Incap - Corporate Action

Incap Corporation to arrange rights issue of approx. 2.2 MEUR in relation to which the company has received conditional subscription commitments amounting to approx. 1.4 MEUR

Incap Corporation
Stock Exchange Release    25 May 2015 at 10.45 (EET)

INCAP CORPORATION TO ARRANGE RIGHTS ISSUE OF APPROXIMATELY 2.2 MEUR IN RELATION
TO WHICH THE COMPANY HAS RECEIVED CONDITIONAL SUBSCRIPTION COMMITMENTS AMOUNTING
TO APPROXIMATELY 1.4 MEUR

The information in this stock exchange release is not intended to be disclosed
or distributed, directly or indirectly partly or in whole, in Australia, Canada,
Hong Kong, Japan, New Zealand, Singapore, South Africa or in the United States
or in any other country where the disclosure or distribution of this stock
exchange release would be contrary to law.


The Board of Directors of Incap Corporation (the "Company") has today resolved
on the rights issue of approximately 2,2 MEUR to its shareholders, and on the
terms and conditions for the share issue (the "Share Issue"). In the Share
Issue, the Company offers to its shareholders based on the pre-emptive
subscription right of the shareholders at the most 109,114,035 new Company
shares (the "New Shares") for subscription. The Share Issue is carried out in
order to strengthen the Company's working capital and capital structure as well
as to fulfil the demand of funding required for the growth of the Company.

The CEO of Incap Ville Vuori says: "The structural measures we have taken have
led Incap to the right direction: our revenue has grown well in the first
quarter of 2015, and in the second quarter of 2014 our EBIT turned positive. The
EBIT in the first quarter of 2015 already exceeded 9 per cent of revenue. The
growth and improved profitability have rebuilt trust towards the company among
all our stakeholders. With the funds acquired through this Share Issue, we will
secure further business growth, for which we have now laid a very solid base."

The subscription price for the New Share in the Share Issue is 0.02 EUR per
share (the "Subscription Price"). The Subscription Price has been defined in a
way that it takes into account the share price of the Company, the need for
financing of the Company and the alternatives available for satisfying such
need. The Subscription Price for the Share Issue shall in whole be entered into
the fund of the invested unrestricted equity of the Company.

In the Share Issue the New Shares are offered to the Company's shareholders for
subscription in proportion to their shareholdings in the Company on the Share
Issue's record date on 27 May 2015 (the "Record Date"). A Company's shareholder
who is registered in the Company's shareholders' register maintained by
Euroclear Finland Ltd on the Record Date or as regards the nominee-registered
shares, the shareholder on whose behalf the shares are recorded in the
shareholder's register on the Record Date, will automatically receive one (1)
freely transferable Preferred Subscription Right (as defined below) in the form
of electronic book-entry entitling to subscribe for a New Share for each Company
share held on the Record Date. The Company's shareholder or the person or
entity, to which the Preferred Subscription Rights have been transferred, is
entitled to subscribe the New Shares in accordance with the Subscription Ratio
as described below in more detail (the "Preferred Subscription Right").

The Company's shareholder, who is registered in the Company's shareholders'
register on the Record Date or as regards the nominee-registered shares, the
shareholder on whose behalf the shares are recorded in the shareholders'
register on the Record Date, and who has fully used its Preferred Subscription
Right, is entitled to subscribe for the New Shares that have not been subscribed
on the basis of the Preferred Subscription Right (the "Secondary Subscription
Right"). The Secondary Subscription Right is not transferable. (The Preferred
Subscription Right and the Secondary Subscription Right hereinafter together the"Subscription Right").

The holder of the Preferred Subscription Right is entitled to subscribe with one
(1) Preferred Subscription Right one (1) New Share (the "Subscription Ratio").

The Preferred Subscription Rights are freely negotiable and subject to public
trading on the official list of NASDAQ OMX Helsinki Ltd (Helsinki Stock
Exchange) during the period between 1 June 2015 and 15 June 2015. The ISIN code
of the Preferred Subscription Rights is FI4000153994 and the trading symbol is
ICP1VU0115.

