Incap - Decisions of general meeting

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

Incap Corporation
Stock Exchange Release   6 April 2016 at 5.30 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 6 April 2016 in Helsinki.
A total of 20 shareholders participated in the meeting, representing 52.9% 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 2015. 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 772,720.93) be recognised in equity. The
Annual General Meeting resolved to discharge the members of the Board of
Directors and the President and CEO 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 will be the same as in 2015 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 will 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, Susanna Miekk-oja, Rainer Toiminen and Carl-Gustaf von Troil as
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 Bengt Nyholm, Authorised Public Accountant.

Reducing the quantity of company's shares by way of issuing new company shares
and by the redemption of company's own shares
The General Meeting resolved on the reduction of the quantity of company's
shares in accordance with the proposal of the Board of Directors without
reducing share capital by way of issuing new shares and by redemption of
company's own shares, in such a way that each current 50 shares of the company
shall correspond to one share of the company after the arrangements related to
the reduction of the quantity of company's shares are completed. Prior to the
reduction of the quantity of company's shares, the total number of shares in the
company is 218,228,070.

The reduction of the quantity of company's shares will be carried out so that
the company will, on 8 April 2016 (hereinafter the "Transaction Day"), issue new
company shares to each shareholder of the company free of charge so that the
number of all shares per book-entry accounts owned by the shareholders of the
company are divisible by the number 50. The maximum quantity of company's own
shares transferred by the company shall be 49 shares multiplied by the number of
such book-entry accounts on the Transaction Day, on which the company's shares
are held, and which are owned by the shareholders of the company.

The maximum amount of new shares issued by the company in the share issue is
150,000 new shares of the company. The Board of Directors of the company is
entitled to resolve on all other matters related to the issuance of shares free
of charge.

On the Transaction Day, at the same time with the aforementioned issue of
company's new shares, the company will redeem free of charge a number of shares
from each shareholder of the company. The number of shares to be redeemed by the
company will be determined according to the redemption ratio of 50/1. In other
words, for every 50 shares of the company 49 company shares will be redeemed.
The Board of Directors of the company will be entitled to resolve on all other
matters related to the redemptions of shares.

The company's shares, which are redeemed in connection with the reduction of the
quantity of company's shares, will be annulled immediately following the
redemption by a resolution of the Board of Directors of the company. The
reduction of the quantity of company's shares will be carried out in the book-
entry system after the end of trading day on Nasdaq Helsinki on 8 April 2016
i.e. on the Transaction Day. The annulment of the shares and the company's new
total number of shares are entered in the trade register approximately on 11
April 2016. Trading with the company's new total number of shares on Nasdaq
Helsinki will begin approximately on 11 April 2016. If necessary, the trading
with the company's share on Nasdaq Helsinki will be temporarily interrupted in
order to perform necessary technical measures in the trading facility after the
Transaction Day.

The purpose of the reduction of the quantity of company's shares is to increase
the value of a single share and thus to improve the trade conditions of the
shares and the reliability of the price formation of the shares. Therefore,
there is a particularly weighty financial reason for the company to reduce the
quantity of company's shares.

This arrangement will not affect the equity of the company and will not require
the shareholders to take any action. No part of the arrangement will be carried
out unless all the other parts of the arrangement are carried out as well.

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
2015 will be covered by decreasing the unrestricted equity reserve by EUR
16,804,218.62, by decreasing the share premium account by EUR 44,316.59 and by
decreasing the share capital by EUR 11,118,952.29.

After covering the losses the remaining share capital will further be decreased
by EUR 8,367,817.21 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 8,367,817.21. 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
new shares either against payment or without payment. The authorisation entitles
to a maximum quantity of 21,820,000 new shares (with the present number of the
company's shares being 218,228,070) or 440,000 new shares (with the reduced
quantity of shares as decided in the Annual General Meeting being approximately
4,400,000).

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 would 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.

Organising meeting of the Board of Directors
The Board of Directors, which was 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 20 April 2016.

INCAP CORPORATION

Ville Vuori
President and CEO


Further information:
Ville Vuori, President and CEO, tel. +358 400 369 438

DISTRIBUTION
Nasdaq Helsinki Ltd.
Principal media
www.incapcorp.com


INCAP IN BRIEF
Incap Corporation is an international contract manufacturer. 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 470 people. Incap's share is listed on the
Nasdaq Helsinki Ltd. as from 1997. Additional information: www.incapcorp.com.


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