Decision of Incap Corporation’s Annual General Meeting in 2013 and of the Board of Directors
Stock Exchange Release 10 April 2013 at 6.30 p.m.
DECISIONS OF INCAP CORPORATION’S ANNUAL GENERAL MEETING IN 2013 AND THE BOARD OF DIRECTORS
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.
Adoption of the annual accounts, resolution on the use of the profit shown on the balance sheet and the payment of dividend
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 remuneration of the members of the Board of Directors and the auditor
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.
Members of the Board of Directors and the auditor
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.
Measures to remedy the company’s financial position
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.
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 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.
First meeting of the new Board of Directors
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.
President and CEO
Sami Mykkänen, President and CEO, tel. +358 40 559 9047
Kirsti Parvi, CFO, tel. +358 50 517 4569
Hannele Pöllä, Director, Communications and Investor Relations, tel. +358 40 504 8296
NASDAQ OMX Helsinki Ltd
INCAP IN BRIEF
Incap Corporation is an internationally operating contract manufacturer whose comprehensive services cover the entire life-cycle of electromechanical products from design and manufacture to maintenance services. Incap’s customers include leading equipment suppliers in energy efficiency and well-being technologies, for which the company produces competitiveness as a strategic partner. Incap has operations in Finland, Estonia, India and China. The Group’s revenue in 2012 amounted to EUR 64.1 million and the company currently employs approximately 610 people. Incap’s share is listed on the NASDAQ OMX Helsinki. Additional information: www.incap.fi.