Incap - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

Incap Corporation Stock Exchange Release 25 February 2009 at 10 a.m.

Notice is given to the shareholders of Incap Corporation to the
annual General Meeting to be held on Friday, 3 April 2009 at 3 p.m.
in Helsinki World Trade Center at the address Aleksanterinkatu 16,
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. Review by the President and CEO

7. Presentation of the annual accounts, the report of the Board of
Directors and the auditor's report for the year 2008

8. Adoption of the annual accounts

9. 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 2008 and that the loss for the
financial year, a total of EUR 3,908,068.33, be transferred to
retained earnings.

10. Resolution on the discharge of the members of the Board of
Directors and the President and CEO from liability

11. Resolution on the remuneration of the members of the Board of
Directors
Shareholders who represent more than 40 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 2008 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.

12. Resolution on the number of members of the Board of Directors
Shareholders who represent more than 40 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 four (4).

13. Election of members of the Board of Directors
Shareholders who represent more than 40 per cent of the shares and
votes propose to the annual General Meeting that the present members
of the Board of Directors, i.e. Jukka Harju, Kari Häyrinen, Kalevi
Laurila and Susanna Miekk-oja, shall be re-elected to the Board of
Directors. The persons have given their consent to the election.

14. Resolution on the remuneration of the auditor
The Board of Directors will propose that the auditor is paid against
an invoice.

15. 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 2009.

16. 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 propose to the 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
1,200,000 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.

The Board of Directors proposes that the Annual General Meeting
decides to revoke the previous authorisation given at the Annual
General Meeting on 10 April 2008 before the new authorisation.

17. Closing of the meeting

B. Documents of the General Meeting

The proposals of the Board of Directors and its committees relating
to the agenda of the 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 20 March 2009. The annual report will be sent to
shareholders upon request and it is available also in the General
Meeting.
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 17
April 2009.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration
Each shareholder, who is registered on 24 March 2009 in the
shareholders' register of the company held by Euroclear Finland Ltd.
(previously Finnish Central Securities Depository Ltd.), has the
right to participate in the 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 26 March 2009 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/Laura Kuusela, Valuraudankuja
6, 00700 Helsinki.

In connection with the registration, a shareholder shall notify
his/her name, date of birth,
telephone number and the name of a possible assistant. 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 the record date 24 March 2009 of the meeting. 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 informationOn the date of this notice to the General Meeting 24 February 2009,
the total number of shares and votes in Incap Corporation is
12.180.880.

In Helsinki, 24 February 2009

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
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.