GeoSentric Oyj - Notice to convene extr.general meeting

EXTRAORDINARY GENERAL MEETING OF GEOSENTRIC OYJ

GEOSENTRIC OYJ      STOCK EXCHANGE RELEASE October 15, 2013 at 17:50





EXTRAORDINARY GENERAL MEETING OF GEOSENTRIC OYJ





The Board of Directors of GeoSentric Oyj (“GeoSentric” or the “Company”) has
decided to convene an Extraordinary General Meeting of the shareholders on
Thursday, November 7, 2013 at 10:00 am. The Extraordinary General Meeting shall
be held at Pörssitalo, Fabianinkatu 14, 00100 Helsinki. The reception of
notified registered shareholders will begin at 9:30 am. 





The following matters shall be handled in the meeting:



1. Amending the company's articles of association



1.1 Background



The listing committee of NASDAQ OMX Helsinki Ltd has on September 26, 2013
decided to delist the shares of GeoSentric Oyj from NASDAQ OMX Helsinki Ltd
stock exchange list on Monday, October 28, 2013. As a consequence of the
delisting the Board of Directors proposes several changes in Company's Articles
of Association, including changing the Company from public (Plc) to a private
limited liability company (Ltd) and removing the Company's shares from the
book-entry system. The Company must also adopt a new practice for delivering
the invitations to its general meetings. 



The proposed amendments to the Articles of Association are described in detail
in sections 1.2 and 1.3 below. 



1.2 Changing company form and domicile



The Board of Directors proposes that the Company's company form would be
changed to a private limited liability company by amending the 1 § of the
Articles of Association. At the same time the Company's domicile would be
changed to be Helsinki. The new 1 § would read in its entirety to be as
follows: 



“1 § Company name and domicile

The name of the company is GeoSentric Oy, in English GeoSentric Ltd. The
domicile of the company is Helsinki.” 



1.3 Removing shares from book-entry system and proposed other changes



Having the shares issued in the book-entry system incurs substantial annual
costs to the Company and is not required for a non-listed company. According to
law the shares can be removed from the book-entry system at earliest in three
months from the decision date. Therefore the Board of Directors proposes that
the shares would be removed from the book-entry system on February 7, 2014 and
the Company would thereafter maintain its share and shareholders' register
itself. The Board of Directors proposes that the Extraordinary General Meeting
would authorize the Board to make all other required decisions regarding
removal of the shares from the book-entry system in its discretion. The Board
of Directors further proposes certain additional changes to Articles of
Association to reflect the changed status and to simplify management of the
Company. 



According to the Board's proposal 9 § of the Articles of Association
(“Book-entry system”) would be deleted, and numbering of the Articles changed
accordingly. In addition, 3 § (“Board of Directors”), 4§ (“Managing Director”)
and 7 § (“Invitation to General Meeting”) of the Articles of Association would
be amended as follows: 



“3 § Board of Directors

The company has a Board of Directors that has at least one (1) and at a maximum
five (5) ordinary members.  If there are less than three (3) ordinary members
in the Board at least one (1) deputy member must be nominated in addition.  The
term of the members will continue for the time being.” 



“4 § Managing Director

The company may have a managing director that is appointed by the Board of
Directors.” 



“7 § Invitation to General Meeting

The invitation to a General Meeting shall be published in at least one
nationwide newspaper no earlier than two (2) months and no later than one (1)
week before the General Meeting or the last date for advance notice of
participation set forth below if such date has been set.  The invitation will
be sent by email to all shareholders that have notified their email addresses
to the company's share and shareholders' register. 



A shareholder may participate in the General Meeting provided that he/she/it
has given an advance notice to the company on the date specified in the
invitation, which can be no earlier than three (3) days before the General
Meeting.” 



2. Board proposal regarding selling the Company's holdings in GeoSolutions
Holdings N.V. 



As announced on October 14, 2013, the Company has received an offer from its
key creditors to purchase its approximately 24% shareholding in GeoSolutions
Holdings N.V., the only substantial asset the Company has. The creditors have
offered to purchase this asset against the full repayable amount of the debt
the Company has from them, and in addition to provide limited additional
funding to enable the Company to continue its operations. The Board of
Directors has accepted this offer subject to approval of the Extraordinary
General Meeting. The Board has also invited any other offers to be delivered by
October 27, 2013 at the latest so that they can be handled in the Extraordinary
General Meeting. 



The Board of Directors proposes that the General Meeting would authorize the
Board to decide on sale of the Company's approximately 24% holding in
GeoSolutions Holdings N.V. to the key creditors on the terms of the offer made
to the Company and approved by the Board, or any other highest bidder, as
approved by the Extraordinary General Meeting. The Board would further be
authorized to decide on any actions under GeoSolutions Holdings N.V.'s
subscription and shareholders' agreement to the extent they relate to the sale
of GeoSolutions Holdings N.V. shares by the Company or exercising any rights
the Company has under the said agreement. 



