Resolutions of Incap Corporation's Annual General Meeting and the Board of Directors
Stock Exchange Release 6 April 2016 at 5.30 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 6 April 2016 in Helsinki. A total of 20 shareholders participated in the meeting, representing 52.9% 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 2015. 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 772,720.93) be recognised in equity. The Annual General Meeting resolved to discharge the members of the Board of Directors and the President and CEO 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 the same as in 2015 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 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 five (5). The Annual General Meeting re-elected Fredrik Berghel, Olle Hulteberg, Susanna Miekk-oja, Rainer Toiminen and Carl-Gustaf von Troil 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.
Reducing the quantity of company's shares by way of issuing new company shares and by the redemption of company's own shares
The General Meeting resolved on the reduction of the quantity of company's shares in accordance with the proposal of the Board of Directors without reducing share capital by way of issuing new shares and by redemption of company's own shares, in such a way that each current 50 shares of the company shall correspond to one share of the company after the arrangements related to the reduction of the quantity of company's shares are completed. Prior to the reduction of the quantity of company's shares, the total number of shares in the company is 218,228,070.
The reduction of the quantity of company's shares will be carried out so that the company will, on 8 April 2016 (hereinafter the "Transaction Day"), issue new company shares to each shareholder of the company free of charge so that the number of all shares per book-entry accounts owned by the shareholders of the company are divisible by the number 50. The maximum quantity of company's own shares transferred by the company shall be 49 shares multiplied by the number of such book-entry accounts on the Transaction Day, on which the company's shares are held, and which are owned by the shareholders of the company.
The maximum amount of new shares issued by the company in the share issue is 150,000 new shares of the company. The Board of Directors of the company is entitled to resolve on all other matters related to the issuance of shares free of charge.
On the Transaction Day, at the same time with the aforementioned issue of company's new shares, the company will redeem free of charge a number of shares from each shareholder of the company. The number of shares to be redeemed by the company will be determined according to the redemption ratio of 50/1. In other words, for every 50 shares of the company 49 company shares will be redeemed. The Board of Directors of the company will be entitled to resolve on all other matters related to the redemptions of shares.
The company's shares, which are redeemed in connection with the reduction of the quantity of company's shares, will be annulled immediately following the redemption by a resolution of the Board of Directors of the company. The reduction of the quantity of company's shares will be carried out in the book-entry system after the end of trading day on Nasdaq Helsinki on 8 April 2016 i.e. on the Transaction Day. The annulment of the shares and the company's new total number of shares are entered in the trade register approximately on 11 April 2016. Trading with the company's new total number of shares on Nasdaq Helsinki will begin approximately on 11 April 2016. If necessary, the trading with the company's share on Nasdaq Helsinki will be temporarily interrupted in order to perform necessary technical measures in the trading facility after the Transaction Day.
The purpose of the reduction of the quantity of company's shares is to increase the value of a single share and thus to improve the trade conditions of the shares and the reliability of the price formation of the shares. Therefore, there is a particularly weighty financial reason for the company to reduce the quantity of company's shares.
This arrangement will not affect the equity of the company and will not require the shareholders to take any action. No part of the arrangement will be carried out unless all the other parts of the arrangement are carried out as well.
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 2015 will be covered by decreasing the unrestricted equity reserve by EUR 16,804,218.62, by decreasing the share premium account by EUR 44,316.59 and by decreasing the share capital by EUR 11,118,952.29.
After covering the losses the remaining share capital will further be decreased by EUR 8,367,817.21 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 8,367,817.21. 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 new shares either against payment or without payment. The authorisation entitles to a maximum quantity of 21,820,000 new shares (with the present number of the company's shares being 218,228,070) or 440,000 new shares (with the reduced quantity of shares as decided in the Annual General Meeting being approximately 4,400,000).
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, which was 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 20 April 2016.
President and CEO
Ville Vuori, President and CEO, tel. +358 400 369 438
Nasdaq Helsinki Ltd.
INCAP IN BRIEF
Incap Corporation is an international contract manufacturer. 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 470 people. Incap's share is listed on the Nasdaq Helsinki Ltd. as from 1997. Additional information: www.incapcorp.com.