BOARD PROPOSES THAT THE ANNUAL GENERAL MEETING SHOULD AUTHORISE AN ISSUE OF SHARES AND CHANGE THE WARRANT SUBSCRIPTION PRICES

In addition to the the proposals included in the Stock Exchange Bulletin of yesterday, Incap Corporation’s Board proposes that the Annual General Meeting should authorise an issue of shares and change the warrant subscription prices. The summons to the Annual General Meeting include the following items:

Incap Corporation’s shareholders are invited to an Annual General Meeting that will be held in the America cabinet of the main building of Technopolis Oulu, Teknologiantie 1, Oulu, at 11 am on 18 April 2001.

The Annual General Meeting will discuss the following matters:

1 The issues to be discussed by the Annual General Meeting in accordance with 12 § of the corporate by-laws.

2 Proposal to amend the paragraphs 1 and 10 of Incap Corporation’s by-laws to read as follows:

1 § Corporate name and domicile

The company’s name is Incap Oyj in Finnish, Incap Abp in Swedish and Incap Corporation in English, and its domicile is the City of Helsinki.

10 § Summons for and participation in the Annual General Meeting

The summons for the Annual General Meeting must be published in two newspapers indicated by the Board, of which one is published in Helsinki and the other in Oulu, not earlier than two (2) months and not later than seventeen (17) days prior to the date of the meeting.

Shareholders intending to attend the Annual General Meeting should register in the manner and time specified in the summons, yet not earlier than ten (10) days before the date of the meeting.

3 Proposal concerning the authorisation of the Board of Directors to raise the share capital

The Board of Directors proposes that the Annual General Meeting should decide to grant the Board of Directors of the company an authorisation to decide upon an increase of the share capital of the company in the manner set out in paragraphs 1-6 below and according to chapter 4 paragraph 1 of the Companies Act through one or several:

a) issue of new shares; and/or

b) issue of warrants; and/or

c) taking of convertible loans.

The terms of the authorisation are:

1) The share capital of the company may be increased in one or more instalments so that the new shares to be subscribed in the new issue and/or to be subscribed on the basis of the warrants and/or the shares to be issued at the conversion of the convertible bonds may together increase the share capital of the company by a maximum of EUR 1,179,396.96 so that in the above mentioned new issues and/or subscriptions on the basis of the warrants and/or subscriptions taking place at the conversion of the convertible bonds a maximum of 702,022 shares, with the book value equivalent of EUR 1.68 per share, may be subscribed.

2) The Board proposes that the authorisation include a right to deviate from the shareholders’ pre-emptive right to subscription of new shares. The pre-emptive right of subscription of the shareholders may be deviated from provided that a weighty financial reason for this exists, such as the financing of a corporate acquisition or the financing, execution or enabling of other corporate restructuring, the strengthening or development of the financial or capital structure of the company or the execution of some other arrangement related to the development of the company’s business.

3) The Board of Directors may not deviate from the pre-emptive right to subscription for the benefit of a person belonging to the inner circle of the company. Otherwise the Board of Directors of the company is entitled to decide on who shall have the right to subscribe for new shares in a new issue, to subscribe for warrants or subscribe for the convertible loan. The new shares and/or the warrants and/or the convertible loan may be subscribed against a contribution in kind according to chapter 4 paragraph 6 of the Companies Act (734/1978, as amended) or otherwise with specific terms.

4) The Board of Directors of the company is entitled to decide upon the grounds on which the subscription price is determined and to decide upon the subscription price for the shares to be subscribed in the new issue and/or to be subscribed on the basis of the warrants and/or at the conversion of the convertible bonds. The subscription price may not, however, be lower than the book value equivalent of the share.

5) The Board of Directors of the company is, within the limits set out in the Companies Act (734/1978, as amended), authorised to decide upon all other matters and terms related to the new issue and/or the warrants and/or the convertible loan, such as the interest possibly payable on the convertible loan.

6) The authorisation will be valid for one year after the decision of the Annual General Meeting.

4 Board’s proposal to the Annual General Meeting concerning change of the warrant subscription prices

The Board proposes to the Annual General Meeting that the subscription prices of the A and B warrants in the warrant scheme launched on 11 April 2000 should be decreased. The warrant scheme includes a total of 550.000 warrants, which can be used to subscribe the same number of shares. The warrants are divided into categories labelled as A, B, C and D, each of which contains 137,500 warrants. A warrants can be subscribed from 1 Dec 2000 onwards, B warrants from 1 Dec 2001 onwards, C warrants from 1 Dec 2002 onwards, and D warrants from 1 Dec 2003 onwards, and the subscription periods of all categories will end on 31 Dec 2005. The Board proposes to the Annual General Meeting that the new subscription price of A warrants should be EUR 8 and that of B warrants EUR 10. The subscription prices of C and D warrants would remain at EUR 12. Other terms of the warrant scheme remain unchanged.

Display of documents for public inspection

The financial statements and the Board of Directors’ proposals, with their appendices, shall be publicly displayed for inspection by shareholders at Incap Corporation’s Oulu office, Teknologiantie 13, as of 27 March 2001, and shareholders shall be provided with copies of them upon request. The Corporation’s printed annual report for 2000 was published on week 12.

Attendance at the Annual General Meeting

Each shareholder intending to attend the Annual General Meeting must be listed on the shareholder register maintained by the Finnish Central Securities Depository by 6 April 2001 at the latest.

Shareholders intending to attend the Annual General Meeting and to vote should register by 4 pm on Thursday, 12 April 2001, at Incap Corporation’s Oulu office, Teknologiantie 13, 90570 Oulu, or by calling Maija Aronen at 010 612 2567, or by e-mail maija.aronen@incap.fi. Proxies should be submitted at the time of registration.

Payment of dividend

The Board of Directors proposes to the Annual General Meeting that EUR 0.10 per share should be distributed as dividend for 2000. Dividend shall be paid to the shareholders listed on the shareholder register maintained by the Finnish Central Securities Depository on the record date of 23 April 2001. The dividend will be paid on 3 May 2001, provided the Board’s proposal is accepted.

Espoo, 27 March 2001

Incap Corporation
Board of Directors



For further information, please contact
President and CEO Kari Saarinen,
tel. +358 40 830 5689,
or Rauni Nokela, Vice President, Finance & Administration,
tel. +358 400 383 409.



For further information, please contact
President and CEO Kari Saarinen,
tel. +358 40 830 5689,
or Rauni Nokela, Vice President, Finance & Administration,
tel. +358 400 383 409.