Cencorp - Company Announcement

CENCORP POSTPONES ITS ANNUAL GENERAL MEETING TO BE HELD LATER ON AND GIVES A NOTICE TO AN EXTRAORDINARY GENERAL MEETING TO BE HELD ON 29 APRIL 2015 TO HANDLE THE BOARD’S PROPOSALS FOR CHANGING THE COMPANY’S NAME TO VALOE OYJ

Cencorp Corporation     Stock Exchange Release 7 April 2015 at 18.50 Finnish
time 



CENCORP POSTPONES ITS ANNUAL GENERAL MEETING TO BE HELD LATER ON AND GIVES A
NOTICE TO AN EXTRAORDINARY GENERAL MEETING TO BE HELD ON 29 APRIL 2015 TO
HANDLE THE BOARD'S PROPOSALS FOR CHANGING THE COMPANY'S NAME TO VALOE OYJ,
AMENDING THE COMPANY'S LINE OF BUSINESS TO CLEAN ENERGY AND FOR AUTHORIZATION
FOR SHARE ISSUE, AMONG OTHERS 



Deviating from the previously announced, Cencorp's Board of Directors has today
resolved to postpone the annual general meeting to be held later on. As
previously announced an annual general meeting was supposed to be held on 29
April 2015. The reason for postponing the meeting is that the company's
financial statement for the financial year 2014 is not yet available. The
Finnish Financial Supervisory Authority has granted Cencorp an exemption permit
to deviate from the deadline of the disclosure of the Financial Statement and
the Report of the Board of Directors pursuant to the Finnish Securities Market
Act. According to the exemption permit, Cencorp has to publish the Financial
Statement and the Report of the Board of Directors on 30 April 2015 at latest. 



Cencorp's Board of Directors has today resolved to give a notice to an
extraordinary general meeting to be held on 29 April 2015 to handle the
following proposals: 



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. 



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. 



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. 



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. 



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. 



After this release Cencorp will issue separately a notice to the extraordinary
general meeting. 





In Mikkeli 7 April 2015





Cencorp Corporation



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.