INCAP CORPORATION NOTICE OF ANNUAL GENERAL MEETING

Stock Exchange Release on 24 March, 2004 10.15 a.m.

Shareholders are hereby notified that the Annual General Meeting of Incap Corporation will be held on Tuesday, 20 April 2004 beginning at 2.00 p.m. in the Oulu Radisson SAS hotel at the address Hallituskatu 1, Oulu. Checking of the attendance lists of persons who have registered will begin at 1.30 p.m.

 
The following matters will be dealt with at the Annual General Meeting:
 
1. The matters within the competence of the Annual General Meeting as mentioned in Article 12 of the Articles of Association
 
2. The Board of Directors proposal for authorising the Board to decide on increasing the share capital through a rights issue, issuing convertible bonds and/or granting stock options.
 
The Board of Directors proposes that it be authorised for one year from the Annual General Meeting to decide on increasing the share capital through one or more rights issues and/or the floating of one or more issues of convertible bonds and/or stock options. The aggregate number of these new shares which can be subscribed for in the rights issue, through the conversion of the convertible bonds or subscribed for on the basis of option warrants can be a maximum of 2,436,176 shares. On the basis of the authorisation, the company’s share capital can be increased by a maximum of EUR 4,092,775.68 (not an exact figure).
 
The authorisation includes the right to disapply shareholders’ pre-emptive subscription rights and to decide on subscription prices and other terms and conditions of subscription as well as on the terms of a convertible bond issue and stock options. Shareholders’ pre-emptive rights can be disapplied providing that from the company’s standpoint there is a weighty economic reason for doing so, such as development of the company’s business operations, the financing of M&A arrangements or an arrangement related to capital funding, or personnel policy reasons. When the share capital is increased through a rights issue otherwise than on the basis of convertible bonds or option warrants, the Board of Directors shall be entitled to decide that shares can be subscribed for through a contribution in kind, by way of offsetting rights or otherwise subject to certain conditions. 
 
3. Proposal for members of the Board of Directors and the auditor
 
 
The Board of Directors proposes that Auditors’ Ltd – Ernst & Young  be re-elected as the company’s auditor, with Rauno Sipilä, APA, acting as the responsible auditor.
 
4. Dividend and coverage of the loss
 
The Board of Directors is proposing to the Annual General Meeting that no dividend be paid for the 2003 financial year and that the loss be covered from retained earnings and share premium account.
 
 
Availability of documents for public examination
 
Financial statement documents and the Board of Directors’ proposals including annexes will be available for examination by shareholders as from 25 March 2004 at the company’s Head Office at the address Kempeleentie 46, 90440 Kempele, and copies of them will be sent to shareholders upon request (tel. +358 10 5628 214 / Karoliina Ohukainen). The company’s printed Annual Report for 2003 has been published during Week 12 (week beginning 15 Mar.) and it has been mailed to shareholders. The Annual Report can also be accessed on the company’s website at www.incap.fi.
 
Right to attend
 
In order to attend the Annual General Meeting, shareholders must be registered in the Shareholder Register kept by Finnish Central Securities Depository Ltd no later than by 8 April 2004.
 
Registration
 
Shareholders wishing to attend the Annual General Meeting and exercise their voting rights must register with the company no later than on Tuesday, 13 April 2004 by 4.00 p.m. by letter to the address Kempeleentie 46, 90440 Kempele, or by phone on +358 10 5628 227 / Maija Aronen or by email to maija.aronen@incap.fi or by fax to the number +358 10 5628 250.
 
Registration notices must reach the company before the close of the registration period. It is requested that any proxies be delivered to the above-mentioned address by 13 April at the latest.
 
 
 
Helsinki, 23 March 2004
 
 
INCAP CORPORATION
Board of Directors
 
 
Juhani Hanninen
President and CEO
 
 
ANNEX Profile of the candidates for election to the Board of Directors
 
Seppo Arponen
Industrial Counsellor, M.Sc. (Econ.), born 1943.
Seppo Arponen was elected a member of Incap Corporation’s Board of Directors in 2002. He has served as COO of Finnvera plc since 1999. He previously held a number of positions in Finnvera’s predecessor organisations Kehitysaluerahasto Oy and Kera Corporation, beginning in 1976. He is also a member of several other corporate boards.
 
Kalevi Laurila
B.Sc. (Eng.), Executive MBA, born 1947.
Kalevi Laurila was named to the Board of Directors of Incap in 2002. Previously he was CEO of JMC Tools Oy and Turveruukki Oy as well as a director with Rautaruukki Oyj. He is also a member of several other corporate boards.
 
Timo Leinilä
M.Sc. (Eng.), born 1950.
Timo Leinilä has been president of Perlos Corporation from 1997 to 2003. Perlos Corporation has grown and gone global energetically under Timo Leinilä’s stewardship, and the company was also listed on the stock exchange during his tenure. Prior to his career at Perlos, he was managing director of IDO Bathroom Ltd, a subsidiary of Metra, and occupied various positions at Dalsbruk Oy Ab, a Rautaruukki subsidiary, from 1975 to 1988, most recently as director of the Dalsbruk unit. Timo Leinilä is a director on various Boards, including Salcomp Oy.
 
 
Sakari Nikkanen
Licentiate in Technology, born 1952.
From 1996 to 2004 Sakari Nikkanen was employed by Nokia Networks in a number of positions, including head of the Wireless Transmission Products line, head of the GSM product development programmes and vice president in charge of Radio Access Systems as well as vice president in charge of the development of long-term systems technology.
 
Before joining Nokia, Sakari Nikkanen was employed by Sanik Consulting Oy, a consultancy owned by him, and prior to this, from 1979 to 1994, in various positions with the former PI-Group (Currently PIC Engineering Oyj), most recently as president and CEO of the entire Group. At present, Sakari Nikkanen is a management consultant with Sanik Consulting Oy. He is a director on a number of Boards, including Sanako Corporation, Raute Precision Oy, Dry Mix Oy and Computas AS.
 
Jorma Terentjeff
Industrial Counsellor, M.Sc. (Eng.), born 1949.
Jorma Terentjeff has been a member of the Board of Directors of Incap Corporation since 2001. He is Chairman of the Board of Avanti Group Oy and previously has served as CEO of JOT Automation Group Ltd from 1995 to 2000. Prior to these posts he was CEO of Teknoventure Oy, Aspocomp Oyj and Oy Edacom Ab and he has served in a number of positions with Hansacom Oy, Salcomp Oy and Salora Oy. He is also a member of several other corporate boards.
 
Juhani Vesterinen
M.Sc. (Econ.), M.Sc. (Nat.Sc.), born 1953.
Juhani Vesterinen has been a member of the Board of Directors of Incap since 1998 and has served as Chairman of the Board from 1999 to 2002. During 1983-2001 he has worked in several executive positions with the Sampo Group, most recently as CEO of Yritys-Sampo (corporate customers unit) as well as Sampo Life Insurance Company Limited and as deputy CEO of the former Sampo Insurance Company. Juhani Vesterinen is a director on a number of Boards and he is a member of Hallitusammattilaiset ry (Board Professionals reg. assoc.).
 
 
 
 
DISTRIBUTION
Helsinki Exchanges
Principal media
 
 
 
 
 



For additional information, contact:
Tuula Ylimäki, Chief Financial Officer, tel. +358 40 347 2025
Hannele Pöllä, Director, Communications and Investor Relations, tel. +358 40 504 8296