Notice to the Annual General Meeting

Incap Corporation Stock Exchange Release 23 March 2010 at 10 a.m.


NOTICE TO THE ANNUAL GENERAL MEETING


Notice is given to the shareholders of Incap Corporation to the Annual General Meeting to be held on Tuesday, 13 April 2010 at 3 p.m. at G.W. Sundmans’ conference venue at the address Eteläranta 16, 2nd floor, 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 2009, 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 Board of Directors will propose to the Annual General Meeting that no dividend be distributed for 2009 and that the loss for the financial year, a total of EUR 3,825,364.79, be transferred to retained earnings.


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 per cent 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 2009 and the annual fee to be paid for Chairman of the Board is EUR 48,000, for the Vice-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. There will be no fee paid for conference calls. 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 per cent 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 per cent of the shares and votes propose to the Annual General Meeting that of the present members of the Board of Directors, Kari Häyrinen, Kalevi Laurila, Susanna Miekk-oja and Lassi Noponen shall be re-elected to the Board of Directors and Raimo Helasmäki shall be elected as a new Director. The persons have given their consent to the election.


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 for the year 2010.


15. Amendment to the Articles of Association

The Board of Directors will propose to the Annual General Meeting that the company’s present Articles of Association be amended to comply with the Corporate Governance Code so that the notice of a General Meeting must be delivered a minimum of 21 days before the date of the General meeting instead of 17 days as stated in the present Articles of Association. After the amendment, the Article 9 Notice of a General Meeting of shareholders would read as follows: “The notice of a General Meeting of shareholders shall be published in a newspaper with national distribution specified by the Board or on the company’s website. The notice must be delivered a maximum of two (2) months and a minimum of twenty-one (21) days before the date of the General Meeting of shareholders.”


16. Proposal of the Board of Directors for a directed share issue

The Board of Directors will propose to the Annual General Meeting that the company’s share capital will be increased by issuing a maximum of 2,000,000 new shares, waiving the shareholders’ pre-emptive rights, by offering subscription right to the Board of Directors, the President and CEO and the members of the management team as well as to those of existing shareholders, who hold at least 100,000 shares on 13 April 2010 when the subscription period begins.


The Board of Directors, the President and CEO and the members of the management team are altogether entitled to subscribe for 300,000 new shares. They shall use their subscription right by 20 April 2010 at the latest, after which the unsubscribed shares can be subscribed by others.


17. 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 will propose to the Annual General Meeting that it authorise the Board of Directors to decide, within one year of the Annual General Meeting, on increasing the share capital through one or more rights issues so that the total number of new shares to be subscribed for on the basis of the authorisation is a maximum of 1,500,000 shares.


The authorisation includes the right to deviate from shareholders’ pre-emptive subscription rights and to decide on subscription prices and other terms and conditions of subscription. Shareholders’ pre-emptive rights can be deviated providing that, from the company’s standpoint, there is a weighty economic reason for doing so, such as the development of the company’s business operations, the financing of M&A arrangements, an arrangement related to capital funding or personnel policy reasons. The Board of Directors shall have the right to decide that shares can be subscribed for through a contribution in kind, by way of offsetting rights or otherwise subject to certain conditions.


18. Other eventual proposals to the Annual General Meeting


19. 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 no later than 26 March 2010.


The proposals of the Board of Directors 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 27 April 2010.


C. Instructions for the participants in the General Meeting


1. The right to participate and registration

Each shareholder, who is registered on 30 March 2010 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, 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 Wednesday 7 April 2010 at 4 p.m. by giving a prior notice of participation. Such notice can be given:

a) by e-mail (laura.kuusela@incap.fi);

b) by telephone +358 40 509 4757;

c) by telefax +358 10 612 5680; or

d) by regular mail to Incap Corporation/AGM, Valuraudankuja 6, 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.


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.


2. 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. Possible proxy documents should be delivered in originals to Incap Corporation/Laura Kuusela, Valuraudankuja 6, 00700 Helsinki before the last date for registration.


3. Holders of nominee registered shares

A holder of nominee registered shares, who wants to participate in the General Meeting, must be entered into the shareholders’ register of the company on 8 April 2010 at 10 a.m. at the latest. 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.


4. Other instructions and information

On the date of this notice to the Annual General Meeting, 23 March 2010, the total number of shares and votes in Incap Corporation is 12,180,880.


