Cencorp - Notice to general meeting

Notice to the General Meeting of Cencorp Corporation

Cencorp Corporation           Stock Exchange Release 6 May 2015 at 15.30
Finnish time 


Notice to the General Meeting of Cencorp Corporation

Notice is given to the shareholders of Cencorp Corporation to the Annual
General Meeting to be held on 28 May 2015 at 13:00 (Finnish time) at the
company's headquarters at Insinöörinkatu 8, 50100 Mikkeli, Finland. The
reception of persons who have registered for the meeting and the distribution
of voting tickets will commence at 12:30 (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. Presentation of financial statements, group financial statements, the report
of the Board of Directors and the auditor's report for the year 2014 and the
review by the CEO 

7. Adoption of the financial statements and group financial statements

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 
The Board of Directors proposes to the General Meeting that the loss for the
financial year ended on 31 December 2014 is entered in retained earnings and
that no dividend will be distributed. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the number of members of the Board of Directors

11. Resolution on the remuneration and principles for travelling cost payments
of the members of the Board of Directors 

12. Election of members of the Board of Directors

13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the auditor's fee
and compensation for costs will be paid against a reasonable invoice approved
by Cencorp Corporation. 

14. Election of auditor
The Board of Directors of the company has resolved to invite tenders for the
company's auditing. The Board's proposal for an auditor will be published on a
separate release prior the General Meeting. 

15. Reduction of the share capital to cover losses
The Board of Directors proposes to the general meeting that the meeting
resolves to reduce the company's share capital of EUR 3,425,059.10 by EUR
2,925,059.10 to cover losses. The accrued losses from the financial year ended
on 31 December 2014 and the previous financial years would be partly covered by
reducing the company's share capital by EUR 2,925,059.10 and the distributable
non‐restricted equity fund by EUR 44,031,988.69, the reserve fund by EUR
211,384.16 and the premium fund by EUR 4,695,570.81. After the reductions the
company's new share capital would be EUR 500,000.00. The company's accrued
losses on 31 December 2014 amounted to EUR 54,384,334.28. The reductions would
be allocated to the losses in chronological sequence starting from the oldest
one. The equity of the company including the subordinated loans amounted to EUR
1,189.342.86 or ca. 34.7 percent of the share capital on 31 December 2014. The
company's subordinated loans amounted to EUR 3,209,674.38 on 31 December 2014. 

During the three years following the registration of the reduction of the share
capital the equity may be distributed to the shareholders only in accordance
with the creditor protection procedure pursuant to the Chapter 14, sections 3 -
5 of the Finnish Companies Act (21.7.2006/624, amendments included). 

A reason for the reduction of the share capital is that covering the losses
according to the Board's proposal would simplify the balance sheet structure of
the parent company and strengthen the ratio of the company's equity to the
share capital. The proposal is subject to the general meeting has been adopting
the financial statements pursuant to the section 7 of this Notice to the
General Meeting and the loss for the financial year 2014  to be entered in the
retained earnings pursuant to the section 8 of this Notice. 

16. Evaluation of the company's financial situation and measures to remedy the
company's financial position 
The equity of the parent company (including subordinated loans) amounted to EUR
1,189,34.86 or 34.7 percent of the share capital as per 31 December 2014. 
Thus, the parent company's equity has decreased below half of the share
capital. In the section 15 of this Notice to the General Meeting the Board of
Directors has separately proposed that the ratio of the company's equity to the
share capital will be strengthened by reducing the share capital for loss
coverage pursuant to the Board's proposal. 

In practice Cencorp has already commenced measures to remedy the financial
position of the company. In the extraordinary general meeting held on 29 April
2015 the Board of Directors was authorized to decide on a share issue of max.
900,000,000 shares to enable the company to finalize its financial arrangements
fast after financial negotiations have been finished. On this date of this
Notice to the General Meeting the company's financial negotiations are still
going on. 

The Board of Directors proposes that the general meeting addresses the
company's financial situation and considers other possible measures to remedy
the company's financial position too. 

17. Closing of the meeting



B. Documents of the general meeting

The above mentioned proposals for the decisions on the matters on the agenda of
the General Meeting as well as this Notice to the General Meeting are available
on Cencorp Corporation's website at www.cencorp.com.  The latest financial
statements, the latest group financial statements, the latest report of the
Board of Directors and the auditor's report of Cencorp Corporation are
available on the above-mentioned website. The proposals for decisions and the
other above-mentioned documents are also available at the General Meeting.
Copies of these documents and of this Notice to the General Meeting will be
sent to shareholders upon request. The minutes of the meeting will be available
on the above-mentioned website as from 11 June 2015. 


C. Instructions for the participants in the General Meeting

1. Shareholder registered in the shareholders' register

Each shareholder, who is registered on 18 May 2015 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 is registered in the shareholders' register of the company
and who wants to participate in the General Meeting, shall register for the
meeting no later than 25 May 2015 by 4:00 p.m. (Finnish time) by giving a prior
notice of participation which shall be received by the company no later than on
the above-mentioned date. 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. 

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove her/her identity and/or right of
representation. 


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 would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd on 18 May 2015. 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 25 May 2015 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 to the address Cencorp
Corporation, Minna Wilkman, Insinöörinkatu 8, 50100 Mikkeli, Finland or by
email minna.wilkman@savcor.com, 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, 6 May 2015, the total number
of shares in Cencorp Corporation and votes represented by such shares is
862.472.136 shares and votes. 


On 29 April 2015 the extraordinary general meeting of Cencorp Corporation
resolved to change the company's trade name to Valoe Corporation. On the date
of this Notice to the General Meeting registration of the new trade name at the
Finnish Patent and Registration Office is not yet finished. The trade name
change may come into force before the general meeting of this Notice. 



In Mikkeli, on May 6, 2015

CENCORP CORPORATION

THE 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.