Cencorp - Notice to convene extr.general meeting

INVITATION TO THE EXTRA GENERAL MEETING OF CENCORP CORPORATION

CENCORP CORPORATION        STOCK EXCHANGE RELEASE        03.12.2008

INVITATION TO THE EXTRA GENERAL MEETING OF CENCORP CORPORATION                  

The shareholders of Cencorp Corporation are invited to an Extra General Meeting 
to be held on December 22, 2008 at 16.00 in the company's head offices at the   
address Maksjoentie 11, 08700 Lohja.                                            

THE GENERAL MEETING SHALL DECIDE ON THE FOLLOWING MATTERS:                      

1. SHARE ISSUES                                                                 

1.1	Directed share issue to Sampo Bank plc                                      

The Board of Directors proposes to the Extra General Meeting that it decides    
upon an issue of new shares against consideration where the shares are offered, 
deviating from the shareholders' pre-emptive right of subscription, for         
subscription to Sampo Bank plc (hereinafter referred to as the “SP-issue”). The 
subscription rights are not transferable. In the event that not all of the      
shares offered are subscribed, no other shareholder or any third party has a    
secondary subscription right to the shares.                                     

No more than 44,594,041 new shares are offered for subscription in the SP-issue 
for a subscription price of 0.08 Euros per share.                               

The subscription price in the SP-issue can be paid by setting of Sampo Bank     
plc's 3,567,523.28 Euro senior loan receivable from the company.                

The subscription price is based upon agreement with Sampo Bank plc, having      
regard, inter alia, to the fact that when the issue is finalised a substantial  
part of the company's debts would be converted into equity and thus improve the 
capital structure of the company, and to the fact that Sampo Bank plc           
simultaneously would undertake to amend the terms its remaining loan receivables
to be more favourable to the company.                                           

The Board of Directors is authorised to decide on the detailed subscription     
period of the SP-issue.                                                         

The subscription period of the SP-issue begins on a date set by the Board of    
Directors after the Extra General Meeting and ends on a date set by the Board of
Directors, however being no later than nine (9) months from the date of the     
Extra General Meeting.                                                          

The basis for the share issue is the strengthening of the capital structure of  
the company and securing the general preconditions of operation. Hence the      
deviation from the pre-emptive right of subscription has a weighty financial    
reason for the company.                                                         

The Board of Directors shall decide on all other aspects relating to the        
SP-issue.                                                                       

Sampo Bank plc has given a subscription undertaking whereby it undertakes to    
subscribe the shares offered to it in the SP-issue against the 3,567,523.28 Euro
senior loan receivable it has against the company. The subscription undertaking 
is valid provided certain preconditions are met, including certain resolutions  
by the Board of Directors and the passing of the resolution concerning the      
SP-issue by the Extra General Meeting, substantially on the terms above.        

1.2	Share issue to the shareholders                                             

The Board of Directors proposes to the Extra General Meeting that it would      
decide upon an issue of new shares against consideration, where the shares are  
offered for subscription to the company's shareholders pro rata to their        
previous shareholding in the company (below the “Pre-emptive issue”)            

In addition those shareholders who have used their pre-emptive right to         
subscribe for new shares in the Pre-emptive issue are entitled to subscribe to  
shares that have not been subscribed for based on the primary pre-emptive       
subscription rights (i.e. a secondary subscription right).                      

In the Pre-emptive issue no more than 87,500,000 new shares would be offered for
subscription.                                                                   

The Board of Directors is authorised to resolve in more detail on the maximum   
amount of new shares offered for subscription, however, so that the maximum     
amount of new shares to be offered within the pre-emptive rights issue shall be 
at least 38,750,000 new shares and at most 87,500,000 new shares.               

The subscription price is 0.08 Euros per share. The maximum amount of new       
capital that may be raised in the Pre-emptive issue would hence be no less than 
3,100,000 Euros and no more than 7,000,000 Euros.                               

The Board of Directors is authorised to decide on the detailed subscription     
period of the Pre-emptive issue.                                                

The subscription period of the Pre-emptive issue begins on a date set by the    
Board of Directors after the Extra General Meeting and ends on a date set by the
Board of Directors, however being no later than nine (9) months from the date of
the Extra General Meeting.                                                      

The subscription period begins after the registration of the new shares issued  
in the SP-issue, enabling the shares subscribed to in the SP-issue to take part 
in the Pre-emptive issue.                                                       

The Board of Directors shall decide on all other aspects relating to the        
Pre-emptive issue.                                                              

Savcor Group Ltd Oy undertaken to ensure that new shares for a value of at least
1.6 million Euros are subscribed for in the Pre-emptive issue. The subscription 
undertaking is valid provided certain preconditions are met, including certain  
resolutions by the Board of Directors and the passing of the resolution         
concerning the Pre-emptive issue by the Extra General Meeting, substantially on 
the terms above.                                                                

1.3	Directed share issue to members of the Board of Directors                   

The Board of Directors proposes to the Extra General Meeting that it decides    
upon an issue of new shares against consideration, where the shares are offered,
deviating from the shareholders' pre-emptive right of subscription, for         
subscription to the new board members to be elected by the Extra General Meeting
(hereinafter referred to as the “Incentive-issue”).                             

