paid in month-by-month. There shall be no separate fee for each meeting. Eventual travel expenses shall be compensated according to the travel regulations of the company.
The Annual 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 Annual General Meeting resolved that the number of members of the Board of Directors shall be four (4). The Annual General Meeting resolved that the present members of the Board, Carl-Gustaf von Troil, Päivi Jokinen, Ville Vuori and Kaisa Kokkonen are elected as members of the Board of Directors.
The Annual General Meeting 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. As the Annual General Meeting approved the Board’s proposal concerning a share issue without payment, the maximum number of shares to be issued totals a maximum of 2,924,660 shares, which represent approximately 10 per cent of the total number of shares in the company after the new shares to be issued in share issue without payment have been registered.
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 13 May 2022.
Otto Pukk, President and CEO, +372 508 0798
Nasdaq Helsinki Ltd.
INCAP IN BRIEF
Incap Corporation is a trusted partner and full service provider in Electronics Manufacturing Services. As a global EMS company Incap supports customers ranging from large multinationals and mid-sized companies to small start-ups in their complete manufacturing value chain. Incap offers state-of-the-art technology backed up by an entrepreneurial culture and highly qualified personnel. The company has operations in Finland, Estonia, India, Slovakia, the UK and Hong Kong and employs approximately 2,500 people. Incap’s share has been listed on Nasdaq Helsinki Ltd stock exchange since 1997.