2006

INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF CENCORP CORPORATION AND THE PROPOSAL BY THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING

18/08/2006

Shareholders of Cencorp Corporation are invited to attend the
Extraordinary General Meeting, which will be held on 8 September 2006 at 2.00 p.m. at the Company’s Head Office Maksjoentie 11, 08700 Virkkala, Finland.

THE AGENDA OF THE MEETING IS THE FOLLOWING:

1. Amount of the board members and proposal concerning two new members Cencorp Corporation’s Nomination and Compensation Committee proposes two new  members to the board of directors of Cencorp Corporation and confirming the number of members in the board as five. Mr. Jorma Kielenniva, Mr. Markku Jokela and Mr. Sauli Kiuru continue as board members.

2. Proposal by the Board of Directors to the Extraordinary General Meeting of Shareholders to authorize the Board of Directors to decide on the issue of stock options or other special rights entitling to shares

The Board of Directors proposes that the Extraordinary General
Meeting of Shareholders would authorize the Board of Directors to decide on the issue of stock options or other special rights
entitling to shares in one or several lots. The maximum total
number of shares that can be issued by virtue of stock options or other special rights is 5,000,000. It is proposed that the
authorization is valid until further notice, however not more than five years from the decision by the Extraordinary General Meeting of Shareholders.

3. Proposal by the Board of Directors for the incentive program
for the key personnel

The Board of Directors proposes that the Extraordinary General
Meeting of Shareholders would decide to issue stock options to the key personnel of the Cencorp Group, as well as to a wholly-owned subsidiary of Cencorp Corporation.

The stock options are intended to form part of the incentive and commitment program for the key personnel. The stock options entitle their owners to subscribe for new shares in the Company.

COMMITMENT ISSUED BY CERTAIN SHAREHOLDERS

Shareholders who represent over 25 percent of the votes of the company have informed that they support proposals of the Board of Directors.

PUBLIC DISPLAY OF DOCUMENTS

Most recent financial statement, Board of Director’s
administration report, audit report,  the decision by the annual
general meeting on the profit or loss of the most recent financial year,  interim reports written  after the end of the most recent financial year, the Board of Directors’s account of events that have affected substantially the company’s position after the issue of the most recent interim report and the proposals of the Board of Directors are available for examination by shareholders at the Company’s Head Office as of 28 August 2006, at address of Maksjoentie 11, 08700 Virkkala, Finland. Upon request, copies of the above mentioned documents will be delivered to the requesting shareholder by mail.

RIGHT TO PARTICIPATE

Shareholders who have been entered, no later than on 29 August 2006,  as shareholders in the company’s Shareholder Register kept by Finnish Central Securities Depository Ltd or who under the Companies Act (624/2006), Chapter 5, Section 6 have the right to participate in  the Extraordinary General Meeting.

REGISTRATION

A shareholder who wishes to participate in the Extraordinary
General Meeting must register no later than on 7 September 2006 by 12.00 p.m. either in writing to the address Cencorp Corporation, Mrs Saija Tirkkonen, Maksjoentie 11, 08700 Virkkala, Finland by telephoning the number +358-19-6610 233, by sending telefax to the number +358-19-6610 381 or by sending e-mail to the address saija.tirkkonen@cencorp.com. The registration must reach the company before the close of the registration period. It is requested that proxies on the basis of which an authorized person wishes to exercise the shareholder’s right to vote at the meeting be delivered to the company before the close of the registration period.


Virkkala, Finland 18 August 2006

Cencorp Corporation

BOARD OF DIRECTORS


APPENDICES:

Appendix 1: Proposal by the Board of Directors to the
Extraordinary General Meeting of Shareholders to authorize the
Board of Directors to decide on the issue of stock options or
other special rights entitling to shares
Appendix 2: Proposal by the Board of Directors to the
Extraordinary General Meeting of Shareholders concerning the issue of stock options
Appendix 3: Cencorp Corporation stock options 2006

Further information:

Ville Parpola
Executive 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.cencorp.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.

 

 

 

Appendix 1:

PROPOSAL BY THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE OF STOCK OPTIONS OR OTHER SPECIAL RIGHTS
ENTITLING TO SHARES


The Board of Directors proposes that the extraordinary General
Meeting of Shareholders would authorize the Board of Directors to decide on the issue of stock options or other special rights
entitling to shares in one or several lots. The maximum total
number of shares that can be issued by virtue of stock options or other special rights is 5,000,000.

It is proposed that the authorization is valid until further
notice, however not more than five years from the decision by the General Meeting of Shareholders.

