Incap - Decisions of general meeting

Resolutions of Incap Corporation's Annual General Meeting and the Board of Directors

Incap Corporation
Stock Exchange Release   31 March 2015 at 8:15 p.m. (EET)

RESOLUTIONS OF INCAP CORPORATION'S ANNUAL GENERAL MEETING AND THE BOARD OF
DIRECTORS

Incap Corporation's Annual General Meeting was held on 31 March 2015 in
Helsinki. A total of 15 shareholders participated in the meeting, representing
69.4% of all shares and votes of the company.


Adoption of the annual accounts and resolution on the use of the profit shown on
the balance sheet and the payment of dividends
The Annual General Meeting adopted the annual accounts for the financial period
ending on 31 December 2014. The Annual General Meeting resolved in accordance
with the Board's proposal that no dividend be paid and that the parent company's
loss for the financial period (EUR 2,677,306.56) be recognised in equity. The
Annual General Meeting resolved to discharge the members of the Board of
Directors and the President and CEOs from liability.

Remuneration of the members of the Board of Directors and the Auditor
The Annual General Meeting resolved that the fees paid for the members of the
Board of Directors shall be as follows: the annual fee to be paid for Chairman
of the Board is EUR 15,000 and for the Board members EUR 10,000 and it shall be
paid in month-by-month. There will be no separate fee for each meeting. Eventual
travel expenses will be compensated according to the travel regulations of the
company.

The Annual General Meeting resolved that the auditor is paid against a
reasonable invoice.

Resolution on the number of members of the Board of Directors and election of
members of the Board of Directors and the Auditor
The Annual General Meeting resolved that the number of members of the Board of
Directors is five (5). The Annual General Meeting re-elected Fredrik Berghel,
Olle Hulteberg and Susanna Miekk-oja as Board members and elected Rainer
Toiminen and Carl-Gustaf von Troil as new members to the Board of Directors.

The Annual General Meeting re-elected the firm of independent accountants Ernst& Young Oy as the company's auditor. The auditing firm has informed that the
principal auditor will be Jari Karppinen, Authorised Public Accountant.

Reduction of share capital to cover losses and to transfer funds to unrestricted
equity reserves
The Annual General Meeting resolved to reduce the share capital of the company
from the present EUR 20,486,769.50 by EUR 19,486,769.50 to cover the losses and
to transfer funds to unrestricted equity reserves as follows:

The losses accumulated before and on the financial period ending on 31 December
2014 will be covered by decreasing the unrestricted equity reserve by EUR
14,621,937.92, by decreasing the share premium account by EUR 44,316.59 and by
decreasing the share capital by EUR 12,528,512.06.

After covering the losses the remaining share capital will further be decreased
by EUR 6,958,257.44 by transferring the funds to the unrestricted equity
reserve.

After these measures the new share capital of the company will be EUR 1,000,000
and the unrestricted equity reserve will be EUR 6,958,257.44. The parent
company's equity will accordingly exceed the level set in the Companies Act,
chapter 20, section 23.

Covering the losses will clarify the parent company's balance sheet structure
and improve the ratio between the company's equity and share capital. The
arrangement will be implemented in accordance with the creditor protection
procedure as regulated in the Companies Act, chapter 14, sections 3-5.
Furthermore, distributions to shareholders during the three years following the
registration of the reduction of share capital are restricted.

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 Annual General Meeting authorised the Board of Directors to decide to issue
a maximum of 10,911,403 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 will 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 authorisation is valid for one year from the Annual General Meeting.

First meeting of the Board of Directors
The Board of Directors elected in the Annual General Meeting held its organising
meeting after the Annual General Meeting and elected amongst its number Olle
Hulteberg as the Chairman of the Board.

The minutes of the Annual General Meeting will be available on Incap
Corporation's website as from 14 April 2015.


INCAP CORPORATION

Ville Vuori
President and CEO


Further information:
Ville Vuori, President and CEO, tel. +358 400 369 438
Kirsti Parvi, CFO, tel. +358 50 517 4569

Distribution :
NASDAQ OMX Helsinki Ltd
Principal media
www.incap.fi



INCAP IN BRIEF
Incap Corporation is an international contract manufacturer whose comprehensive
services cover the entire life-cycle of electromechanical products from design
and sourcing to actual manufacture and further to maintenance services. Incap's
customers are leading suppliers of high-technology equipment in their own
business segments, and Incap increases their competitiveness as a strategic
partner. Incap has operations in Finland, Estonia, India and China and the
company currently employs approximately 380 people. Incap's share has been
listed on the NASDAQ OMX Helsinki Ltd since 1997. Additional information:
www.incapcorp.com.




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