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2007-04-18 08:30:00 CEST 2007-04-18 08:30:00 CEST REGULATED INFORMATION Cencorp - Decisions of general meetingDECISIONS OF THE ANNUAL GENERAL MEETING OF CENCORP CORPORATION HELD ON APRIL 17, 2007The financial statements for the fiscal year 2006 were approved. In accordance with the Board's proposal, it was resolved that no dividend shall be paid for the fiscal year January 1 - December 31, 2006. Likewise, it was resolved that the net loss of the fiscal year 2006 will be entered in the in the retained earnings account. Release from liability for the fiscal year January 1 - December 31, 2006 was granted to the members of the parent company's Board and the CEOs employed by the company during the fiscal year. The Annual General Meeting passed a resolution to elect three members to the Board. The previous members elected to the Board were Mr. Jorma Kielenniva, Mr. Markku Jokela and Mr. Sauli Kiuru. At the Board's organization meeting that was held after the Annual General Meeting, Jorma Kielenniva was elected Chairman of the Board and Markku Jokela Vice Chairman of the Board. Cencorp´s Vice President, Legal Affairs Mr. Ville Parpola continues as the secretary of the board. Jorma Kielenniva and Markku Jokela were elected as members of the Nomination and Compensation Committee. Mr Jorma Kielenniva was elected as the Chairman of the Nomination and Compensation Committee. Tilintarkastus Tuokko Oy was elected as the Company's auditor, with Authorised Public Accountant Timo Tuokko to be the primarily responsible auditor. In accordance with the Board's proposal, it was resolved that Articles of Association of the company will be changed as follows: - Sections 3, 4 and 13 concerning share capital of the company, number of shares and voting rights attached to the shares were wholly or partly removed as redundant. - Sections 8 and 9 concerning the right to sign for the company were amended to correspond to the wording of the Companies Act. - Section 11 concerning the notice of a General Meeting was amended to the effect that the notices can be delivered not earlier than three months prior to the General Meeting instead of the current two months. - The list of matters to be considered at the Annual General Meeting of Shareholders was amended to correspond to the amended legislation. - The reference concerning the date of registration in section regarding the Book-entry System was removed as redundant. - Section concerning record date procedure was removed as redundant. - The numbering of the sections in the Articles of Association was amended correspondingly due to the above amendments. In accordance with the Board's proposal, it was resolved that the Board of Directors of the company is authorized to resolve on the issuance of shares and stock options and other special rights entitling to shares subject to chapter 10, section 1 of the Companies Act as follows. The aggregate number of shares issued on the basis of the authorization may not exceed 10,000,000 shares. The Board of Directors is authorized to resolve on all the terms and conditions concerning the issue of shares and stock options and other special rights entitling to shares. Issuance of shares and other special rights entitling to shares can be carried out as a directed issue. Authorization is valid until further notice, however not more than five years from the decision by the Annual General Meeting of Shareholders. Virkkala, April 18, 2007 Cencorp Corporation BOARD OF DIRECTORS Further information: Ville Parpola Vice President, Legal Affairs Tel. +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.pmjautomec.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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