Cencorp Corporation Stock Exchange Release 9 January 2012 at 20.00 Finnish time
Notice to the General Meeting of Cencorp Corporation
Notice is given to the shareholders of Cencorp Corporation to the Extraordinary General Meeting to be held on January 30, 2012 at 11:00 a.m. (Finnish time) at Ravintola Holvi, Savilahdenkatu 11, 50100 Mikkeli, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 10:00 a.m. (Finnish time).
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 scrutinize 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. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes that the general meeting would authorize the Board of Directors to resolve to issue new shares and options or other rights to the shares pursuant to chapter 10 of the Companies Act in one or more issues. The authorization would consist of up to 100,000,000 shares in aggregate. The Board of Directors would be authorized to resolve on all terms and conditions of a share issue, options and other share entitlements. The authorization would include the Board of Directors' right to decide on a directed issue. The authorization would be effective until further notice, however no more than five years from the resolution of the general meeting.
7. Closing of the meeting
B. Documents of the general meeting
The above mentioned proposals of the Board of Directors for the decisions on the matters on the agenda of the general meeting as well as this notice are available on Cencorp Corporation’s website at www.cencorp.com as from January 9, 2012. The above-mentioned documents are also available at the general 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 February 13, 2012.
C. Instructions for the participants in the general meeting
1. Shareholder registered in the shareholders’ register
A shareholder, who is registered on January 18, 2012 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, 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 January 23, 2012 by 4:00 p.m. (Finnish time) by giving a prior notice of participation. Such notice can be given:
a) by e-mail to the email address minna.wilkman@savcor.com
b) by telephone to the number +358 (0) 20 7747 788/ Minna Wilkman from Monday to Friday between 9:00 a.m. and 4:00 p.m. (Finnish time);
c) by telefax to the number + 358 (02) 0 7747 770; or
d) by regular mail to the address Cencorp Corporation, Minna Wilkman, Insinöörinkatu 8, 50100 Mikkeli, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Cencorp Corporation is used only in connection with the general meeting and with the processing of related registrations.
2. Holder of a nominee registered share
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, i.e. on January 18, 2012, 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. at the latest by January 25, 2012 by 10:00 a.m. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the general meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
3. 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. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
Possible proxy documents should be delivered in originals to the address Cencorp Corporation, Minna Wilkman, Insinöörinkatu 8, 50100 Mikkeli, Finland, before the last date and time for registration.
4. Other instructions/information
Pursuant to Chapter 5, Section 25 of the Finnish 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 general meeting, January 9, 2012, the total number of shares in Cencorp Corporation and votes represented by such shares is 342.161.270 shares.
In Mikkeli, on January 9th, 2012
CENCORP CORPORATION
THE BOARD OF DIRECTORS
For more information:
President and CEO Mats Eriksson, tel. +358 400 358 982, mats.eriksson@cencorp.com
Distribution:
NASDAQ OMX, Helsinki
Main media
www.cencorp.com
Cencorp Corporation is a leading provider of industrial automation solutions. The equipment included in the product portfolio designed for depaneling, odd-form assembly, testing and laser materials processing substantially improves the efficiency of customers’ production. The product range also includes EMI shielding solutions, flexible circuits, decorations and RFID antennas. Cencorp’s customers are automotive electronics manufacturers and manufacturers operating in telecommunications, industrial automation and EMS. Cencorp’s head office is located in Mikkeli, Finland. The company is part of the Finnish Savcor Group.