The subscription period for the Share Issue shall begin on 1 June, 2015 at 9:30
and end on 22 June 2015 at 16:00 (the "Subscription Period"). The Subscription
Rights that have not been used by the end of the Subscription Period shall
expire with no value.

The Company will disclose the final result of the Share Issue through a stock
exchange release after the Company's Board of Directors has approved the
subscriptions on or about 24 June 2015.

The Board of Directors shall resolve on other matters related to the Share Issue
and on any practical measures related thereto.

The terms and conditions for the Share Issue are attached to this stock exchange
release.

Inission AB, Oy Etra Invest Ab and Ilmarinen Mutual Pension Insurance Company of
the current shareholders of the Company have committed to subscribe for New
Shares in accordance with the terms and conditions of the Share Issue by
subscribing for such number of the New Shares that corresponds to their pro rata
proportions of the Company's outstanding shares provided that the Subscription
Period expires latest by the end of August 2015. The subscription commitments
cover approximately 64 per cent of the New Shares and approximately 1.4 million
euro of the maximum amount of the Share Issue.

Pursuant to the information received by the Company, Inission AB has applied for
exemption from the duty to make a mandatory public tender offer in accordance
with the Finnish Securities Markets Act (746/14.12.2012, as amended) even if its
ownership based on the use of its Preferred Subscription Rights within the Share
Issue would exceed 50 per cent of the votes related to all the shares of the
Company. Pursuant to Inission AB, it anticipates to receive a ruling to its
application on or about today on 25 May 2015.

With relation to the Share Issue, the Company has submitted a Finnish language
prospectus drafted in accordance with the Finnish Securities Markets Act
(746/2012, as amended) to the Financial Supervisory Authority for approval. The
Company expects to receive the approval on or about today. The Company will
separately disclose the approval of the prospectus and its availability.

Jonver Capital Oy acts as the financial advisor and Bird & Bird Attorneys Ltd.
acts as the legal advisor to Incap in the Share Issue.

To be noted:

This stock exchange release must not be interpreted as a direct or indirect
offer to sell or acquire the securities, and none of the securities will be sold
in areas where it is contrary to law to offer, acquire or sell securities before
the registration of such securities or before an exception has been granted or
an approval has been issued in accordance with the applicable securities
legislation.

The information of this stock exchange release does not constitute an offer to
sell securities in the United States, and securities subject to this release
shall not be offered or sold in the United States unless they have been
registered in accordance with the Securities Act of 1933 (including amendments)
and provisions and regulations issued under the Act or unless the registration
requirement has been waived. No offer to sell the securities or no part of such
offer is or will be registered in the United States, and the securities will not
be offered to the public in the United States.

In Helsinki, 25 May 2015

INCAP CORPORATION
Board of Directors



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.incapcorp.com



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



APPENDIX: TERMS AND CONDITIONS OF THE SHARE ISSUE

Unofficial translation from the original Finnish language terms and conditions
of the Share Issue


TERMS AND CONDITIONS OF THE SHARE ISSUE

The Company's Extraordinary General Meeting's share issue authorization on 7 May
2015

Based on the decision of the Extraordinary General Meeting of the Company held
on 7 May 2015, the Company's Board of Directors has been granted an
authorization pursuant to which the Company's Board of Directors is authorized
to decide on a share issue to the shareholders of the Company in proportion to
the current shareholdings in the Company (rights issue) so that the maximum
number of new shares to be issued based on the authorization is 109,114,035 new
shares of the Company. The Board of Directors is entitled to decide on any other
terms and conditions of the share issue.

The authorization remains in force until one year as of the resolution of the
General Meeting. The authorization does not revoke the earlier authorizations
for share issues.

Board of Director's decision on the Share Issue

The Board of Directors has resolved on 25 May 2015 on a share issue (the "Share
Issue") pursuant to the authorization granted to it by the Extraordinary General
Meeting of the Company on 7 May 2015. In the Share Issue, the Company will offer
a maximum of 109,114,035 new shares of the Company (the "New Shares") for the
Company's existing shareholders for subscription in accordance with the terms
and conditions of the Share Issue set out below. The Company has disclosed the
terms and conditions of the Share Issue through stock exchange release on 25 May
2015.

