The Annual General Meeting of Incap Corporation was held on Wednesday, 10 April 2013 in Helsinki. A total of 16 shareholders participated in the meeting, representing a total of 50.0% of all shares and votes.
The Annual General Meeting adopted the annual accounts for the financial year ending at 31 December 2012. 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 5,505,693.92, be recognised in equity. 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 2012 as follows: the annual fee to be paid for Chairman of the Board is EUR 48,000, for the Deputy 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. 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. From previous members of the Board of Directors, Raimo Helasmäki, Matti Jaakola, Susanna Miekk-oja and Lassi Noponen were re-elected to the Board of Directors. Janne Laurila was elected as a new member of the Board of Directors. All the members of the Board of Directors are independent of the company and four members are independent of its major shareholders. The firm of independent accountants Ernst & Young Oy was re-elected as the company’s auditor, with Jari Karppinen, Authorised Public Accountant, as the principal auditor.
Following the write-down on deferred tax assets in the financial statements for 2012 the equity of Incap Group’s parent company decreased to less than one half of the share capital, and because of this the Board of Directors proposed – according to the Companies Act, chapter 20, section 23, paragraph 3 – that the Annual General Meeting shall consider the financial position of the company. An action plan to ensure the profitability of the company in 2013 was presented to the Annual General Meeting. The plan includes an issuance of shares, withdrawal of additional financing that has been granted by the bank, a reorganisation of the company’s operations, enhancement of the efficiency of production as well as the improvement of inventory turn.
The Annual General Meeting authorised the Board of Directors to decide during one year after the Annual General Meeting to issue a maximum of 300,000,000 new shares either against payment or without payment.
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, upon terms and scope decided by the Board of Directors.
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 against payment. 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 new Board of Directors held a meeting after the Annual General Meeting and elected Lassi Noponen as the Chairman of the Board and Matti Jaakola as the Deputy Chairman of the Board.
The minutes of the Annual General Meeting are available at the company’s website as from 23 April 2013.