Incap - Notice to general meeting

Incap Oyj :Notice to the Annual General Meeting

Incap Corporation
Stock Exchange Release   18 March 2013 at 4 p.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 Wednesday, 10 April 2013 at 3 p.m. at Hotel Kämp at the
address Pohjoisesplanadi 29, 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 2012
- 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 parent company's loss for the financial period totalled EUR 5,505,693.92.
The Board will propose to the Annual General Meeting  on 10 April 2013 that no
dividend be paid and the loss for the financial period be recognised in equity.

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% 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 2012 as follows: the annual fee to be paid for
Chairman of the Board is EUR 48,000, for the Deputy 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 in the meeting. 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% 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% of the shares and votes propose to the
Annual General Meeting that of the present members of the Board of Directors
Raimo Helasmäki, Matti Jaakola, Susanna Miekk-oja and Lassi Noponen shall be re-
elected  and Janne Laurila be elected as a new member to the Board of Directors.
The persons have given their consent to the election. The members of the Board
of Directors will be elected for a period ending in the first Annual General
Meeting following the Annual General Meeting, in which they were elected. Kalevi
Laurila, who has acted as Board member as from the year 2002 has announced that
he will not stand for re-election as a Board member.

The proposed new member of the Board of Directors, Janne Laurila (born in 1987)
is entrepreneur and physical education instructor. He has served as a member of
the Board of Directors of JMC Finance Oy since 2008. He has gained experience in
construction and physical exercise business in different positions. He has
participated in the operational development of the Parkour Academy of Finland
during 2009-2011, among others. He has been involved in entrepreneuship since
1997.

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. The auditing firm has
informed that the principal auditor would be Jari Karppinen, Authorised Public
Accountant. The auditor will be elected for a period ending in the first Annual
General Meeting following the Annual General Meeting, in which it was elected.

15. Ascertaining the financial position of the company and measures to remedy
the company's financial position
Following the write-down on deferred tax assets in the financial statements for
2012 the equity of Incap Group's parent company decreases to less than one half
of the share capital, and because of this the Board of Directors is - according
to the Companies Act, chapter 20, section 23, paragraph 3 - proposing that the
Annual General Meeting shall consider the financial position of the company and
decide on eventual measures to remedy it.

16. 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 proposes that the Annual General Meeting authorise the
Board of Directors to decide to issue a maximum of 300,000,000 new shares either
against payment or without payment.

The new shares may be issued to the company's shareholders in proportion to
their current shareholdings in the company or deviating from the shareholders'
pre-emptive right through one or more directed share issue, if the company has a
weighty financial reason to do so, such as developing the company's equity
structure, implementing mergers and acquisitions or other restructuring measures
aimed at developing the company's business, financing of investments and
operations or using the shares as a part of the company's remuneration and
compensation system. The Board of Directors would decide upon terms and scope
related to share issues.

Based on the authorisation, the Board of Directors can pursuant to chapter 10,
section 1 of the Companies Act, also decide on issuing other special rights
entitling to new shares of the company.

The subscription price of the new shares can be recorded partly or fully to the
invested unrestricted equity reserves or to equity according to the decision of
the Board of Directors.

The Board of Directors is entitled to decide on conditions regarding the
issuance of shares as well as the issuance of other special rights entitling to
shares.

The proposed authorisations would be valid for one year from the Annual General
Meeting.

17. 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 on 19 March 2013.

The proposals 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 23 April 2013.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration
Each shareholder, who is registered on 27 March 2013 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 in Finland, 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 Friday, 5 April 2013 at 4 p.m. by giving a
prior notice of participation.

Such notice can be given:
a) by e-mail (pii.ahtiainen@incap.fi);
b) by telephone +358 40 347 2124/Pii Ahtiainen;
c) by fax +358 9 224 4095; or
d) by mail to Incap Corporation/AGM, Valuraudankuja 7, 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. The
shareholder, his/her authorised representative or proxy representative shall,
where necessary, be able to prove his/her identity and/or right of
representation in the meeting.

2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting would be entitled to be registered in the
shareholders' register of the company held by Euroclear Finland Ltd. The right
to participate in the General Meeting requires, in addition, that the
shareholder on the basis of such shares has been registered into the temporary
shareholders' register held by Euroclear Finland Ltd. by 5 April 2013 by 10 a.m.
at the latest. As to the nominee registered shares, this constitutes a due
registration for the General Meeting.

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.

3. 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. Eventual
proxy documents should be delivered in originals to Incap Corporation/Pii
Ahtiainen, Valuraudankuja 7, 00700 Helsinki before the last date for
registration.

4. Other instructions and information
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.

On the date of this notice to the Annual General Meeting, the total number of
shares and votes in Incap Corporation is 22,546,266.

In Helsinki, 18 March 2013

INCAP CORPORATION
Board of Directors

Further information:
Sami Mykkänen, President and CEO, tel. +358 40 559 9047
Kirsti Parvi, CFO, tel. +358 50 517 4569
Hannele Pöllä, Director, Communications, tel. +358 40 504 8296

DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Principal media
www.incap.fi

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, India and China. The Group's revenue in 2012
amounted to EUR 64.1 million and the company currently employs approximately
610 people. Incap's share is listed on the NASDAQ OMX Helsinki. Additional
information: www.incap.fi.

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