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2015-05-25

Incap Oyj: Prospectus approved concerning the rights issue resolved by Incap Corporation on 25 May 2015

Incap Corporation

Stock Exchange Release 25 May 2015 at 2.45 pm (EET)

PROSPECTUS APPROVED CONCERNING THE RIGHTS ISSUE RESOLVED BY INCAP CORPORATION
ON 25 MAY 2015

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 Financial Supervisory Authority has today approved the prospectus drafted
in accordance with the Finnish Securities Markets Act (746/2012, as amended)
related to the rights issue resolved by the Board of Directors of Incap
Corporation (the "Company") on 25 May 2015. In the rights issue the Company
offers based on the pre-emptive subscription right of its shareholders in
maximum 109,114,035 new shares in the Company for subscription. The Company
has disclosed the terms and conditions for the rights issue in their entirety
earlier today by a stock exchange release.

The prospectus includes certain previously non-disclosed information, which
according to the Company may have a material impact on the value of its
securities. Such information is as follows:

* The return on equity presented from the year 2014 is 55.8 per cent in the
Company's key ratios in the prospectus (previously announced 15.4 per cent)
and from the year 2013 it is 689.5 per cent (previously announced 725.7 per
cent). The change is based on the change of the formula used in the
calculation of the key ratio taking into account both the continuing and
discontinued operations;
* The return on investment presented from the year 2014 is 14.9 per cent in
the Company's key ratios in the prospectus (previously announced 11.2 per
cent) and from the year 2013 it is -30.4 per cent (previously announced
-33.6 per cent). The change is based on the change of the formula used in
the calculation of the key ratio taking into account both the continuing
and discontinued operations;
* Compared to the information included in the Financial Statements of the
Company on 31 December 2014, the following changes have taken place in the
debt position of the Company during 1 January 2015 and 30 April 2015: * The
Company has paid EUR 282,428 of its bank loans in Finland; * The Company
has closed the Finnish factoring credit agreement whose balance on 31
December 2014 was EUR 607,841 and opened in Estonia a EUR 500,000 factoring
credit agreement whose balance on 30 April 2015 was approximately EUR 300,
000; * The Company has continued its Indian bank loan / credit account
guarantee until 30 June 2015. On 30 April 2015 the used amount of the limit
was approximately MEUR 1.0; * As per 30 April 2015 the credit account in
Finland was used up to MEUR 1.3; * The cash balance of the Company on 30
April 2015 was approximately MEUR 2.2 and net debt approximately MEUR 6.2.

The investors are instructed to acquaint themselves with the entire prospectus
and especially the description of the risk factors in the prospectus.

In addition, Inission AB has informed the Company that the Finnish Financial
Supervisory Authority has granted an exemption to it so that Inission AB has
no duty to launch a public tender offer in accordance with the Finnish
Securities Markets Act (746/14.12.2012, as amended) even if its ownership in
the Company would exceed 50 per cent of the votes related to all shares in
the Company pursuant to the use of the preferred subscription rights within
the right issue resolved today by the Company's Board of Directors. A
prerequisite to the exemption is that in the event Inission AB's ownership
due to the use of its preferred subscription rights in the rights issue would
exceed 50 per cent of the votes related to all the shares in the Company,
Inission AB shall not acquire or subscribe more shares in the Company or
otherwise increase its voting rights in the Company.

The prospectus is available in Finnish language as from 25 May 2015 at the
reception of the registered office of the Company, at Keilaranta 4, 02150
Espoo, Finland on weekdays during the normal office hours and in the
electronic form on the website of the Company at the internet
www.incapcorp.com/investors-f/ and as from 26 May 2015 at www.fim.com/.

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

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Incap Oyj via Globenewswire

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