Grounds for the Share Issue and the use of the profits

The maximum amount of the Share Issue is EUR 2,182,280.70.

The Share Issue is carried out in order to strengthen the Company's working
capital and capital structure as well as to fulfil the demand of funding
required for the growth of the Company.



Preferred Subscription Right

The New Shares are offered to the Company's shareholders for subscription in
proportion to their shareholdings in the Company on the Share Issue's record
date of 27 May 2015 (the "Record Date").

A Company shareholder who is registered in the Company's shareholders' register
maintained by Euroclear Finland Ltd on the Record Date or as regards the
nominee-registered shares, the shareholder on whose behalf the shares are
recorded in the shareholder's register on the Record Date will automatically
receive one (1) freely transferable Preferred Subscription Right (as defined
below) in the form of electronic book-entry entitling to subscribe for a New
Share for each Company share held on the Record Date.

The Company's shareholder or the person or entity, to which the Preferred
Subscription Rights have been transferred, is entitled to subscribe for the New
Shares in accordance with the Subscription Ratio as described below in more
detail (the "Preferred Subscription Right").

Secondary Subscription Right

The Company's shareholder, which is registered in the Company's shareholders'
register on the Record Date or as regards the nominee-registered shares, the
shareholder on whose behalf the shares are recorded in the shareholder's
register on the Record Date, and who has fully used its Preferred Subscription
Right, is entitled to subscribe for the New Shares that have not been subscribed
on the basis of the Preferred Subscription Right (the "Secondary Subscription
Right"). The Secondary Subscription Right is not transferable. (The Preferred
Subscription Right and the Secondary Subscription Right hereinafter together"Subscription Right").

Subscription Ratio

The holder of the Preferred Subscription Right is entitled to subscribe with one
(1) Preferred Subscription Right one (1) New Share (the "Subscription Ratio").

Subscription Price

The subscription price of a New Share is EUR 0.02 per New Share (the"Subscription Price") in the Share Issue. The Subscription Price is defined in
such a way that it takes into account the Company's share's market price, the
Company's financial needs and the options available to the Company to satisfy
those needs.

The maximum amount of new equity collected through the Share Issue is EUR
2,182,280.70.

The Subscription Price will be recorded in the invested unrestricted equity
reserve of the Company in its entirety.

The Subscription Price includes a discount of approximately 80 per cent in
comparison to the Company's share's closing rate EUR 0.02 in NASDAQ OMX Helsinki
Oy (Helsinki Stock Exchange) on 22 May 2015, the preceding trading day of the
decision of the Share Issue.

Subscription Period

The Subscription Period under the Preferred Subscription Right and under the
Secondary Subscription Right will commence on 1 June 2015 at 9:30 am and end on
22 June 2015 at 4:00 pm (the "Subscription Period"). In order to take part in
the Share Issue, the holder of the Subscription Right shall give its
subscription order in accordance with the instructions of its book-entry account
operator. In the event a shareholder does not receive instructions through its
book-entry account operator, the shareholder shall contact FIM Sijoituspalvelut
Oy acting as subscription venue, to give the subscription order. Book-entry
account operators, who have agreed with FIM Sijoituspalvelut Oy on the
forwarding of their customers' subscriptions, receive the subscription orders
during their office hours and can set a separate deadline for the subscription,
which is prior to the expiry of the Subscription Period.

The Subscription Right holder must pay special attention to the fact that the
Subscription Right holder gives the instructions regarding the Share Issue to
the holder's book-entry account operator in compliance with the set time limits.
Some book-entry account operators tend to sell the unused Preferred Subscription
Rights on behalf of their clients on the basis of the asset management
agreements on the Helsinki Stock Exchange. Thus, they may instruct their clients
to give their subscription orders in good time before the end of the period for
public trading of the Preferred Subscription Rights. In particular, when
purchasing Preferred Subscription Rights near the end of the Subscription
Period, the subscription order should be given in connection with the buying
order. The Subscription Rights that are unused after the Subscription Period
will lapse without value.

