INCAP CORPORATION NOTICE OF ANNUAL GENERAL MEETING

Shareholders are hereby notified that the Annual General Meeting of Incap Corporation will be held on Thursday, 31 March 2005 beginning at 2.00 p.m. in the Hotel Lasaretti at the address Kasarmintie 13, 90100 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 to amend the Article 5 of the Articles of Association
 
 
The Board of Directors proposes that the Article 5 of the Articles of Association be amended to state that the Board of Directors shall have five to seven ordinary members. After the change, the Articles of Association correspond to the Corporate Governance Recommendation issued by HEX plc, the Central Chamber of Commerce and the Confederation of Finnish Industry and Employers.  
 
3. 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. 
 
4. Proposal for members of the Board of Directors and the auditor
 
 
The Board of Directors proposes that Ernst & Young Oy 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 2004 financial year and that the loss be transferred to retained earnings.
 
 
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 14 March 2005 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 227 / Maija Aronen). The company’s printed Annual Report for 2004 will be published during Week 11 (week beginning 14 Mar.) and it will be 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 21 March 2005. The shareholder register and the temporary shareholder list are available for examination at the customer service desk of the Finnish Central Securities Depository at the address Unioninkatu 32 B, 6th floor, Helsinki.
 
Registration
 
Shareholders wishing to attend the Annual General Meeting and exercise their voting rights must register with the company no later than on Tuesday, 22 March 2005 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 22 March at the latest.
 
 
 
Oulu, 9 March 2005
 
 
INCAP CORPORATION
Board of Directors
 
 
Juhani Hanninen
President and CEO
 
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
 
 
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.
 
Juha-Pekka Kallunki
D.Sc.(Econ.), born 1969.
Juha-Pekka Kallunki acts as professor of financial accounting at the University of Oulu, Faculty of Economics and Business. His specialty is the stock market activities, financial statement analysis and valuation of a firm. He has published several management books and dozens of international papers in accounting and financing. Juha-Pekka Kallunki has been a member of several corporate boards.  
 
 
Kalevi Laurila
B.Sc. (Eng.), Executive MBA, born 1947.
Kalevi Laurila has been a member of the Board of Directors of Incap since 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 and is through JMC Finance Oy one of the ten largest shareholders in Incap.
 
Timo Leinilä
M.Sc. (Eng.), born 1950.
Timo Leinilä was appointed to the Board of Directors of Incap Corporation in 2004. He has served as President and CEO of Perlos plc from 1997 to 2003. Prior to this he was managing director of the Metra Corporation subsidiary IDO Bathroom Ltd, and from 1976 to 1988 he was employed in various positions with Dalsbruk Oy Ab, a part of Rautaruukki, most recently as head of the Dalsbruk unit. Timo Leinilä serves on a number of corporate boards, notably, Perlos plc, Salcomp Oy and Evac Oy.
 
 
Sakari Nikkanen
Licentiate in Technology, born 1952.
Sakari Nikkanen was appointed to the Board of Directors of Incap Corporation in 2004. From 1996 to 2004 he has occupied various positions with Nokia Networks, notably, as head of the Radio Access business and as vice president in charge of developing long-term systems technology. Before joining Nokia, Sakar 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, most recently as president and CEO of the entire Group. At present, Sakari Nikkanen is a management consultant with Sanik Consulting Oy. He is also a member of several other corporate boards.
 
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 and acted as the Chairman of the Board since 2002. 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 Hansacon Oy, Salcomp Oy and Salora Oy. He is also a member of several other corporate boards. Jorma Terentjeff is one of the ten largest shareholders in Incap.
 
 
 
DISTRIBUTION
Helsinki Exchanges
Principal media