Incap Corporation: Resolutions of Incap Corporation's Annual General Meeting and the Constitutive Meeting of the Board of Directors
Incap Corporation Stock Exchange Release 20 April 2020 at 4.15 p.m. (EEST)
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 20 April 2020 in Helsinki.
Adoption of the annual accounts, discharge from liability and the payment of dividends
The Annual General Meeting adopted the annual accounts for the financial period ending on 31 December 2019 and resolved to discharge the members of the Board of Directors and the President and CEO from liability.
The Annual General Meeting resolved in accordance with the Board's proposal to authorize the Board of Directors to decide on a dividend payment of a maximum of EUR 0.35 per share from the profits of the financial year January 1, 2019 to December 31, 2019, to be distributed in one or several instalments at a later stage based on the Board of Directors’ assessment. The authorization is valid until the next Annual General Meeting.
If the Board of Directors decides to exercise the authorization, the company will publish the decision on dividend payment separately, and at the same time confirm the pertinent record and payment dates.
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.
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 four (4). The Annual General Meeting re-elected Ville Vuori, Carl-Gustaf von Troil and Päivi Jokinen as members to the Board of Directors, and Kaisa Kokkonen was elected as a new member 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 Bengt Nyholm, Authorised Public Accountant, will continue as the principal 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 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, 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 4 May 2020.
Otto Pukk, CEO, +372 508 0798
Antti Pynnönen, CFO, +358 40 187 3494
Nasdaq Helsinki Ltd.