The Company's Board of Directors is entitled to resolve on the extension for the
Subscription Period during the Subscription Period or during the extended
Subscription Period.

Subscription venue

The Subscription venue for both the Preferred and Secondary Subscription Rights
is the customer service of FIM Sijoituspalvelut Oy during its office hours,
phone +358 (0)9 6134 6250. Incoming calls for Customer Service are recorded.

Also the book-entry account operators that have agreed with FIM Sijoituspalvelut
Oy on the forwarding of their customers' subscriptions receive the Share Issue's
Preferred Subscription Right and Secondary Subscription Right subscription
orders.

Exercise of Subscription Right and the payment

A holder of the Subscription Right may participate to the Share Issue by
subscribing for the New Shares by using the Subscription Rights on holder's
book-entry account and by paying the Subscription Price therefor.

In order to make the subscription, the holder of the Subscription Rights shall
make a subscription order in accordance with the instructions of its own book-
entry account operator, or if the holder does not get the subscription
instructions from the holder's book-entry account operator, the holder should be
in contact with the subscription venue specified in these terms of the Share
Issue in order to make the subscription.

Other investors participating in the Share Issue, including the holders of the
Preferred Subscription Rights that are purchased from the Helsinki Stock
Exchange, shall give the subscription order in accordance with the instructions
given by the holder's own securities custodian or book-entry account operator.
Those shareholders and other investors participating in the Share Issue, whose
shares or Preferred Subscription Rights are registered in the nominee's or other
custodian's name, must make the subscription order according to the instructions
provided by its own nominee.

Subscription orders should be given on the book-entry account basis.

A subscription made on the basis of Preferred Subscription Right and Secondary
Subscription Right is binding and cannot be altered, revoked, withdrawn or
cancelled in other situations than in accordance with the terms and conditions
of the Share Issue described in the section "Cancellation of subscriptions in
certain circumstances".

The Subscription Rights which have not been used before the expiry of the
Subscription Period, 22 June 2015 at 4:00 pm, will expire with no value.

The Subscription Price must be paid in its entirety in connection with the
making of subscription according to the instructions given by the subscription
venue or the book-entry account operator.

Cancellation of Subscriptions in certain circumstances

In accordance with the Finnish Securities Markets Act (14.12.2012/746, as
amended), the error or defect in the prospectus or material new information
which comes out after the approval of the prospectus but before the end of
validity of the tender or taking security into the public trading in the
regulated market and which could be of material importance to investors, has to
be brought to public's notice by publishing the amendment or supplement of the
prospectus in the same way as the prospectus. Investors, who have committed to
subscribe or purchase the securities prior the publishing of the amendment or
supplement of the prospectus, are entitled to cancel their decisions within the
time limit which is a minimum of two (2) business days from the publication of
the amendment or supplement. The condition for the use of the cancellation right
is, in addition, that the above-mentioned error, defect or material new
information has come out prior to the securities having been delivered to the
investors.

The Company will report the actions relating to the cancellation by the stock
exchange release simultaneously with the possible supplement of the prospectus
(the "Prospectus").

Transferability and public trading of the Subscription Rights

The Preferred Subscription Rights are freely assignable during the whole
Subscription Period. Public trading of the Preferred Subscription Rights on the
Helsinki Stock Exchange will commence on 1 June 2015 and expire on 15 June
2015. Trading is possible within the standard trading hours. The price of the
Preferred Subscription Rights in the Helsinki Stock Exchange will be determined
by the prevailing market conditions. The Preferred Subscription Rights can be
acquired or transferred by giving a sell or purchase assignment to one's own
custodian or book-entry account operator or to any securities broker.

The ISIN code of the Preferred Subscription Rights is FI4000153994 and the
trading symbol is ICP1VU0115.

Approval of the subscriptions and publications of the final result of the Share
Issue

The Board of Directors of the Company will approve all the subscriptions made on
the basis of Preferred Subscription Rights in accordance with the terms and
conditions of the Share Issue and applicable laws and regulations which are
valid in the expiration of the Subscription Period.

