Incap Corporation Stock Exchange Release 27 April 2021 at 6.30 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 27 April 2021 in Helsinki, Finland.
Adoption of the annual accounts, discharge from liability and payment of dividend
The Annual General Meeting adopted the annual accounts for the financial period ending on 31 December 2020 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 that no dividend will be paid from the profits of the financial year 2020 and that the profit for the financial period be recognised in equity.
Handling of the Remuneration Report for Governing Bodies
The Remuneration Report 2020, which was published in connection with the Annual Report on April 1, 2021 was presented to the Annual General Meeting.
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 48,000 and for the Board members EUR 24,000 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 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 was given to a maximum quantity of 584,932 new shares which represent approximately 10 per cent of the current number of 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 11 May 2021.
Otto Pukk, President and CEO, +372 508 0798
Antti Pynnönen, CFO, +358 40 187 3494
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, the UK, Slovakia and Hong Kong and employs approximately 1,900 people. Incap’s share has been listed on Nasdaq Helsinki Ltd stock exchange since 1997.