 


Appendix 2:

PROPOSAL BY THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS CONCERNING THE ISSUE OF STOCK OPTIONS

The Board of Directors proposes that stock options be issued by the Extraordinary General Meeting of Shareholders to the key personnel of the Cencorp Group, as well as to a wholly owned subsidiary of Cencorp Corporation, on the terms and conditions attached hereto.

The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the key personnel. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key personnel to the Company.

The maximum total number of stock options issued shall be
1,500,000. The stock options entitle their owners to subscribe for a maximum total of 1,500,000 new shares in the Company.  The stock options now issued can be exchanged for shares constituting a maximum total of 4.6% of the Company’s shares and votes of the shares (31,250,591 shares/votes at the moment), after the potential share subscription.

The share subscription price is based on the prevailing market
price of the Cencorp Corporation share on the Helsinki Stock
Exchange in September 2006, July—August 2007 and April—May 2008.

The share subscription period shall be: for stock options 2006A, 1 April 2008—30 April 2010, for stock options 2006B, 1 April 2009—30 April 2011 and for stock options 2006C, 1 April 2010—30 April 2012.

A share ownership plan, in which the Group key personnel are
obliged to acquire the Company’s shares with a proportion of the income gained from the stock options, shall be incorporated to the stock options 2006. The manner, in which the share ownership plan shall be executed, shall be decided by the Board of Directors in connection with the decision to distribute stock options.

 

 

Appendix 3:

CENCORP CORPORATION STOCK OPTIONS 2006

The Board of Directors of Cencorp Corporation (Board of Directors) has in its meeting on 18 August 2006 resolved to propose to the Extraordinary General Meeting of Shareholders of Cencorp Corporation (Company) to be held on 8 September 2006 that stock options be issued to the key personnel of the Company and its subsidiaries (Group) and to a wholly owned subsidiary of the Company, on the following terms and conditions:


I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The maximum total number of stock options issued shall be
1,500,000, and they entitle their owners to subscribe for a
maximum total of 1,500,000 new shares in the Company.

2. Stock Options

Of the stock options, 500,000 shall be marked with the symbol
2006A, 500,000 shall be marked with the symbol 2006B and 500,000 shall be marked with the symbol 2006C.

The people, to whom stock options are issued, shall be notified in writing by the Board of Directors about the offer of stock
options. The stock options shall be delivered to the recipient
when he or she has accepted the offer of the Board of Directors.

3. Right to Stock Options

The stock options shall be issued gratuitously to the key
personnel of the Group and to PMJ testline Oy (Subsidiary), a
wholly owned subsidiary of the Company. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group’s incentive and commitment program for the key personnel.

4. Distribution of Stock Options

The Board of Directors shall decide upon the distribution of the
stock options. The Subsidiary shall be granted stock options to
the extent that the stock options are not distributed to the key
personnel of the Group.

The Board of Directors shall later decide upon the further
distribution of the stock options granted or returned later to the Subsidiary, to the key personnel employed by or to be recruited by the Group.

Upon issue, all stock options 2006B and 2006C and those stock
options 2006A that are not distributed to the key personnel, shall be granted to the Subsidiary. The Subsidiary can distribute stock options 2006 to the key personnel employed by or to be recruited by the Group by the resolution of the Board of Directors.


5. Transfer of Stock Options and Obligation to offer Stock Options

The stock options are freely transferable, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer of a stock option also before such date. The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock option owner has the right to acquire possession of the stock options when the relevant share subscription period begins. Should the stock option owner transfer his/her stock options, such person is obliged to inform the Company about the transfer in writing, without delay.

Should a stock option owner cease to be employed by or in the
service of the Group, for any reason than the death or the
statutory retirement of a stock option owner, such person shall,
without delay, offer to the Company or its order, free of charge, the stock options for which the share subscription period specified in Section II.2 has not begun, on the last day of such person’s employment or service. The Board of Directors can, however, in the above-mentioned cases, decide that the stock option owner is entitled to keep such stock options, or a part of them, which are under the offering obligation.

Regardless of whether the stock option owner has offered his/her stock options to the Company or its order or not, the Company is entitled to inform the stock option owner in writing that the stock option owner has lost his/her stock options on the basis of the above-mentioned reasons. Should the stock options be transferred to the book-entry securities system, the Company has the right, whether or not the stock options have been offered to the Company or its order, to request and get transferred all the stock options under the offering obligation from the stock option owner’s book-entry account to the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company is entitled to register transfer restrictions and other respective restrictions concerning the stock options to the stock option owner’s book-entry account, without the consent of the stock option owner.


II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to subscribe for new Shares

Each stock option entitles its owner to subscribe for one (1) new share in the Company. As a result of the share subscriptions, the number of the Company’s shares may be increased by a maximum of 1,500,000 new shares. The share subscription price shall be entered as an increase in the share capital.

