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2015-03-31

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

Incap Corporation

Stock Exchange Release 31 March 2015 at 8:15 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 31 March 2015 in
Helsinki. A total of 15 shareholders participated in the meeting,
representing 69.4% 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 2014. 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 2,677,306.56) be
recognised in equity. The Annual General Meeting resolved to discharge the
members of the Board of Directors and the President and CEOs 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 shall be 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 shall 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 and Susanna Miekk-oja as Board members and elected Rainer
Toiminen and Carl-Gustaf von Troil as new 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 Jari Karppinen, Authorised Public Accountant.

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 2014 will be covered by decreasing the unrestricted equity reserve
by EUR 14,621,937.92, by decreasing the share premium account by EUR
44,316.59 and by decreasing the share capital by EUR 12,528,512.06.

After covering the losses the remaining share capital will further be
decreased by EUR 6,958,257.44 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 6,958,257.44. 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 a maximum of 10,911,403 new shares either against payment or without
payment.

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 will 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.

First meeting of the Board of Directors

The Board of Directors 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 14 April 2015.

INCAP CORPORATION

Ville Vuori
President and CEO

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.incap.fi

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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