Cencorp Corporation Stock Exchange Release 13 November 2013 at 12.00 Finnish Time
Notice to the General Meeting of Cencorp Corporation
Notice is given to the shareholders of Cencorp Corporation to the Extraordinary General Meeting to be held on December 4, 2013 at 10:00 a.m. (Finnish time) at Ravintola Holvi, Savilahdenkatu 11, 50100 Mikkeli, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:30 a.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. Authorization of the Board of Directors to decide on a share issue
The Board of Directors of Cencorp Corporation proposes to the General Meeting, that the General Meeting would authorize the Board of Directors of the company to decide on a share issue to the shareholders of the company and to the holders of the convertible bonds of the company, either in one or in several occasions, so that the maximum number of new shares to be issued based on the authorization is 510 000 000 new shares of the company. The Board of Directors would be entitled to resolve on any other terms and conditions of the share issue.
The authorization would remain in force until further notice, however, in maximum for five years as of the resolution of the General Meeting. The authorization does not revoke the earlier authorizations.
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 financial statements, the group financial statements, the report of the Board of Directors, the auditor’s report of Cencorp Corporation, the latest resolution made after the end of the precedent financial period on distribution of assets, interim reports drafted after the end of the precedent financial period and the statement of the Board of Directors on the events occurred after the interim report of January - September 2013 has been disclosed on November 13, 2013, 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 December 18, 2013.
C. Instructions for the participants in the General Meeting
1. Shareholder registered in the shareholders’ register
Each shareholder, who is registered on November 22, 2013 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 November 29, 2013 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 November 22, 2013. 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 November 29, 2013 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 in originals to the address Cencorp Corporation, Minna Wilkman, Insinöörinkatu 8, 50100 Mikkeli, Finland, 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, November 13, 2013, the total number of shares in Cencorp Corporation and votes represented by such shares is 342.161.270 shares.
In Mikkeli, on November 13, 2013
CENCORP CORPORATION
THE BOARD OF DIRECTORS