The Subsidiary shall not be entitled to subscribe for shares on
the basis of the stock options.

2. Share Subscription and Payment

The share subscription period shall be

-        for stock option 2006A     1 April 2008—30 April 2010
-        for stock option 2006B     1 April 2009—30 April 2011
-        for stock option 2006C     1 April 2010—30 April 2012.

Share subscriptions shall take place at the head office of the
Company or possibly at another location to be determined later. In the case of the stock options having been transferred to the book-entry securities system, the stock options with which shares have been subscribed for shall be deleted from the subscriber’s book-entry account. Upon subscription, payment for the shares subscribed for, shall be made to the bank account appointed by the Company. The Board of Directors shall decide on all measures concerning the share subscription.

3. Share Subscription Price

The share subscription price shall be:

-        for stock option 2006A, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 September—30 September 2006
-        for stock option 2006B, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 July—31 August 2007
-        for stock option 2006C, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 April—31 May 2008.

The share subscription price of the stock options may be decreased
in certain cases mentioned in Section 7 below. The share
subscription price shall, nevertheless, always amount to at least EUR 0.01.

4. Registration of Shares

Shares subscribed for and fully paid shall be registered in the
book-entry account of the subscriber.

5. Shareholder Rights

The dividend rights of the shares and other shareholder rights
shall commence when the new shares have been registered.

6. Share Issues, Stock Options and other special Rights entitling to Shares before Share Subscription

Should the Company, before the share subscription, decide on an issue of shares or an issue of new stock options or other special rights entitling to shares, a stock option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription price or both of these.

7. Rights in Certain Cases

If the Company distributes dividends or funds from the
unrestricted shareholders’ equity reserves, from the share
subscription price of the stock options, shall be deducted the
amount of the dividend decided after the beginning of the period for determination of the share subscription price but before share subscription, or the amount of the distributable unrestricted shareholders’ equity, as per the dividend record date or the record date of the repayment of equity.

If the Company reduces its share capital by distributing share
capital to the shareholders, from the share subscription price of
the stock options, shall be deducted the amount of the
distributable share capital decided after the beginning of the
period for determination of the share subscription price but
before share subscription, as per the record date of the repayment of share capital.

If the Company is placed in liquidation before the share
subscription, the stock option owner shall be given an opportunity to exercise his/her share subscription right before the liquidation begins, within a period of time determined by the
Board of Directors. If the Company is deleted from the register,
before the share subscription, the stock option owner shall have the same right as, or an equal right to, that of a shareholder.

If the Company resolves to merge into another company as the
company being acquired or into a company to be formed in a
combination merger, or if the Company resolves to be divided, the stock option owners shall, before the merger or division, be given the right to subscribe for the shares with their stock options, within a period of time determined by the Board of Directors. After such period, no share subscription right shall exist. In the above situations the stock option owners shall have no right to require that the Company redeem the stock options from them at their market value.

Acquisition or conveyance of the Company’s own shares or
acquisition of stock options or other special rights entitling to
shares shall have no impact on the status of the stock option
owner. If the Company, however, resolves to acquire or convey its own shares from all shareholders, the stock option owners shall be made an equivalent offer.

If a redemption right and obligation to all of the Company’s
shares, as referred to in Chapter 18 Section 1 of the Finnish
Companies Act, arises to any of the shareholders, before the end of the share subscription period, on the basis that a shareholder possesses over 90% of the shares and the votes of the shares of the Company, the stock option owners shall be given a possibility to use their right of share subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or they shall be given an equal possibility to that of shareholders to sell their stock options to the redeemer, irrespective of the transfer restriction defined in Section I.5 above. A shareholder who possesses over 90% of the shares and votes of the shares of the Company has the right to purchase the stock option owner’s stock options at their market value.


III OTHER MATTERS

The laws of Finland shall be applied to these terms and
conditions. Disputes arising in relation to the stock options
shall be settled by arbitration in accordance with the Arbitration
Rules of the Central Chamber of Commerce. Disputes arising in
relation to the application of the Finnish Companies Act shall,
however, be heard in competent courts, as referred to in Chapter 24 Section 1 of the Finnish Companies Act.

The Board of Directors may decide on the transfer of the stock
options to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions, as well as on other amendments and specifications to these terms and conditions which are not considered essential. Other matters related to the stock options shall be decided on by the Board of Directors.

The Company shall be entitled to withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, free of charge, if the stock option owner acts against these terms and conditions, or against the regulations given by the Company on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities.

These terms and conditions have been made in Finnish and in
English. In the case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions shall decide.