Incap Corporation | Stock Exchange Release | May 20, 2026 at 16:30:00 EEST
Incap Corporation's Annual General Meeting was held on 20 May 2026 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 2025 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 2025.
Remuneration Report for governing bodies
The Annual General Meeting approved the 2025 Remuneration Report for governing bodies published on 17 April 2026 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 2025.
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 fee of EUR 500 (EUR 300 in 2025) per meeting is paid for the Board members and a meeting fee of EUR 500 (EUR 400 in 2025) per meeting for the Chairman of the Board of Directors for attendance at the meetings. 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 any established Committee EUR 1,000 per meeting and meeting fee for members of any established Committees EUR 500 per meeting.
The Annual General Meeting resolved that the auditor and the authorised sustainability auditor will be paid against a reasonable invoice.
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, and Ville Vuori as members of the Board of Directors, and Joachim Sverre was elected as a new member 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 re-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.
The election of the sustainability auditor is conditional, and the sustainability auditor shall perform their duties only if the company is required or voluntarily decides to prepare a sustainability report as required by the sustainability reporting legislation in force for the financial year 2026.
Authorising the Board of Directors to decide on the repurchase of the company's own shares
The Annual General Meeting authorised the Board of Directors to decide on the repurchase of the company's own shares as follows:
The number of own shares to be repurchased shall not exceed 1,471,860 shares, which currently corresponds to approximately 5% of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or at a price otherwise formed on the market.
The Board of Directors decides how the share repurchase will be carried out. The company's own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
The authorisations are valid for one year from the resolution by the Annual General Meeting.
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 2,944,762 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. The Board of Directors appointed Kaisa Kokkonen as the Chairman and Julianna Borsos as a member of the Audit Committee. Ville Vuori was appointed as Chairman and Joachim Sverre as a member of the Remuneration Committee.
The minutes of the Annual General Meeting will be available on Incap Corporation's website on 3 June 2026 at the latest.
INCAP CORPORATION
Additional information:
Otto Pukk, President and CEO, tel. +372 508 0798
Antti Pynnönen, CFO, tel. +358 40 187 3494
Distribution:
Nasdaq Helsinki Ltd.
Principal media
www.incapcorp.com
Incap in brief
Incap Corporation is a trusted partner and global full-service provider in Electronics Manufacturing Services (EMS). Incap supports customers from large multinationals and mid-sized companies to small start-ups across their entire value chain, from design and engineering to manufacturing. Incap offers state-of-the-art technology supported by an entrepreneurial culture and highly skilled personnel. The company has operations in Finland, Estonia, India, Slovakia, the UK, USA, Germany, Romania and Hong Kong and employs over 3,000 people. Incap's share has been listed on Nasdaq Helsinki since 1997.
