Decisions of Annual General Meeting
Incap Corporation’s Annual General Meeting was held on Friday 3 April 2009 in Helsinki.
Adoption of the annual accounts, resolution on the use of the profit shown on the balance sheet
The Annual General Meeting adopted the annual accounts for the financial year ending on 31 December 2008. The Annual General Meeting decided that no dividend be distributed for 2008 and that the loss for the financial year, a total of EUR 3,908,068.33 be transferred to retained earnings. The Board of Directors and the President and CEOs were discharged from liability.
Remuneration of the members of the Board of Directors and the auditor
The Annual General Meeting decided that the fees paid for the Board members stay the same and the annual fee to be paid for Chairman of the Board is EUR 48,000, for the Vice-Chairman of the Board EUR 36,000 and for the Board members EUR 24,000. Moreover, EUR 200 will be paid for each meeting. There will be no fee paid for conference calls. The auditor is remunerated against invoice.
Appointment of members of the Board of Directors and the auditor
The Annual General Meeting decided that the number of members of the Board of Directors is 5 and re-elected Jukka Harju, Kari Häyrinen, Kalevi Laurila and Susanna Miekk-oja, and Lassi Noponen as a new member to seats on the Board of Directors. Ernst & Young was re-elected as the company’s auditor.
Authorisation of 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, within one year of the Annual General Meeting, on increasing the share capital through one or more rights issues so that the total number of new shares to be subscribed for on the basis of the authorisation is a maximum of 1,200,000 shares.
The authorisation includes the right to disapply shareholders’ pre-emptive subscription rights and to decide on subscription prices and other terms and conditions of subscription. Shareholders’ pre-emptive rights can be disapplied providing that, from the company’s standpoint, there is a weighty economic reason for doing so, such as the development of the company’s business operations, the financing of M&A arrangements, an arrangement related to capital funding or personnel policy reasons. The Board of Directors shall have the right to decide that shares can be subscribed for through a contribution in kind, by way of offsetting rights or otherwise subject to certain conditions.
First meeting of the new Board
The new Board of Directors held a meeting after the Annual General Meeting and elected Kalevi Laurila as the Chairman of the Board and Susanna Miekk-oja as the Vice-Chairman of the Board.