Incap - Decisions of general meeting

DECISIONS OF INCAP CORPORATION'S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS

Incap Corporation   Stock Exchange Release   3 April 2009, 6.30
p.m.

Incap Corporation's Annual General Meeting was held on 3 April 2009
in Helsinki.

Adoption of the annual accounts, resolution on the use of the profit
shown on the balance sheet

The Annual General Meeting adopted the annual accounts for the
financial year ending on 31 December 2008. The Annual General Meeting
decided that no dividend be distributed for 2008 and that the loss
for the financial year, a total of EUR 3,908,068.33 be transferred to
retained earnings. The Board of Directors and the President and CEOs
were discharged from liability.

Remuneration of the members of the Board of Directors and the auditor

The Annual General Meeting decided that the fees paid for the Board
members stay the same 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. There will be no fee paid for conference
calls. The auditor is remunerated against invoice.

Appointment of members of the Board of Directors and the auditor

The Annual General Meeting decided that the number of members of the
Board of Directors is 5 and re-elected Jukka Harju, Kari Häyrinen,
Kalevi Laurila and Susanna Miekk-oja, and Lassi Noponen as a new
member to seats on the Board of Directors. Ernst & Young was
re-elected as the company's auditor.

Authorisation of the Board of Directors to decide on the issuance of
shares as well as the issuance of other special rights entitling to
shares

The Annual General Meeting authorised 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 1,200,000 shares.

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. 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 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.

First meeting of the new Board

The new Board of Directors held a meeting after the Annual General
Meeting and elected Kalevi Laurila as the Chairman of the Board and
Susanna Miekk-oja as the Vice-Chairman of the Board.


INCAP CORPORATION

Sami Mykkänen
President and CEO

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

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 new competitiveness as a strategic partner.
Incap has operations in Finland, Estonia and India. The Group's
revenue in 2008 amounted to EUR 94 million and the company currently
employs approximately 730 people. Incap's share is listed on the
NASDAQ OMX Helsinki. Additional information: www.incap.fi.