3. Revised Board proposal for reverse share split



The Board proposes that the existing authorization to decide on reverse share
split and related directed issue of shares without charge would be kept in
force with the following adjustments to reflect the Company's delisting and
change of company form to a private limited liability company: 



The Board proposes it is authorized to decide on reduction of the number of the
Company's shares, without decreasing the share capital, by means of a reverse
share split merging a maximum of one thousand (1,000) existing shares into one
(1) new share, as decided by the Board. The reverse share split is proposed to
be accomplished by redeeming from each shareholder a number of shares
determined in accordance with a redemption ratio of maximum of 999/1000 (i.e.,
nine hundred ninety-nine (999) out of every one thousand (1,000) shares would
be redeemed). The purpose of the reverse share split is to bring the number of
Company shares down to better manageable level considering also removal of the
share from the book-entry system. The Board therefore holds that the Company
has a weighty financial reason for the proposed reverse share split and related
share redemption. 



If required by law or deemed advisable by the Board to effect the redemption,
the Board would be authorized to issue shareholders new shares without a charge
prior to the reverse split under the share issue authorization granted by the
Annual General Meeting on June 27, 2013 so that all shareholdings are divisible
by the decided reverse split ratio. The redemption would be carried out without
compensation and the redeemed shares would be cancelled. Redemption would not
affect the proportional shareholdings of the shareholders. 



The Board would be authorized to implement the reverse share split and related
redemption on December 31, 2014 at the latest in its discretion, if the Board
deems the reverse split being beneficial to the Company. The Board's decision
and planned schedule to implement the reverse split and the related issue of
shares without charge would be informed separately on the Company's web site or
in at least one nationwide newspaper. 



Should this reverse share split proposal be approved and implemented, the Board
would resolve to change, in accordance with the terms of the Company's option
plans the subscription price and/or the amount of options to correspond to the
reverse share split proportion. The Board of Directors would moreover resolve
to modify the terms and conditions of the options to take into account the
reverse share split. 



Should the reverse share split proposal be approved and implemented, the number
of shares under the authorizations concerning the right to issue shares and the
right to grant special rights relating to shares shall change to consider the
reverse share split. 



Documents of the General Meeting



The above proposals by the Board of Directors, this notice to the General
Meeting and other documents required to be kept available pursuant to the
Companies Act and the Securities Market Act are available on GeoSentric Oyj's
website at www.geosentric.com and at the Company's office in Salo, at the
address Meriniitynkatu 11, 24100 Salo, Finland from October 15, 2013 onwards at
the latest. 



The proposals by the Board of Directors are also available at the General
Meeting, and copies of them as well as this notice will be sent to shareholders
on request. 



Total number of shares and votes



On October 15, 2013, the date of the invitation to the General Meeting,
GeoSentric Oyj had 3,601,688,118 shares in total, which are all of the same
series according to the Articles of Association. Each share entitles its owner
to 1 vote and accordingly the total number of votes by all shares is
3,601,688,118. 





Right to participate



a) Shareholders registered in shareholders' register



A shareholder, who has been registered in the Company's shareholder register,
maintained by the Euroclear Finland Ltd, on October 28, 2013 has the right to
participate in the General Meeting. 



b) Holders of nominee registered shares



A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on the record date of the
General Meeting, i.e. on October 28, 2013 at 10:00 am, and would be entitled to
be registered in the shareholders' register of the Company held by Euroclear
Finland Ltd. In order to attend the General Meeting, shareholders who hold
their shares under a name of a nominee must contact their custodian to be
temporarily recorded in the shareholder register and the recording must be made
effective no later than November 4, 2013 at 10:00 am (Finnish time, GMT +2hrs).
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 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 will register a holder of nominee registered shares, who wants
to participate in the meeting, into the temporary shareholders' register of the
Company at the latest by the time stated above. 



Notice of participation



Shareholders that wish to participate in the General Meeting must notify
its/his/her participation by November 4, 2013 at 10:00 am at the latest to
Company's head office by telephone +358 (0)20 7700800 (Minna Suokas), by
telefax at +358 (0)2 7332633, in writing to GeoSentric Oyj, PL 84, 24101 Salo,
Finland, or by email to msuokas@gypsii.com. Proxies are requested to be
delivered by the end of the above registration period. 



Proxy representative and powers of attorney



Shareholders may participate in the General Meeting and exercise their rights
at the meeting by proxy representatives. 



The proxy representative of a shareholder must present a dated proxy document
or give other reliable proof that he/she is entitled to represent the
shareholder. If the shareholder participates in the General Meeting by several
proxy representatives who represent the shareholder with shares on separate
securities accounts, the shares which each representative represents the
shareholder shall be notified in connection with the registration. 



Any proxy documents should be delivered as originals to the address GeoSentric
Oyj, PL 84, 24101 Salo, Finland to the attention of Ms. Minna Suokas, before
the above registration period expires. 





Right to request information



Pursuant to Chapter 5, Section 25 of the Companies Act, shareholders present at
the General Meeting have the right to request information on matters dealt with
by the meeting. 





GEOSENTRIC OYJ



Board of Directors



Distribution:

NASDAQ OMX Helsinki

Principal news media