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2007-09-07 08:30:00 CEST 2007-09-07 08:30:00 CEST REGULATED INFORMATION Cencorp - Notice to convene extr.general meetingINVITATION TO CENCORP CORPORATION´S EXTRAORDINARY GENERAL MEETINGCencorp Corporation's shareholders are invited to the Company's Extraordinary General Meeting to be held at 09.00 hrs on the 27th of September 2007 in the Company headquarters at Maksjoentie 11, 08700 Lohja, Finland. MATTERS TO BE DECIDED AT THE EXTRAORDINARY GENERAL MEETING 1. Issues related to strengthening of working capital and shareholders equity 1.1. Directed Share Issue (Members of the Board of Directors and the Management Group) The Board of Directors proposes that the Extraordinary General Meeting offers for subscription minimum of 2,000,000 and maximum of 4,000,000 new shares in deviation of the shareholders' pre-emptive subscription right to the members of the Board of Directors and the Management Group of the Company. The subscription price of each new share is EUR 0.34, which is equal to the average trading price of the shares of the Company during the 10 trading days prior to this notice to the Extraordinary Shareholders Meeting (7 September 2007) . The subscription price of the shares is recorded entirely to the fund of invested non-restricted equity. The subscription price is based on the development of the share price of the Company and on the negotiations conducted with the investors of the Company. By this share issue the Board of Directors avoids a situation where the shareholders equity is less than half of the share capital of the Company (Section 20:23§ of the Companies Act). The Board of Directors considers that the subscription price is equal to the fair market value of the shares. The Company shall acquire a fairness option from an independent third party regarding the subscription price of the shares. 1.2. Amending the terms and conditions of Cencorp Corporation Convertible Capital Notes 2006 The Company has on 11 October 2006 and 21 November 2006 decided on issue of convertible capital notes (Cencorp Corporation Convertible Capital Notes 2006). The principal of the loan is EUR 5,739,007.40. The conversion rate is EUR 0.70. The loan is held by Etra Invest Oy, FT Capital Oy, Markku Jokela, Keskinäinen työeläkevakuutusyhtiö Varma and Sampo Pankki Oyj. The Board of Directors proposes that the terms and conditions of the loan are amended as follows: The conversion rate of the loan is amended so that the conversion rate is equal to the average trading price of the shares of the Company during the 10 trading days prior to subscription of shares. The minimum conversion rate is EUR 0.34 and the maximum conversion rate is EUR 0.70. If all holders of the loan exercise their right to subscribe the shares in full, the number of shares in the Company is increased by minimum of 8.198.582 shares and maximum of 16.879.433 shares. The subscription price of the shares is recorded entirely to the fund of invested non-restricted equity. The subscription price is based on the development of the share price of the Company and on the negotiations conducted with the investors of the Company. By this share issue the Board of Directors avoids a situation where the shareholders equity is less than half of the share capital of the Company (Section 20:23§ of the Companies Act). The Board of Directors considers that the subscription price is equal to the fair market value of the shares. The Company shall acquire a fairness option from an independent third party regarding the subscription price of the shares. DISPLAY FOR PUBLIC INSPECTION OF THE DOCUMENTS Copies of the documents relating to the last financial statements, including the interim statements, and the Board of Directors' proposals with attachments will be available for inspection by shareholders from the 19th September 2007 at the Company head office, in address Maksjoentie 11, 08700 Lohja, Finland. Copies of the documents will be sent to shareholders on request. PARTICIPATION RIGHTS In order to have the right to participate in the Extraordinary 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 17 September 2007. NOTIFICATION The shareholder wishing to participate in the Extraordinary General Meeting must notify the Company of this intention by the 26th September 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, 7 September 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 Neither this press release nor any copy of it may be taken, transmitted into or distributed in the United States of America or its territories or possessions. |
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