Incap Corporation Stock Exchange Release 3 February 2009 at 9.30 a.m. According to its new strategy which was launched in August 2008 Incap concentrates at serving the equipment manufacturers in energy efficiency and well-being technology. At the same time also the operating model and the management team of the Group were renewed. In order to commit the key personnel the Board of Directors of Incap Corporation has decided to introduce a new share-based incentive scheme, which is directed to the company's management and key personnel. The decision is based on the authorisation granted by the Annual General Meeting on 10 April 2008. The incentive scheme includes a total of 600,000 stock options which entitle their holders to subscribe for 600,000 Incap Corporation shares. 100,000 pieces of options will be distributed to the President and CEO in February 2009 and a maximum of further 100,000 pieces in the year 2010 provided that the targets set by the Board of Directors for the operating profit and return on capital employed in 2009 are realised. A maximum of 400,000 pieces of options will be distributed to key personnel provided that the targets, which the Board of Directors has determined for the operating profit and return on capital employed in 2009 and in 2010 are realised and that the key personnel reaches their own specific targets. The shares that can be subscribed for through the exercise of the stock options represent a maximum of 4.7% of the company's shares and the votes conferred by the shares after any possible increase in share capital. Stock options will be divided into stock options 2009A, 2009B and 2009C. The number of 2009A options amounts to 100,000 pieces, 2009B options to 100,000 pieces and 2009C options to 400,000 pieces. At the issuing stage, all stock options that are not distributed shall be issued to Euro-Ketju Oy, a wholly-owned subsidiary of Incap Corporation, and they will be distributed by a separate decision of the Board of Directors. The subscription price of shares with all option warrants shall be one euro. The subscription period for shares with 2009A option warrants is from 1 April 2010 to 31 January 2014, and with 2009B and 2009C option warrants from 1 April 2011 to 31 January 2014. INCAP CORPORATION Sami Mykkänen President and CEO ANNEX Incap Corporation's share-based incentive scheme 2009 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 2007 amounted to EUR 83 million and the company currently employs approximately 730 people. Incap's share is listed on the NASDAQ OMX Helsinki. Additional information: www.incap.fi. ANNEX INCAP CORPORATION'S SHARE-BASED INCENTIVE SCHEME 2009 Incap Corporation's Board of Directors has decided in its meeting on 2 February 2009, in accordance with an authorisation given by the Annual General Meeting of Incap Corporation (Incap or Company) on 10 April 2008, to issue stock options to management and key personnel of Incap and its subsidiaries (Incap Group) and to Euro-Ketju Oy (Euro-Ketju), a wholly-owned subsidiary of Incap, on the following terms and conditions: I TERMS AND CONDITIONS OF STOCK OPTIONS 1. Number of stock options A total of 600,000 stock options will be granted and they will entitle their holders to subscribe for 600,000 Incap shares. 2. Share options Of the stock options, 100,000 shall be marked with the letter A, 100,000 with the letter B and 400,000 with the letter C. The persons to which stock options will be issued shall be notified in writing by the Company about the issue of stock options. The stock options shall be delivered to the recipient when he or she has accepted the offer of the Company. Option warrants shall upon request be delivered to the option holder at the start of the relevant subscription period unless the stock options have been transferred to the book-entry system. 3. Right to stock options and weighty economic reason The stock options shall, with deviation from the shareholders' pre-emptive right to subscription, be issued to management and key personnel of Incap Group and to Euro-Ketju Oy (Euro-Ketju), a wholly-owned subsidiary of Incap. The shareholders' pre-emptive subscription rights is disapplied because the stock options are intended to serve as part of the Group's reward and commitment system for the management and key personnel, so there is, from the company's standpoint, a weighty economic reason for doing so. 4. Distribution of stock options The Board of Directors shall decide upon the distribution of the stock options. At the issuing stage, the stock options will be distributed provided that the targets, which the Board of Directors has determined for the operating profit and return on capital employed in 2009 and in 2010 are realised and that the key personnel has reached their own specific targets. Stock options shall be issued to Euro-Ketju insofar as they are not distributed to the Incap Group's management and key personnel. Also the stock options that are eventually returned back to Incap are transferred to Euro-Ketju. Incap's Board shall later decide upon the further distribution of stock options issued to Euro-Ketju to management and key personnel employed by or to be recruited later on by Incap Group. 5. Transfer of stock options and obligation to offer The stock options are freely assignable when their relevant subscription period has begun. The Company shall hold the stock options on behalf of the option holder until the beginning of the share subscription period. The option holder has the right to take possession of the stock options when the relevant share subscription period begins. Should the option holder transfer his/her stock options, he/she is obliged to inform the Company about the transfer in writing without delay. As an exception to the above, the Board of Directors may, however, permit the transfer of stock options at an earlier date. Should the option holder cease to be employed by or in the service of the Incap Group before 1 April 2011 for a reason other than the employee's death or retirement - either statutory, under an employment agreement or otherwise determined by the company - he/she shall without delay offer to the Company or a party specified by the company, without consideration, the stock options for which the share subscription period in accordance with Section II.2 had not begun at the last day of his/her employment or service. The Board of Directors may, however, in such cases decide that the option holder is entitled to keep his/her stock options, or a part thereof, which are subject to an obligation to offer. Regardless of whether the option holder has offered his/her stock options to the Company or not, the Company is entitled to inform the option holder in writing that the option holder has lost his/her stock options for the above-mentioned reason. Should the stock options be transferred to the book-entry securities system, the Company has the right, whether or not the stock options have been offered to the Company, to request and get transferred all the stock options that fall within the sphere of an obligation to offer from the option holder's book-entry account to a book-entry account specified by the Company without the consent of the option holder. The Company shall furthermore have the right to register transfer restrictions and other similar restrictions concerning the stock options in the option holder's book-entry account without his/her consent. II TERMS OF SHARE SUBSCRIPTION 1. Right to subscribe for new shares Each share option entitles its holder to subscribe for one (1) Incap share. As a result of the subscriptions, the share capital of Incap may be increased by a maximum of EUR 600,000 and the number of shares by a maximum of 600,000 new shares. Euro-Ketju, as Incap's subsidiary, cannot subscribe for Incap shares on the basis of the stock options. 