Cencorp Corporation Stock Exchange Release 7 April 2015 at 18.50 Finnish time
CENCORP POSTPONES ITS ANNUAL GENERAL MEETING TO BE HELD LATER ON AND GIVES A NOTICE TO AN EXTRAORDINARY GENERAL MEETING TO BE HELD ON 29 APRIL 2015 TO HANDLE THE BOARD’S PROPOSALS FOR CHANGING THE COMPANY’S NAME TO VALOE OYJ, AMENDING THE COMPANY’S LINE OF BUSINESS TO CLEAN ENERGY AND FOR AUTHORIZATION FOR SHARE ISSUE, AMONG OTHERS
Deviating from the previously announced, Cencorp’s Board of Directors has today resolved to postpone the annual general meeting to be held later on. As previously announced an annual general meeting was supposed to be held on 29 April 2015. The reason for postponing the meeting is that the company’s financial statement for the financial year 2014 is not yet available. The Finnish Financial Supervisory Authority has granted Cencorp an exemption permit to deviate from the deadline of the disclosure of the Financial Statement and the Report of the Board of Directors pursuant to the Finnish Securities Market Act. According to the exemption permit, Cencorp has to publish the Financial Statement and the Report of the Board of Directors on 30 April 2015 at latest.
Cencorp’s Board of Directors has today resolved to give a notice to an extraordinary general meeting to be held on 29 April 2015 to handle the following proposals:
1. Amendment to the Articles of Association, article 1 The trading name and domicile of the company
The Board of Directors proposes to the general meeting that the Article 1 in the company’s Articles of Association is amended as follows: ”1§ The trading name and domicile of the company: The trading name of the company is Valoe Oyj, Valoe Abp in Swedish and Valoe Corporation in English. The company’s domicile is Mikkeli.”
The trading name change is based on Cencorp Corporation’s commitment to change its trading name pursuant to the agreement between Cencorp and FTTK Company Limited regarding the automation applications business transaction. Further, the Board of Directors views that the trading name Valoe describes well the company’s clean energy business.
Cencorp Corporation’s shareholders Savcor Group Oy and Gaselli Capital Oy, representing ca. 49 percent of the shares in the company, have notified that they will second the Board’s motion.
2. Amendment to the Articles of Association, article 2 The company’s line of business
The Board of Directors proposes to the general meeting that the article 2 in the company’s Articles of Association is amended as follows: “2§ The company’s line of business: The company’s line of business is to develop, sell and manufacture industrial applications and solutions for clean energy production. The company may also own and be in possession of real estate property and securities.”
The amendment to the company’s line of business is based on Cencorp’s transition from a company who used to provide electronics automation solutions and special components to a company providing only clean energy solutions.
Cencorp Corporation’s shareholders Savcor Group Oy and Gaselli Capital Oy, representing ca. 49 percent of the shares in the company, have notified that they will second the Board’s motion.
3. Amendment to the Articles of Association, article 4 Board of Directors
The Board of Directors proposes to the general meeting that the article 4 in the company’s Articles of Association is amended as follows: ”4§ Board of Directors: The company’s administration and appropriate activity shall be attended to by a Board of Directors with at least three and no more than seven members. The term of notice of the members of the Board of Directors shall end with the ending of the next annual general meeting of the company following their election. The Board of Directors shall elect a chairman and a vice chairman among the board members. The Board of Directors has a quorum when more than half of the members of the Board are present at a meeting. Issues are decided by majority rule. In case of equality of votes the chairman has a casting vote.“
The amendment to the maximum number of Directors is based on the fact that in the future Cencorp may require wider base for the Board of Directors.
Cencorp Corporation’s shareholders Savcor Group Oy and Gaselli Capital Oy, representing ca. 49 percent of the shares in the company, have notified that they will second the Board’s motion.
4. Technical amendment to the numbering of the articles 12 and 13 in the Articles of Association
The Board of Directors proposes to the general meeting that the article regarding the company’s financial year, currently number 13, will be changed to an article number 12 and the current article 12 saying “Removed” will be totally removed from the Articles of Association. Thus, in the future there would be only 12 articles in the company’s Articles of Association.
The reason for the technical change is to make the Articles of Association and its numbering clearer.
Cencorp Corporation’s shareholders Savcor Group Oy and Gaselli Capital Oy, representing ca. 49 percent of the shares in the company, have notified that they will second the Board’s motion.
5. Authorization of the Board of Directors to decide on a share issue as well as other option rights and other special rights entitling to shares in the company
The Board of Directors proposes to the General Meeting, that by revoking the previous authorizations the general meeting authorizes the Board of Directors to decide on a share issue with and/or without payment, either in one or in several occasions, including right to resolve on option rights and other rights entitling to shares pursuant to the Chapter 10, Section 1 of the Finnish Companies Act so that the number of new shares issued based on the authorization or number of shares issued based on option rights and other special rights entitling to the shares pursuant to the Chapter 10, Section 1 of the Finnish companies Act, would equal to the total amount of max. 900,000,000 shares which equals to ca. 51.1 percent, at the most, of all shares in the company including shares issued based on the authorization and/or shares to be issued based on option rights and other special rights entitling to shares pursuant to the Chapter 10, Section 1 of the Finnish Companies Act. The authorization does not exclude the Board’s right to decide also on directed issue of shares or option rights and other special rights pursuant to the Chapter 10, Section 1 of the Finnish Companies Act. It is proposed that the authorization may be used for important arrangements from the company’s point of view e.g. to strengthen the capital structure, to finance investments, for acquisitions and business transactions or other business arrangements, or to expand ownership structure, or for incentive plans, or for other purposes resolved by the Board involving a weighty financial reason for issuing shares or option rights or special rights entitling to shares pursuant to the Chapter 10, Section 1 of the Finnish Companies Act. The share issue may be executed by deviating from the shareholders' pre-emptive subscription right provided the company has a weighty financial reason for that. It is proposed that the authorization is in force until 30 June 2017.
In addition to the previous, the purpose for the authorization is especially to enable the company to carry out financial arrangements fast after financial negotiations have been concluded.
Cencorp Corporation’s shareholders Savcor Group Oy and Gaselli Capital Oy, representing ca. 49 percent of the shares in the company, have notified that they will second the Board’s motion.
After this release Cencorp will issue separately a notice to the extraordinary general meeting.
In Mikkeli 7 April 2015
Cencorp Corporation
Board of Directors
For more information:
Iikka Savisalo
President and CEO
Cencorp Oyj
Tel. +358 40 521 6082,
Email: iikka.savisalo@cencorp.com
Distribution:
NASDAQ OMX, Helsinki
Main media
www.cencorp.com
Cencorp Corporation specializes in the clean energy, especially in photovoltaic solutions. Cencorp provides automated production technology for solar modules based on the company’s own technology; production lines for modules; solar modules and special components for solar modules. Cencorp's head office is located in Mikkeli, Finland. The company is part of the Finnish Savcor Group.