In the over-subscription situation regarding the subscriptions made on the basis
of the Secondary Subscription Rights, the subscriptions of the Company's those
shareholders (including shareholders whose shares are nominee-registered) who
have fully used their Preferred Subscription Rights will be approved in
proportion to their shareholdings in the Company on the Record Date, up to the
maximum amount of their subscriptions. No interest will be paid for the
refundable payments in the over-subscription situation of the subscriptions made
on the basis of the Secondary Subscription Rights or otherwise. Payments will be
refunded approximately during three (3) business days from the disclosure of the
final result of the Share Issue.

The Company will publish the final result of the Share Issue through a stock
exchange release after the Company's Board of Directors has approved the
subscriptions on or about 24 June 2015. No confirmation letters of approval or
rejection of subscriptions will be sent except for the acceptance letter sent
approximately on 25 June 2015 on the basis of the subscriptions made by the
Secondary Subscription Rights.

Registration of the New Shares to the Trade Register, recording New Shares to
book-entry accounts and trading of the New Shares

The New Shares acceptably subscribed by the Subscription Rights will be issued
in book-entry form in the book-entry securities system maintained by Euroclear
Finland Ltd. The New Shares subscribed on the basis of Preferred Subscription
Rights will be recorded to subscriber's book-entry account as interim shares
representing the New Shares (the "Interim Shares") after subscription.

Trading of the Interim Shares representing the New Shares will commence on the
Helsinki Stock Exchange as a separate class of shares approximately on 23 June
2015, on the first business day after the expiration of Subscription Period (or
extended Subscription Period). The ISIN code of the Interim Shares is
FI4000154000 and the trading symbol is ICP1VN0115. The Interim Shares will be
combined with the Company's present class of shares (the ISIN code FI0009006407,
trading symbol ICP1V) when the New Shares have been registered to the Trade
Register. Such combination is expected to occur on or about 30 June 2015.

The New Shares subscribed and paid in the Share Issue will be registered to the
Trade Register by the Company's Board of Directors on or about 29 June 2015 and
brought to public trading on or about 1 July 2015.

Payments and expenses

No transfer tax is payable on the subscription of the New Shares. Book-entry
account operators and securities brokers who exercise assignments regarding the
Subscription Rights may charge a brokerage fee for these assignments in
accordance with their own price lists. Book-entry account operators may also
charge a fee for the maintenance of the book-entry account and the custody of
shares in accordance with their price list.

Shareholder Rights

The New Shares will carry the right to receive full dividends possibly paid by
the Company and the other shareholder rights in the Company from the
registration of the New Shares to the Trade Register on or about 29 June 2015.

Foreign shareholders

The Company has not undertaken any measures to register or qualify Subscription
Rights, Interim Shares, New Shares or Share Issue or to offer New Shares
somewhere else than in Finland nor will the New shares be offered to persons
whose participation in the Share Issue would require a separate prospectus or
other measures than those required by the Finnish law. The legislations of some
countries may set limits for participation in the Share Issue. The Company and
its advisers require that persons who possess these terms and conditions of the
Share Issue or prospectus drafted for the Share Issue shall obtain relevant
information concerning these restrictions and that they shall follow them. The
Company or its advisers shall not be liable if the persons who possess these
terms and conditions of the Share Issue or the prospectus break these
restrictions regardless of whether these persons are potential subscribers of
New Shares directly on the basis of Subscription Rights given to them or whether
they have acquired the Subscription Rights in public trading.

Available documents

The documents related to the Share Issue are available as of 25 May 2015 on the
Company's website: www.incapcorp.com/investors-f/.

Applicable law and dispute resolution

The Share Issue, Subscription Rights, Interim Shares and New Shares shall be
governed by Finnish law. Any disputes arising out of or in connection with the
Share Issue will be settled by the court of competent jurisdiction in Finland.

Other Issues

The Board of Directors will resolve on any other issues relating to the Share
Issue and practical matters relating thereto.




[HUG#1923684]