Incap Corporation: Resolutions of Annual General Meeting and the constitutive meeting of the Board of Directors

Incap Corporation’s Annual General Meeting was held on 10 May 2024 in Helsinki, Finland.
 
Adoption of the annual accounts and discharge from liability
 
The Annual General Meeting approved the annual accounts for the financial period 1 January–31 December 2023 and resolved to discharge the members of the Board of Directors and the President and CEO from liability.
 
Payment of dividend
 
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend will be paid for the financial year 2023.
 
Remuneration Report for governing bodies
 
The Annual General Meeting approved the 2023 Remuneration Report for governing bodies published on 5 April 2024 in connection with the Annual and Sustainability Report. The Remuneration Report describes the implementation of the company's Remuneration Policy and presents information on the remuneration of the company's governing bodies for the financial year 2023.
 
Remuneration Policy for governing bodies
 
The Annual General Meeting approved the Remuneration Policy for governing bodies.
 
Remuneration of the members of the Board of Directors, the auditor and the authorised sustainability auditor
 
The Annual General Meeting resolved that the remuneration will remain unchanged and therefore the annual fee to be paid for the Chairman of the Board is EUR 65,000 and for the Board members EUR 35,000 and that it will be paid month by month. In addition to the annual fee, a meeting attendance fee of EUR 300 per meeting is paid for the Board members and a meeting fee of EUR 400 per meeting for the Chairman of the Board of Directors. Eventual travel expenses will be compensated in accordance with the travel regulations of the company.
 
The Annual General Meeting additionally resolved that if the Board decides to establish separate Board Committees, the following fees will be paid for Committee work: meeting fee for Committee work for the Chairman of the Audit Committee EUR 1,000 per meeting and meeting fee for the Chairmen of other possible Committees and for members of all Committees EUR 500 per meeting.
 
The Annual General Meeting resolved that the auditor will be paid against a reasonable invoice. The same is be applied to the auditor's remuneration for the assurance of the company's sustainability reporting for the financial year 2024.
 
Number of members of the Board of Directors, members of the Board of Directors as well as auditor and authorised sustainability auditor
 
The Annual General Meeting resolved that the number of members of the Board of Directors is four (4). The Annual General Meeting re-elected the present members of the Board of Directors Julianna Borsos, Kaisa Kokkonen, Carl-Gustaf von Troil and Ville Vuori as members of the Board of Directors.
 
The Annual General Meeting re-elected PricewaterhouseCoopers Oy, a company of Authorised Public Accountants, as the auditor of the company. PricewaterhouseCoopers Oy has announced that the principally responsible auditor will be Ms. Maria Grönroos (APA). The Annual General Meeting also elected PricewaterhouseCoopers Oy to act as the authorised sustainability auditor of the company. PricewaterhouseCoopers Oy has indicated that Maria Grönroos (Authorized Sustainability Auditor, KRT) will serve as the authorised sustainability auditor with principal responsibility.
 
Authorising the Board of Directors to decide on the issuance of shares and 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 2,943,721 new shares which represent approximately 10 per cent of the total number of shares in the company at the date of the notice to the Annual General Meeting.
 
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 issues, if the company has a weighty financial reason to do so, such as developing the company's equity structure, implementing corporate transactions or other restructuring measures aimed at developing the company's business, financing of investments and business operations or using the shares as a part of the company's incentive systems. 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 Finnish Limited Liability 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 in the invested unrestricted equity reserves or in equity in accordance with 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 authorisations are valid for one year from the resolution by 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 Board of Directors also decided to establish two Committees, an Audit Committee and a Remuneration Committee. Kaisa Kokkonen was elected as the Chairman and Julianna Borsos and Antti Pynnönen as members of the Audit Committee. Ville Vuori was elected Chairman and Carl-Gustaf von Troil and Otto Pukk as members of the Remuneration Committee.
 
The minutes of the Annual General Meeting will be available on Incap Corporation’s website on 24 May 2024 at the latest.

INCAP CORPORATION