Cencorp - Notice to convene extr.general meeting

Notice to the Extraordinary General Meeting of Cencorp Corporation

Cencorp Corporation                Notice to the Extraordinary General Meeting
7 April 2015 at 19.05 Finnish time 



Notice to the Extraordinary General Meeting of Cencorp Corporation

Notice is given to the shareholders of Cencorp Corporation to the Extraordinary
General Meeting to be held on 29 April 2015 at 13:00 p.m. (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 p.m. (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. Board´s proposal to the General Meeting

6.1. 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. 


6.2. 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. 


6.3. 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. 


6.4. 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. 


6.5. 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. 

7. 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 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 latest auditor's report of Cencorp Corporation as well as quarterly
reports published after the end of the latest financial year and latest
dividend decision and boards review concerning events after end of last
financial year 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 will be sent to
shareholders upon request. The minutes of the meeting will be available on the
above-mentioned website as from 13 May 2015. 



C. Instructions for the participants in the General Meeting

1.                         Shareholder registered in the shareholders' register

Each shareholder, who is registered on 17 April 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  24 April 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 17 April 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 24 April 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, 7 April 2015, the total
number of shares in Cencorp Corporation and votes represented by such shares is
862.472.136 shares. 





In Mikkeli, on April 7, 2015



CENCORP CORPORATION



THE BOARD OF DIRECTORS