Incap - Company Announcement

Incap's financing negotiations to a favourable complete solution

Incap Corporation   Stock Exchange Release    22 May 2012 at 5:30 p.m.


INCAP'S FINANCING NEGOTIATIONS TO A FAVOURABLE COMPLETE SOLUTION

Incap Corporation has concluded its negotiations over a financing arrangement
focused on the extension of the current financing agreements, the granting of a
new bank loan and a rearrangement of the company's convertible loan. The
negotiated arrangement stabilises Incap's financing structure and strengthens
its working capital.

Sami Mykkänen, President and CEO of Incap Group: "I'm very satisfied with the
result of the negotiations. Because we negotiated over a number of elements with
a number of different parties, the negotiations were long and required many
stages. Now that the company's convertible loan has been arranged and the
financing required for operations is guaranteed, we can focus all of our efforts
on our key operations and their development."

Convertible loan

In 2007, Incap Corporation issued a convertible loan of EUR 6.75 million which
expires on 25 May 2012. The company has agreed upon re-financing for the
convertible loan so that a part of the convertible loan's holders converts it to
a new convertible loan, while the company redeems the loan share of the
remaining holders.

It has been agreed with some holders of the convertible loan that the company
issues a new convertible loan at a nominal value of EUR 2,916,000. According to
the key terms of the new convertible loan, the loan will expire through a single
instalment on 25 May 2017, and annual interest of 7% will be paid on the loan.
The new convertible loan's subscription price will be paid by converting the
loan shares of the 2007 convertible loan. During the loan conversion, the share-
specific subscription price will be determined so that the subscription price is
25% higher than the average volume-weighted exchange rate of the company's
shares over a period of two weeks prior to the issuance date of the loan.

In the redemption arrangement, the company redeems or purchases the loan shares
of the convertible loan's holders at a price of EUR 2,751,840. The redemption
price is in average 25% lower than the loan's nominal value. The loan shares to
be redeemed represent a total of EUR 3,834,000 of the convertible loan's capital
effective in 2007. The loan shares will be redeemed during 2012 following the
schedule agreed upon with the loan holders. Incap is planning to launch a share
issue by the end of 2012 to gain capital for the redemption of the convertible
loan.

Loan and other financing agreements

Incap's domestic financier banks have announced that they will renew the
company's current financing agreements expiring in May, and grant a new loan of
EUR 2.5 million for the company. Of the loan, EUR 1 million will be withdrawn in
near future and EUR 1.5 million can be withdrawn once the 2007 convertible loan
has been redeemed in full.

The financing agreements are valid until further notice. The agreements'
covenants include threshold values related to equity and net IBD/EBITDA. The
covenants will be reviewed for the first time in December 2012, and after that
by six-month review periods.

INCAP CORPORATION

Sami Mykkänen
President and CEO

Additional information:
Sami Mykkänen, President and CEO, tel. +358 40 559 9047
Kirsti Parvi, CFO, tel. +919 90 204 2813
Hannele Pöllä, Director, Communications and Investor Relations, 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 2011
amounted to around EUR 68.9 million, and the company currently employs
approximately 730 people. Incap's share is listed on the NASDAQ OMX Helsinki.
Additional information: www.incap.fi.

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