The subscription rights are not transferable.                                   

In the event that not all of the shares offered are subscribed, no other        
shareholder or any third party has a secondary subscription right to the shares.

No more than 5,000,000 new shares are offered for subscription in the           
Incentive-issue for a subscription price of 0.09 Euros per share. The           
subscription price is set to offer an incentive for the board members and       
increase their commitment to the company.                                       

The Board of Directors is authorised to decide on the detailed subscription     
period of the Incentive-issue.                                                  

The subscription period of the Incentive-issue begins on a date set by the Board
of Directors after the Extra General Meeting and ends on a date set by the Board
of Directors, however being no later than nine (9) months from the date of the  
Extra General Meeting.                                                          

The subscription period begins simultaneously with the Pre-emptive issue in such
manner that shares subscribed for in the Pre-emptive issue cannot participate in
the Incentive-issue.                     

The basis for the share issue is the creation of a share based incentive scheme 
with a committing effect for the members of the Board of Directors. Hence the   
deviation from the pre-emptive right of subscription has a weighty financial    
reason for the company.                                                         

The Board of Directors shall decide on all other aspects relating to the        
SP-issue.                                                                       

Provided Messrs. Hannu Timmerbacka and Matti Paasila, referred to in section 3  
below, are elected board members, they have undertaken to subscribe to shares   
offered in the Incentive-issue for a value of 450,000 Euros.                    

The subscription undertaking is valid provided certain preconditions are met,   
including certain resolutions by the Board of Directors and the passing of the  
resolution concerning the Incentive-issue by the Extra General Meeting,         
substantially on the terms above.                                               

By the share issues referred to above in 1.1-1.3 it is not the intention to     
amend any of the existing, earlier decided authorisations.                      

2.	AMENDING THE ARTICLES OF ASSOCIATION                                         

The Board of Directors proposes to the Extra General Meeting that is decides to 
amend the Articles of Association of the company and remove the redemption right
clause 12 of the Articles of Association.                                       

3.	ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS                                

The Board of Directors proposes that the Extra General Meeting decides on the   
number of members of the Board of Directors and elects at least Messrs. Hannu   
Timmerbacka, Matti Paasila and Markku Jokela as board members, replacing the    
current board members.                                                          

The above mentioned persons have given their consents to the election.          

DOCUMENTS AVAILABLE FOR INSPECTION                                              

The proposals by the Board of Directors, the interim accounts                   
1.1.2008-30.6.2008, the directors' report and the audit report as well as the   
annual accounts 1.1.2007-31.12.2007, the directors' report and the audit report,
and other documents required by the Companies' Act are available for inspection 
by the shareholders at the company's head offices as of December 15, 2008 at the
address Maksjoentie 11, 08700 Lohja. Shareholders will be provided copies of the
aforementioned documents upon request as of the date mentioned.                 

RIGHT TO PARTICIPATE                                                            

Shareholders, that at the latest on December 12, 2008 are recorded as           
shareholders in the register of shareholders as maintained by the Finnish       
Central Securities Depository or shareholders, whose shares are placed in trust 
and that have been temporarily re-registered in the register of shareholders on 
said date, are entitled to participate in the Annual General Meeting.           

ADVANCE NOTICE                                                                  

Shareholders who wish to participate in the general meeting must give notice no 
later than Friday December 19, 2008 at 12.00 either in writing to the address   
Cencorp Corporation, Jaana Eloranta, Maksjoentie 11, 08700 Lohja, by phone to   
the number (019)6610237, by fax to the number (019)6610381 or by e-mail to      
jaana.eloranta@cencorp.com.                                                     

Notices must have been received by the end of the time reserved for providing   
notice.                                                                         

ADVANCE DELIVERY OF PROXIES                                                     

Shareholders may use the right to vote at the Extra General Meeting in person or
through an authorised attorney. The Attorney must present a dated proxy. It is  
requested that possible proxies be delivered to the company by the end of the   
deadline for notifying the company of the intent to participate in the Extra    
General Meeting.                                                                


In Lohja, December 3, 2008                                                      


Cencorp Corporation                                                             

THE BOARD OF DIRECTORS                                                          


Further information:                                                            

Ville Parpola                                                                   
Vice President, Legal Affairs                                                   
Tel. +358 40 772 6484                                                           

Cencorp develops and supplies automation solutions to the electronics and       
semiconductor industry that enhance productivity.                               

Distribution:                                                                   
Helsinki Stock Exchanges                                                        
Main media                                                                      
www.cencorp.com