Cencorp Corporation's shareholders are invited to the company's Annual General
Meeting to be held at 14.00 hrs on the 17th of April 2007 in the company
headquarters at Maksjoentie 11, 08700 Lohja, Finland.
MATTERS TO BE DECIDED AT THE ANNUAL GENERAL MEETING
1. Matters coming within the scope of the AGM as detailed in Article 14 of the
Company's Articles of Association.
2. A proposal by the Board of Directors to amend the Articles of Association of
the company
The Board of Directors proposes to the Annual General Meeting that the Articles
of Association be amended. The amendments are mainly due to the new Companies
Act, which entered into force on 1 September 2006 and which no longer stipulates
that certain information that is mainly attributable to the law is included in
the Articles of Association of the company. The amendments are mainly of
technical nature. The main content of the proposed amendments is the following.
- Sections 3, 4 and 13 concerning share capital of the company, number of shares
and voting rights attached to the shares are wholly or partly removed as
redundant.
- Sections 8 and 9 concerning the right to sign for the company are amended to
correspond to the wording of the Companies Act.
- Section 11 concerning the notice of a General Meeting is amended to the effect
that the notices can be delivered not earlier than three months prior to the
General Meeting instead of the current two months.
- The list of matters to be considered at the Annual General Meeting of
Shareholders is amended to correspond to the amended legislation.
- The reference concerning the date of registration in section regarding the
Book-entry System is removed as redundant.
- Section concerning record date procedure is removed as redundant.
- The numbering of the sections in the Articles of Association is amended
correspondingly due to the above amendments.
3. A proposal by the Board of Directors to authorize the Board of Directors to
resolve on a share issue and issue of stock options and other special rights
entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Board of
Directors of the company be authorized to resolve on the issuance of shares and
stock options and other special rights entitling to shares subject to chapter
10, section 1 of the Companies Act as follows.
The aggregate number of shares issued on the basis of the authorization may not
exceed 10,000,000 shares. The Board of Directors is authorized to resolve on all
the terms and conditions concerning the issue of shares and stock options and
other special rights entitling to shares. Issuance of shares and other special
rights entitling to shares can be carried out as a directed issue. It is
proposed that the authorization is valid until further notice, however not more
than five years from the decision by the Annual General Meeting of Shareholders.
AUDITOR
Shareholders representing altogether approximately 25,1 % of all the shares of
the company have notified that they will propose to the Annual General Meeting
of Shareholders that Tilintarkastus Tuokko Oy, an auditing entity authorized by
the Central Chamber of Commerce with Authorised Public Accountant Timo Tuokko to
be the primarily responsible auditor, be elected as the auditor of the company.
DISPOSAL OF THE FISCAL YEAR'S RESULT
Board of Directors proposes to the Annual General Meeting that the net loss for
the review period ended on 31 December 2006 to be entered in the retained
earnings and that no dividend be paid.
DISPLAY FOR PUBLIC INSPECTION OF THE DOCUMENTS
Copies of the documents relating to the 2006 financial statements and the Board
of Directors' proposals will be available for inspection by shareholders from
the 10th of April 2007 at the company head office, in address Maksjoentie 11,
08700 Lohja, Finland. Copies of the documents will be sent to shareholders on
request. The annual report can also be read on the company's Internet site at
www.cencorp.com from the April 4, 2007.
Participation rights
In order to have the right to participate in the Annual General Meeting, the
shareholder must be registered in the company's shareholder register, which is
maintained by Finnish Central Securities Depository Ltd, by no later than April
5, 2007.
NOTIFICATION
The shareholder wishing to participate in the Annual General Meeting must notify
the company of this intention by the 16th April 2007 at 12.00 hrs, either in
writing to address Cencorp Corporation, Jaana Eloranta, Maksjoentie 11, 08700
Lohja, Finland, by telephone at number +358-19-6610 237, by telefax to number
+358-19-6610 381 or by e-mail to jaana.eloranta@cencorp.com. The notification
must have reached Cencorp before the end of the registration period. Any proxies
to use a shareholder's voting rights are requested to be sent to the company
before the end of the registration period.
At Lohja, 29th March 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