PROPOSAL BY INCAP CORPORATION’S BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING AND PLANS FOR MERGER WITH INCAP ELECTRONICS

Incap Corporation’s ordinary Annual General Meeting 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 Board of Directors propose that, apart from the regular items laid out in paragraph 12 of the corporate by-laws, the meeting should also discuss a partial amendment of the corporate by-law as far as the paragraphs 1 and 10 are concerned. The paragraphs suggested to be amended 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.

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.

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 propose 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 Board proposes that the dividend be paid on 3 May, 2001.

Plan for merger of Incap Corporation and Incap Electronics Ltd.

The Boards of Incap Corporation and Incap Electronics Ltd. signed on 27 March 2001 a merger plan about Incap Electronics Ltd., whose shares are all owned by Incap Corporation, to be merged to Incap Corporation. As soon as the merger plan has been entered into the trade register, shareholders shall be informed of the subsidiary merger, to find out if the shareholders with 5 percent or more of Incap Corporation’s shares demand that an extraordinary general meeting be summoned to decide about the subsidiary merger. The merger plan is appended to this bulletin.

Independent expert’s statement

The Boards of Incap Corporation and Incap Electronics Ltd. have decided that Incap Electronics Ltd., a fully owned subsidiary of Incap Corporation, shall be merged to Incap Corporation.

The Boards of the companies to be merged have drawn up a merger plan dated 27 March, 2001.

As an independent expert and an approved auditor, I confirm, based on paragraph 6, subparagraph 3 of Chapter 14 of the Companies Act, that the merger plan provides, in the manner stipulated in the Companies Act, correct and sufficient information of the matters liable to affect the assessment of the reason for merger and the corporate property to be assigned to the recipient company. As far as I can see, the merger will not risk Incap Corporation’s capacity to pay its current debts.

Oulu, 27 March 2001

Tapio Raappana
Authorized Public Accountant



Interim report 1-3/2001 will be published on 10 May, 2001.

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.

The bulletin is available in Finnish and English on Incap Corporation’s website at www.incap.fi

APPENDIX

Merger plan of Incap Corporation and Incap Electronics Ltd.





MERGER PLAN APPENDIX

The undersigned limited companies, Incap Corporation and Incap Electronics Ltd., have today agree about a merger, and the Boards of the companies have drawn up the following merger plan:

1. Merger and companies to be merged

Companies to be merged:
(a) Recipient company: Incap Corporation, trade register number 356.154, domicile Oulu, address Teknologiantie 13, 90570 Oulu
(b)Merging company:Incap Electronics Ltd.,trade register number 446.555, domicile Helsinki,address Valuraudankuja 7, 00700 Helsinki

The merging companies will hereinafter be referred to as the “Parties”.

Incap Electronics Ltd., whose shares are all owned by Incap Corporation, shall accomplish a subsidiary merger to Incap Corporation in such a way that all assets and debts of Incap Electronics Ltd. shall be assigned without liquidation proceedings to Incap Corporation.

2. Amendment of the by-laws of the recipient company

The merger plan shall cause no need to amend the by-laws of Incap Corporation.

3. Merger compensation

Since this is an instance of subsidiary merger, no merger compensation shall be paid.

4. Capital loans

Neither of the Parties has issued a capital loan.

5. Ownership of the recipient company’s shares

The merging company does not own shares of the recipient company.

6. Special benefits and rights

No special benefits of the kind referred to in paragraph 4, subparagraph 8 of Chapter 14 of the Companies Act shall be granted.

7. Reason for merger

The reason for the merger is the need to streamline Incap Corporation’s corporate structure. The merger will result in a leaner administration and also some cost savings.

8. Employees of Incap Electronics Ltd

Upon the merger, the employees of Incap Electronics Ltd shall be enrolled as “old employees” by Incap Corporation.

9. Secondary corporate name

The secondary corporate name of the recipient company shall be Incap Electronics. Engineering services and training related to contract manufacturing of electronics will be carried out under the secondary corporate name when the merger becomes effective.

10. Effectiveness of merger

The merger shall take effect as soon as the implementation of the merger has been entered into the trade register. The intended date of implementation of the merger is 31 December 2001.

11. Copies of merger plan

This merger plan has been made in four (4) identical copies, one for each Party and two for the public authorities.



Espoo, 27 March 2001

Incap Corporation Incap Electronics Ltd.
Board of Directors Board of Directors