Incap - Company Announcement

Notice to the Annual General Meeting

Incap Corporation Stock Exchange Release 23 March 2010 at 10 a.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 Tuesday, 13 April 2010 at 3 p.m. at G.W. Sundmans'
conference venue at the address Eteläranta 16, 2nd floor, 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 2009, 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 Board of Directors will propose to the Annual General Meeting that no
dividend be distributed for 2009 and that the loss for the financial year, a
total of EUR3,825,364.79, be transferred to retained earnings.

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 per cent 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 2009 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 for those who have been present. There will be no fee paid for
conference calls. 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 per cent 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 per cent of the shares and votes propose
to the Annual General Meeting that of the present members of the Board of
Directors, Kari Häyrinen, Kalevi Laurila, Susanna Miekk-oja and Lassi Noponen
shall be re-elected to the Board of Directors and Raimo Helasmäki shall be
elected as a new Director. The persons have given their consent to the election.

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 for the year 2010.

15. Amendment to the Articles of Association
The Board of Directors will propose to the Annual General Meeting that the
company's present Articles of Association be amended to comply with the
Corporate Governance Code so that the notice of a General Meeting must be
delivered a minimum of 21 days before the date of the General meeting instead of
17 days as stated in the present Articles of Association. After the amendment,
the Article 9 Notice of a General Meeting of shareholders would read as follows:"The notice of a General Meeting of shareholders shall be published in a
newspaper with national distribution specified by the Board or on the company's
website. The notice must be delivered a maximum of two (2) months and a minimum
of twenty-one (21) days before the date of the General Meeting of shareholders."

16. Proposal of the Board of Directors for a directed share issue
The Board of Directorswill propose to the Annual General Meeting that the
company's share capital will be increased by issuing a maximum of 2,000,000 new
shares, waiving the shareholders' pre-emptive rights, by offering subscription
right to the Board of Directors, the President and CEO and the members of the
management team as well as to those of existing shareholders, who hold at least
100,000 shares on 13 April 2010 when the subscription period begins.

The Board of Directors,the President and CEO and the members of the management
team are altogether entitled to subscribe for 300,000 new shares. They shall use
their subscription right by 20 April 2010 at the latest, after which the
unsubscribed shares can be subscribed by others.

17. 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 will proposeto the Annual General Meeting that it
authorise 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 1,500,000 shares.

The authorisation includes the right to deviate from shareholders' pre-emptive
subscription rights and to decide on subscription prices and other terms and
conditions of subscription. Shareholders' pre-emptive rights can be deviated
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.

18. Other eventual proposals to the Annual General Meeting

19. 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 no later than 26
March 2010.

The proposals of the Board of Directors 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 27 April 2010.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration
Each shareholder, who is registered on 30 March 2010 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, 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 Wednesday 7 April 2010 at 4 p.m. by giving a
prior notice of participation. Such notice can be given:
a) by e-mail (laura.kuusela@incap.fi);
b) by telephone +358 40 509 4757;
c) by telefax +358 10 612 5680; or
d) by regular mail to Incap Corporation/AGM, Valuraudankuja 6, 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 ofa 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.

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.

2. 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. Possible
proxy documents should be delivered in originals to Incap Corporation/Laura
Kuusela, Valuraudankuja 6, 00700 Helsinki before the last date for registration.

3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the General
Meeting, must be entered into the shareholders' register of the company on 8
April 2010 at 10 a.m. at the latest. 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.

4. Other instructions and information
On the date of this notice to the Annual General Meeting, 23 March 2010, the
total number of shares and votes in Incap Corporation is 12,180,880.

In Helsinki, 23 March 2010

INCAP CORPORATION
Board of Directors

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

ANNEXES
Introduction of Raimo Helasmäki, a new member proposed to the Board of Directors
The proposal of the Board of Directors for a directed share issue

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 and India. The Group's revenue in 2009 amounted
to EUR 70 million and the company currently employs approximately 780 people.
Incap's share is listed on the NASDAQ OMX Helsinki. Additional
information:www.incap.fi <http://www.incap.fi/>.

ANNEX 1
Introduction of Raimo Helasmäki, a new member proposed to the Board of Directors

Raimo Helasmäki, M.Sc. (Mechanical Engineering), born 1963, works as Executive
Vice President of Small Caliber Division at the Scandinavian Nammo Group and as
President of Nammo Lapua Oy. Previously, during 2001-2006 he has worked as the
Managing Director of Esmi Oy, part of Schneider Electric Group, and during
2000-2001 as Marketing Director of TAC Finland Oy. Raimo Helasmäki serves as the
Chairman of the Board in the Nammo group companies in Sweden and Germany and
also as a member of the board at Heatterm Group. Until 2006 he has also been a
board member in Esmi Oy subsidiaries.


ANNEX 2
The proposal of the Board of Directors for a directed share issue

The Board of Directors proposes to the Annual General Meeting that the share
capital be increased with a directed share issue as follows:

1. Increase of share capital and the number of new shares
The Board of Directors proposes to the Annual General Meeting that the company's
share capital will be increased by issuing a maximum of 2,000,000 new shares.

The Board of Directors has an authorisation given by the Annual General Meeting
in 2009 on increasing the share capital through one or more rights issues so
that the total number of new shares to be subscribed for is a maximum of
1,200,000 shares. This authorisation will expire on 3 April 2010 and will not be
used.

2. Right to subscribe new shares
The Board of Directors will propose to the General Meeting that the new shares
will be issued, waiving the shareholders' pre-emptive rights, by offering
subscription right to the Board of Directors, the President and CEO and the
members of the management team as well as to those of existing shareholders who
hold at least 100,000 shares on 13 April 2010 when the subscription period
starts.

The Board of Directors, the President and CEO and the members of the management
team have altogether a right to subscribe for 300,000 new shares and they shall
use thesubscription right by 20 April 2010 at the latest, after which unused
subscription rights can be used by the above-mentioned major shareholders.

The Board of Directors shall decide on the division of subscription rights to
the members of the management team and the President and CEO.

3. Weighty economic reason
It is proposed that the shareholders' pre-emptive rights be deviated, because
the directed share issue is meant for:

 1.   * being a part of commitment system for the President and CEO and the
        management team
      * strengthening the financing structure of the company with a quick and
        affordable arrangement
      * financing the development of company's business operations

With these grounds there is a weighty economic reason for the company to deviate
from the shareholders' pre-emptive subscription right.
4. Payment of subscription price
The subscription price to be paid to the company for each share is the
volume-weighted average price of the share on 1-31 March 2010 in the NASDAQ OMX
Helsinki Oy. Payable amount will be registered in full in the reserve of
invested unrestricted equity.

5. Basis for definition of subscription price
The average share price in March 2010 in NASDAQ OMX Helsinki Oy is a market
price, and therefore the subscription price does not offend the equality of
shareholders.

6. Subscription period
Subscription right shall be exercised on 13-27 April 2010.

7. Payment period of the shares
The subscription price for each share shall be paid in full to the company's
bank account on 30 April 2010 at the latest.

8. Registration of subscriptions
The shares will be registered by entering them into a subscription list in the
company's headquarters at the address Valuraudankuja 6, 00700 Helsinki or in
another way informed by the company.

9. Rights of the new shares
New shares are entitled to dividend as from the date of the registration of the
share capital increase.

10. Other issues relating to the increase of share capital
The Board of Directors is authorised to decide on the division of subscription
rights among thesubscribers in case of eventual oversubscription of shares as
well as on any other issues relating to the increase of share capital.

INCAP CORPORATION
Board of Directors


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