09/08/2005
In accordance with the Board´s proposal it was resolved that PMJ automec´s name will be changed to Cencorp Oyj. Article 1 of the articles of association was changed as follows: “1 § Name and domicile of the company: Company´s name is
Cencorp Oyj, in Swedish Cencorp Abp and in English Cencorp Corporation. Domicile of the company is Lohja.”
The change of the name shall be registered in the trade register approximately on 31 March 2005. After registration Cencorp Oyj will be the official trade name of the company.
The financial statements for the fiscal year 2004 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, 2004. Likewise, it was resolved that
the losses confirmed according to the balance sheet shall be covered using issue premium fund. Release from liability for the fiscal year January 1 – December 31, 2004, 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 four members to the Board. The previous members elected to the Board were Markku Jokela, Jorma Kielenniva, Petri Väinölä and Pekka Välimäki. In accordance with the proposal of the Nomination and Remuneration Committee, the stock options held by subsidiary of PMJ automec were given to the Board members as part of the remuneration package so that each Board member receives 107,000 stock options in accordance with the PMJ automec´s 2004 stock option plan. Subscription price of shares is defined in the stock option plan and it is EUR 0.78 per share.
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.
KPMG Oy Ab was elected as the Company’s auditor, with Authorised Public Accountant Sune Almqvist to be the primarily responsible auditor.
In accordance with the board´s proposal Annual General Meeting authorised the Board of Directors to decide on an increase in the share capital through a rights issue and/or to issue stock options and/or to take out a convertible bond loan in one or more lots so that the increase in the share capital shall be at most EUR 78,126.40. Hence, new shares to the counter-value of EUR 0.10 can be issued up to the maximum amount of 781,264 shares through a rights issue or option rights or a convertible bond loan. The total authorised amount equals approximately 2.5 per cent of the share capital currently registered. The authorisation includes the right to deviate from the shareholders’ pre-emptive subscription right if, from the Company’s point of view, there is a strong financial reason to do so, such as for the purpose of financing or carrying out an acquisition or other arrangement, or to develop Company’s capital structure. The Board of Directors has the right to resolve on who is entitled to subscribe for shares, the subscription price, the grounds for the determination of
the subscription price, other terms relating to a share subscription as well as on other terms and matters relating to a rights issue, stock options and the taking out of a convertible bond loan. If necessary, the subscription issue can be paid for with apport property or by exercising the right of set-off.
The Board of Directors of the Company shall likewise be authorised to decide on other matters and conditions pertaining to the subscription issue, the issue of options or the issue of a convertible bond. The authorisation is valid for one year from the Annual General Meeting, until 23 March 2006.
Virkkala, Finland March 23, 2005
PMJ automec Corporation
BOARD OF DIRECTORS