Incap Oyj — Proxy Solicitation & Information Statement 2018

Mar 20, 2018

Incap Corporation: Notice to convene Annual General Meeting

Incap Corporation: Notice to convene Annual General Meeting

Incap Corporation
Notice to Annual General Meeting   20 March 2018 at 8.00 a.m. (EET)

NOTICE TO CONVENE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Incap Corporation to the Annual General
Meeting to be held on Tuesday, 17 April 2018 at 3 p.m. at BANK Wall Street at
the address Unioninkatu 20, 00130 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 2017

7. Review by the President and CEO

8. Adoption of the annual accounts

9. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividends
   The parent company's profit for the financial period totalled EUR 888,818.01.
   The Board proposes to the Annual General Meeting that no dividend be paid and
   the result for the financial period be recognised in equity.

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 30% of the shares and votes propose to the
    Annual General Meeting that the annual fee to be paid for the Chairman of the
    Board is EUR 30,000 and for the Board members EUR 15,000 and it shall be paid in
    month-by-month. There shall be no separate fee for each meeting. Eventual travel
    expenses shall be 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 30% of the shares and votes propose to the
    Annual General Meeting that the number of members of the Board of Directors
    shall be three (3).

13. Election of members of the Board of Directors
    Shareholders who represent more than 30% of the shares and votes propose to the
    Annual General Meeting that of the present members of the Board Carl-Gustaf von
    Troil is re-elected and Päivi Jokinen and Ville Vuori are elected as new members
    to the Board of Directors.

All of the proposed members are independent of the company and its major
shareholders. All persons have given their consent to the election. Personal
data on the proposed new members are attached to this release.

1. Resolution on the remuneration of the auditor
   The Board of Directors proposes that the auditor is paid against a reasonable
   invoice.

2. Election of auditor
   The Board of Directors proposes that the firm of independent accountants Ernst &
   Young Oy be re-elected as the company's auditor. The auditing firm has informed
   that Bengt Nyholm, Authorised Public Accountant, would continue as the principal
   auditor. The auditor will be elected for a period ending in the first Annual
   General Meeting following the Annual General Meeting, in which it was elected.

3. 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 proposes that the Annual General Meeting will authorise
   the Board of Directors to decide to issue new shares either against payment or
   without payment. The authorisation would be given to a maximum quantity of
   436,516 new shares.

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 further entitled to decide on conditions regarding the issuance of
shares as well as the issuance of other special rights entitling to shares.

The proposed authorisations would be valid for one year from the Annual General
Meeting.

1. 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.incapcorp.com, section Investors/AGM. 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
by 26 March 2018.

The proposals 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 2 May 2018.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration
   Each shareholder, who is registered on 5 April 2018 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 in Finland, 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 Thursday, 12 April 2018 at 4 p.m. by giving a
prior notice of participation.

Such notice can be given:
a) by e-mail to communications@incapcorp.com;
b) by telephone +358 40 504 8296/Pöllä; or
c) by mail to Incap Corporation, Mannerheimintie 113, 00280 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 of a 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. The
shareholder, his/her authorised representative or proxy representative shall,
where necessary, be able to prove his/her identity and/or right of
representation in the meeting.

1. Holders of nominee registered shares
   A holder of nominee registered shares has the right to participate in the
   General Meeting by virtue of such shares, based on which he/she on the record
   date of the General Meeting would be entitled to be registered in the
   shareholders' register of the company held by Euroclear Finland Ltd. The right
   to participate in the General Meeting requires, in addition, that the
   shareholder on the basis of such shares has been registered into the temporary
   shareholders' register held by Euroclear Finland Ltd. by Thursday, 12 April
   2018 by 10 a.m. at the latest. As to the nominee registered shares, this
   constitutes a due registration for the General 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.

1. 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. Eventual
   proxy documents should be delivered in originals to Incap Corporation,
   Mannerheimintie 113, 00280 Helsinki before the last date for registration.

2. Other instructions and information
   Pursuant to chapter 5, section 25 of the Companies 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.

On the date of this notice to the Annual General Meeting, the total number of
shares and votes in Incap Corporation is 4,365,168.

In Helsinki, 19 March 2018

INCAP CORPORATION
Board of Directors

Further information:
Vesa Mäkelä, President and CEO, tel. +358 40 835 4495

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

ATTACHMENT
Presentation of the proposed new members of the Board of Directors:

Päivi Jokinen
M. Sc. (Econ), born 1968
Leader of Stora Enso Cup Board segment. Päivi Jokinen has been employed by Stora
Enso Consumer Board division since 2016. Before that she has held various
leadership positions at Kemira and International Paper Europe, among others.
Päivi has solid experience in international business development, strategic
planning, marketing and communications. She is also a member of the Advisory
Council of the private equity company Bocap.

Ville Vuori
B.Sc. (Eng.), eMBA, born 1973
CEO of Kemppi Oy. Ville Vuori has acted as President and CEO of Incap Group
during 2014-2017. Before that he worked at Kumera Drives Oy and Skyhow Ltd. as
Managing Director and at ABB Group in several managerial positions.

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 570 people. Incap's share is listed on the
Nasdaq Helsinki Ltd. as from 1997. Additional information: www.incapcorp.com.

[]