2. Share subscription and payment The share subscription periods shall be: - for Stock Options 2009A: 1 April 2010 - 31 January 2014 - for Stock Options 2009B and 2009C: 1 April 2011 - 31 January 2014. Subscription for the shares will take place at Incap Head Office or possibly at another location to be announced at a later date. The subscriber must surrender to the Company the stock option certificate on the basis of which the share subscription shall take place or, if the stock options have been entered in the book-entry system, the stock options used in the share subscription shall be deleted from the subscriber's book-entry account. Shares must be paid for in connection with subscription into the bank account specified by the Company. The Company shall decide on all measures concerning share subscription. 3. Share subscription price The share subscription price shall be one (1) euro. 4. Registration of shares Shares subscribed for and fully paid up will be registered in the subscriber's book-entry account. 5. Shareholder rights Dividend rights of the shares and other shareholder rights shall commence when the increase of the share capital has been entered into the Trade Register. 6. Share issues, convertible bonds and stock options before share subscription Should the Company, before commencement of the share subscription period, increase its share capital through a rights issue or issue new convertible bonds or stock options, a holder of stock options shall have the same or an equal right as the shareholders. Equality shall be implemented in the manner decided by the Company's Board of Directors such that the numbers of shares which may be subscribed for, the subscription prices or both shall be amended. Should the Company, before commencement of the share subscription period, increase the share capital through a bonus issue, the share subscription ratio will be amended such that the ratio to the share capital of the shares to be subscribed for by virtue of the stock options remains unchanged. Should the new number of shares which may be subscribed for by virtue of one stock option be a fraction of a share, the fraction will be taken into account by lowering the share subscription price. 7. Rights in certain special cases Should the Company, before commencement of the share subscription period, lower its share capital, the subscription right accorded by the terms and conditions of the stock options shall be adjusted accordingly as specified in the resolution to reduce the share capital. Should the Company, before commencement of the share subscription period, be placed in liquidation, the option holder shall be given an opportunity to exercise his/her subscription right before the liquidation begins within a period of time determined by the Board of Directors. Should the Company resolve to merge, as the merging company, with another company or with a company to be formed by way of a combination merger, or should it be divided, the option holder shall, before the merger or division, be given the right to subscribe for the shares with his/her stock options within a period of time determined by the Board of Directors. Upon completion of such a measure, no subscription rights shall exist. In the above situations the option holder has no right to require that the Company redeems the stock options from him/her at market value. If the Company, after the beginning of the subscription period, decides to acquire its own shares by an offer made to all shareholders, an equivalent offer shall be made to the option holder. In other cases, acquisition of the Company's own shares does not require the Company to take any action in relation to the stock options. Should there arise before the end of the share subscription period a situation according to Chapter 18, Section 1, of the Finnish Companies Act, whereby a shareholder holds more than 90% of the Company's shares and thus has a right and obligation to redeem the shares of the remaining shareholders, or a situation according to Chapter 6 Section 1 of the Finnish Securities Market Act arises, an opportunity shall be reserved for the option holder to exercise his/her subscription right during a fixed period set by the Board of Directors. If the number of the Company's shares is changed, while the share capital remains unchanged, the share subscription terms and conditions of the stock options shall be amended so that the relative proportion of shares available for subscription with the stock options to the total number of the Company's shares, as well as the total share subscription price, shall remain the same. Should the Company be changed from a public limited company into a private limited company, this will not result in changes to the terms and conditions of the stock options. III OTHER MATTERS These terms and conditions shall be governed by the law of Finland. Disputes arising out of these stock options will be settled by arbitration in accordance with the rules of the Arbitration Board of the Finnish Central Chamber of Commerce. The Board of Directors may decide on the transfer of the stock options to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions, including those amendments and specifications to the terms and conditions, which are not considered crucial. Other matters related to the stock options shall be decided by the Board of Directors. The documents concerning the share options are available for public scrutiny at Incap's Head Office. The Company shall have the right to take away from option holders, without consideration, share options which the holder has not transferred or exercised for the subscription of shares if the holder acts in contravention of these terms and conditions, the regulations issued by the Company on the basis of these terms and conditions or the governing law or regulations of the authorities. These terms and conditions have been prepared in Finnish and English. In the event of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions shall be adhered to.