In Helsinki, 23 March 2010


INCAP CORPORATION

Board of Directors


Further information:

Sami Mykkänen, President and CEO, Tel. +358 40 559 9047

Eeva Vaajoensuu, CFO, Tel. +358 40 763 6570

Hannele Pöllä, Director, Communications and HR, Tel. +358 40 504 8296


DISTRIBUTION

NASDAQ OMX Helsinki Ltd

Principal media

www.incap.fi


ANNEXES

Introduction of Raimo Helasmäki, a new member proposed to the Board of Directors

The proposal of the Board of Directors for a directed share issue


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 and India. The Group’s revenue in 2009 amounted to EUR 70 million and the company currently employs approximately 780 people. Incap’s share is listed on the NASDAQ OMX Helsinki. Additional information: www.incap.fi.


ANNEX 1

Introduction of Raimo Helasmäki, a new member proposed to the Board of Directors


Raimo Helasmäki, M.Sc. (Mechanical Engineering), born 1963, works as Executive Vice President of Small Caliber Division at the Scandinavian Nammo Group and as President of Nammo Lapua Oy. Previously, during 2001-2006 he has worked as the Managing Director of Esmi Oy, part of Schneider Electric Group, and during 2000-2001 as Marketing Director of TAC Finland Oy. Raimo Helasmäki serves as the Chairman of the Board in the Nammo group companies in Sweden and Germany and also as a member of the board at Heatterm Group. Until 2006 he has also been a board member in Esmi Oy subsidiaries.



ANNEX 2

The proposal of the Board of Directors for a directed share issue


The Board of Directors proposes to the Annual General Meeting that the share capital be increased with a directed share issue as follows:


1. Increase of share capital and the number of new shares

The Board of Directors proposes to the Annual General Meeting that the company’s share capital will be increased by issuing a maximum of 2,000,000 new shares.


The Board of Directors has an authorisation given by the Annual General Meeting in 2009 on increasing the share capital through one or more rights issues so that the total number of new shares to be subscribed for is a maximum of 1,200,000 shares. This authorisation will expire on 3 April 2010 and will not be used.


2. Right to subscribe new shares

The Board of Directors will propose to the General Meeting that the new shares will be issued, waiving the shareholders’ pre-emptive rights, by offering subscription right to the Board of Directors, the President and CEO and the members of the management team as well as to those of existing shareholders who hold at least 100,000 shares on 13 April 2010 when the subscription period starts.


The Board of Directors, the President and CEO and the members of the management team have altogether a right to subscribe for 300,000 new shares and they shall use the subscription right by 20 April 2010 at the latest, after which unused subscription rights can be used by the above-mentioned major shareholders.


The Board of Directors shall decide on the division of subscription rights to the members of the management team and the President and CEO.


3. Weighty economic reason

It is proposed that the shareholders’ pre-emptive rights be deviated, because the directed share issue is meant for:


    • being a part of commitment system for the President and CEO and the management team

    • strengthening the financing structure of the company with a quick and affordable arrangement

    • financing the development of company’s business operations


With these grounds there is a weighty economic reason for the company to deviate from the shareholders’ pre-emptive subscription right.


4. Payment of subscription price

The subscription price to be paid to the company for each share is the volume-weighted average price of the share on 1-31 March 2010 in the NASDAQ OMX Helsinki Oy. Payable amount will be registered in full in the reserve of invested unrestricted equity.


5. Basis for definition of subscription price

The average share price in March 2010 in NASDAQ OMX Helsinki Oy is a market price, and therefore the subscription price does not offend the equality of shareholders.


6. Subscription period

Subscription right shall be exercised on 13-27 April 2010.


7. Payment period of the shares

The subscription price for each share shall be paid in full to the company’s bank account on 30 April 2010 at the latest.


8. Registration of subscriptions

The shares will be registered by entering them into a subscription list in the company’s headquarters at the address Valuraudankuja 6, 00700 Helsinki or in another way informed by the company.


9. Rights of the new shares

New shares are entitled to dividend as from the date of the registration of the share capital increase.


10. Other issues relating to the increase of share capital
The Board of Directors is authorised to decide on the division of subscription rights among the subscribers in case of eventual oversubscription of shares as well as on any other issues relating to the increase of share capital.


INCAP CORPORATION

Board of Directors