Incap Oyj :Notice to the Annual General Meeting

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Incap Corporation to the Annual General Meeting to be held on Wednesday, 10 April 2013 at 3 p.m. at Hotel Kämp at the address Pohjoisesplanadi 29, 00100 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2.30 p.m.

A. Matters on the agenda of the General Meeting

At the General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2012
– Review by the President and CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The parent company's loss for the financial period totalled EUR 5,505,693.92. The Board will propose to the Annual General Meeting  on 10 April 2013 that no dividend be paid and the loss for the financial period be recognised in equity.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors
Shareholders who represent more than 10% of the shares and votes propose to the Annual General Meeting that the fees paid 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 in the meeting. Eventual travel expenses are compensated according to the travel regulations of the company.

11. Resolution on the number of members of the Board of Directors
Shareholders who represent more than 10% of the shares and votes propose to the Annual General Meeting that the number of members of the Board of Directors shall be five (5).

12. Election of members of the Board of Directors
Shareholders who represent more than 10% of the shares and votes propose to the Annual General Meeting that of the present members of the Board of Directors Raimo Helasmäki, Matti Jaakola, Susanna Miekk-oja and Lassi Noponen shall be re-elected  and Janne Laurila be elected as a new member to the Board of Directors. The persons have given their consent to the election. The members of the Board of Directors will be elected for a period ending in the first Annual General Meeting following the Annual General Meeting, in which they were elected. Kalevi Laurila, who has acted as Board member as from the year 2002 has announced that he will not stand for re-election as a Board member.

The proposed new member of the Board of Directors, Janne Laurila (born in 1987) is entrepreneur and physical education instructor. He has served as a member of the Board of Directors of JMC Finance Oy since 2008. He has gained experience in construction and physical exercise business in different positions. He has participated in the operational development of the Parkour Academy of Finland during 2009-2011, among others. He has been involved in entrepreneuship since 1997.

13. Resolution on the remuneration of the auditor
The Board of Directors will propose that the auditor is paid against an invoice.

14. Election of auditor
The Board of Directors will propose that the firm of independent accountants Ernst & Young Oy be re-elected as the company's auditor. The auditing firm has informed that the principal auditor would be Jari Karppinen, Authorised Public Accountant. The auditor will be elected for a period ending in the first Annual General Meeting following the Annual General Meeting, in which it was elected.

15. Ascertaining the financial position of the company and 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 decreases to less than one half of the share capital, and because of this the Board of Directors is – according to the Companies Act, chapter 20, section 23, paragraph 3 – proposing that the Annual General Meeting shall consider the financial position of the company and decide on eventual measures to remedy it.

16. 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 Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide 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. 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 Companies Act, also decide on issuing other special rights entitling to new shares of the company.

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 proposed authorisations would be valid for one year from the Annual General Meeting.

17. Closing of the meeting

B. Documents of the General Meeting

The above-mentioned proposals relating to the agenda of the Annual General Meeting as well as this notice are available on Incap Corporation's website at www.incap.fi/Investors. The annual report of Incap Corporation, including the company's annual accounts, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website on 19 March 2013.

The proposals and the annual accounts are available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 23 April 2013.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration
Each shareholder, who is registered on 27 March 2013 in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account in Finland, is registered in the shareholders' register of the company.

A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than on Friday, 5 April 2013 at 4 p.m. by giving a prior notice of participation.

Such notice can be given:
a) by e-mail (pii.ahtiainen@incap.fi);
b) by telephone +358 40 347 2124/Pii Ahtiainen;
c) by fax +358 9 224 4095; or
d) by mail to Incap Corporation/AGM, Valuraudankuja 7, 00700 Helsinki.

In connection with the registration, a shareholder shall notify his/her name, personal identification number, telephone number and the name and personal identification number of a possible assistant or proxy representative. The personal data given to Incap Corporation is used only in connection with the General Meeting and with the processing of related registrations. The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation in the meeting.

2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. by 5 April 2013 by 10 a.m. at the latest. As to the nominee registered shares, this constitutes a due registration for the General Meeting.

A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank.

3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. Eventual proxy documents should be delivered in originals to Incap Corporation/Pii Ahtiainen, Valuraudankuja 7, 00700 Helsinki before the last date for registration.

4. Other instructions and information
Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is present at the
General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the Annual General Meeting, the total number of shares and votes in Incap Corporation is 22,546,266.

In Helsinki, 18 March 2013

INCAP CORPORATION
Board of Directors

Further information:
Sami Mykkänen, President and CEO, tel. +358 40 559 9047
Kirsti Parvi, CFO, tel. +358 50 517 4569
Hannele Pöllä, Director, Communications, tel. +358 40 504 8296

DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Principal media
www.incap.fi

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.

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Source: Incap Oyj via Thomson Reuters ONE
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