The Annual General Meeting of Incap Corporation was held on Wednesday, 13 April 2011 in Helsinki.
The Annual General Meeting adopted the annual accounts for the financial year ending at 31 December 2010. The Annual General Meeting decided in accordance with the proposal of the Board of Directors that no dividend be distributed and that the loss for the financial year, a total of EUR 1,561,513.95, be transferred to retained earnings. The Annual General Meeting discharged the members of the Board of Directors and the President and CEO from liability.
The Annual General Meeting decided that the fees for the members of the Board of Directors stay the same than in 2010 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 for those who have been present. There will be no fee paid for conference calls. Eventual travel expenses are compensated according to the travel regulations of the company.
The auditor is paid against an invoice.
The Annual General Meeting decided that the number of members of the Board of Directors shall be five. Previous members of the Board of Directors, Raimo Helasmäki, Kari Häyrinen, Kalevi Laurila, Susanna Miekk-oja and Lassi Noponen were re-elected to the Board of Directors. The firm of independent accountants Ernst & Young Oy was re-elected as the company’s auditor.
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 2,168,100 shares, from which a maximum of 300,000 shares can be used in stock options.
The authorisation includes the right to deviate from shareholders’ pre-emptive subscription rights and to decide on subscription prices and other terms and conditions of subscription. Shareholders’ pre-emptive rights can be deviated 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.
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.