PROPOSAL OF THE BOARD OF DIRECTORS TO CENCORP CORPORATION´S EXTRAORDINARY GENERAL MEETING ON 27 SEPTEMBER 2007 The shareholders equity of Cencorp Corporation was reduced to less than half of the share capital and the Company was required to prepare interim accounts for the period between 1 January to 31 March 2007 according to Section 20:23§ of the Companies Act. The Company is required to arrange an extraordinary general meeting of shareholders of the Company within three months of the finalisation of the interim accounts. The extraordinary general meeting of shareholders shall decide upon actions to strengthen the shareholders equity. The interim accounts referred herein were prepared and published on 29 June 2007. 1. Issues related to strengthening of working capital and shareholders equity 1.1. Directed Share Issue (Members of the Board of Directors and the Management Group) The Board of Directors proposes that the extraordinary general meeting offers for subscription minimum of 2,000,000 and maximum of 4,000,000 new shares in deviation of the shareholders' pre-emptive subscription right to the following members of the Board of Directors and the Management Group of the Company: Chairman of the Board Jorma Kielenniva Deputy Chairman of the Board Markku Jokela Member of the Board Sauli Kiuru President and CEO Jouni Suutarinen CFO Jarmo Kanervo Vice President, Legal Affairs Ville Parpola Vice President, Operations Juha Kantola Vice President, Test Solutions Hannu Seppälä Vice President, Research and Development Pekka Kettunen Vice President, Sales and Marketing Kimmo Akiander Each person is entitled to subscribe maximum of 400,000 shares pursuant to the primary subscription right. Each person entitled to subscribe shares that has used the primary subscription right in full has the secondary subscription right to subscribe shares that were not subscribed pursuant to the primary subscription right. When subscribing shares with the primary subscription right, each person must simultaneously inform whether such person wishes to exercise the secondary subscription right and the number of shares such person wishes to subscribe pursuant to the secondary subscription right. All share subscriptions are binding. If the number of shares subscribed pursuant to the secondary subscription rights is higher than the shares available for subscription, the shares are allocated to such persons according to the amount of subscribed shares as decided by the Board of Directors. The subscription time of the shares for both the primary and the secondary subscription right commences from the general meeting and expires within seven days of the general meeting unless the Board of Directors extends the subscription period. The subscriptions are made according to the instructions of the Board of Directors. The person entitled to subscribe shares is entitled to transfer the subscription right only upon the approval of the Board of Directors to a company controlled by such person. The shares must be paid for within three weeks of the subscription of shares unless the Board of Directors extends the payment period. The subscription price of each new share is EUR 0.34. The subscription price is based on the development of the share price of the Company and on the negotiations conducted with the investors of the Company. The subscription price is also equal to the average trading price of the shares of the Company during the 10 trading days prior to the notice to the general meeting (7 September 2007). The funds raised by the Company as a result of this share issue are minumum of EUR 680,000 and maximum of EUR 1,360,000. The subscription price of the shares is recorded entirely to the fund of invested non-restricted equity. By this share issue the Board of Directors avoids a situation where the shareholders equity is less than half of the share capital of the Company (Section 20:23§ of the Companies Act). The Board of Directors considers that the subscription price is equal to the fair market value of the shares. The Company shall acquire a fairness option from an independent third party regarding the subscription price of the shares. The grounds for the share issue are the strengthening of the capital structure of the Company, securing the operations of the Company and creating an incentive program for the management of the Company. There are thus especially weighty economical reasons to deviate from the pre-emptive subscription right of the shareholders. The Board of Directors is entitled to decide on all other terms and conditions relating to the issuance of new shares. The share issue is executed according to the Finnish law. Any disputes related to the share issue are resolved by the competent court in Finland. Decision on the share issue described above requires that the decision is supported by the shareholders representing 2/3 of the shares and votes represented at the extraordinary general meeting. 1.2. Amending the terms and conditions of Cencorp Corporation Convertible Capital Notes 2006 The Company has on 11 October 2006 and 21 November 2006 decided on issue of maximum of EUR 7,000,000 convertible capital notes (Cencorp Corporation Convertible Capital Notes 2006). The loan was not subscribed in full and the current principal of the loan is EUR 5,739,007.40. The conversion rate is EUR 0.70 and if all holders of the loan exercise their right to subscribe the shares in full, the number of shares in the Company is increased by minimum of 10,000,000 (if calculated from the original principal of the loan, EUR 7,000,000, and if calculated with the current principal of the loan, EUR 5,739,007.40, by 8.198.582 shares). According to the terms and conditions of the loan, the subscription price of the shares is recorded to the share capital within the limits of the maximum share capital described in the Articles of Association of the Company. The loan is held by Etra Invest Oy, FT Capital Oy, Markku Jokela, Keskinäinen työeläkevakuutusyhtiö Varma and Sampo Pankki Oyj as follows. -------------------------------------------------------------------------------- | Holder of loan | Principal (EUR) | -------------------------------------------------------------------------------- | Etra Invest Oy | 400,000.30 | | (Business ID: 0672234-6) | | -------------------------------------------------------------------------------- | FT Capital Oy | 499,999.50 | | (Business ID: 1649320-9) | | -------------------------------------------------------------------------------- | Markku Jokela | 149,999.50 | | (Personal Identity Code: | | | 140657-0838) | | -------------------------------------------------------------------------------- | Keskinäinen työeläkevakuutusyhtiö | 2,000,000.10 | | Varma (Business ID: 0533297-9) | | -------------------------------------------------------------------------------- | Sampo Pankki Oyj | 2,689,008.00 | | (Business ID: 1730744-7) | | -------------------------------------------------------------------------------- | Total | 5,739,007.40 | -------------------------------------------------------------------------------- The Board of Directors proposes that the terms and conditions of the loan are amended as follows: The conversion rate of the loan is amended so that the conversion rate is equal to the average trading price of the shares of the Company during the 10 trading days prior to subscription of shares. The minimum conversion rate is EUR 0.34 and the maximum conversion rate is EUR 0.70. If all holders of the loan exercise their right to subscribe the shares in full, the number of shares in the Company is increased by minimum of 8,198,582 shares and maximum of 16,879,433 shares. The subscription price of the shares is recorded entirely to the fund of invested non-restricted equity. The subscription price is based on the development of the share price of the Company and on the negotiations conducted with the investors of the Company. By this share issue the Board of Directors avoids a situation where the shareholders equity is less than half of the share capital of the Company (Section 20:23§ of the Companies Act). The Board of Directors considers that the subscription price is equal to the fair market value of the shares. The Company shall acquire a fairness option from an independent third party regarding the subscription price of the shares. The grounds for the share issue are the strengthening of the capital structure of the Company and securing the operations of the Company. The Board of Directors is entitled to decide on all other terms and conditions relating to amendment of the terms and conditions. Decision on amending the terms and conditions requires that the decision is supported by the shareholders representing 2/3 of the shares and votes represented at the general meeting. at Lohja, 19 September 2007 Cencorp Corporation BOARD OF DIRECTORS For further information please contact: Ville Parpola Vice President, Legal Affairs +358-40-772 64 84 Cencorp develops and supplies automation solutions to the electronics and semiconductor industry that enhance productivity. Distribution: Helsinki Stock Exchanges Main media www.cencorp.com Neither this press release nor any copy of it may be taken, transmitted into or distributed in the United States of America or its territories or possessions.
PROPOSAL OF THE BOARD OF DIRECTORS TO CENCORP CORPORATION´S EXTRAORDINARY GENERAL MEETING
| Source: Valoe Oyj