GeoSentric Oyj - Notice to general meeting

ANNUAL GENERAL MEETING OF GEOSENTRIC OYJ

GEOSENTRIC OYJ      STOCK EXCHANGE RELEASE May 4, 2012 at 14:00





ANNUAL GENERAL MEETING OF GEOSENTRIC OYJ



The Board of Directors of GeoSentric Oyj (“GeoSentric” or the “Company”) has
decided to convene an Annual General Meeting of the shareholders on Tuesday,
June 5, 2012 at 9:30 am. The Annual General Meeting shall be held at Ravintola
Pääposti (Vihreä neuvotteluhuone), Mannerheiminaukio 1A, 00100 Helsinki. The
reception of notified registered shareholders will begin at 9:00 am. 





The following matters shall be handled in the meeting:



1. Matters belonging to the Annual General Meeting according to Article 8 of
the Company's Articles of Association and Chapter 5 Article 3 of the Companies'
Act: 



1.1 The Annual Accounts 2011



1.2 Handling of the result



The Board of Directors proposes that the profit from the financial period shall
be booked on the accrued profit/loss account and that no dividend is paid. 



1.3 Resolution on the discharge of the members of the Board of Directors and
the Managing Director from liability 



1.4 Resolution on the remuneration and incentives of the members of the Board
of Directors and the Auditor 



The proposals by the Corporate Governance Committee regarding the Board of
Directors' meeting fees, other remuneration and incentives, such as shares,
option rights and/or special subscription rights, will be published on the
Company's website, www.geosentric.com. 



The Board of Directors proposes the remuneration of the auditor to be paid
according to a reasonable invoice. 



1.5 Resolution on the number of the members of the Board of Directors and
election of members of the Board of Directors 



The proposals by the Nomination Committee and Corporate Governance Committee
regarding the number of the members of the Board of Directors and its
composition will be published on the Company's website, www.geosentric.com. 



1.6 Election of auditors





2. The financial status of the Company, confirming the €350,000 funding
proposal received and handling of any alternative funding proposals 



The financial status of the Company will be discussed and handled
comprehensively in the Annual General Meeting. The €350,000 funding proposal
“Funding Proposal” approved by the Board will be presented to the Annual
General Meeting to be confirmed. The Board of Directors' proposal and the key
terms of the Funding Proposal will be published on the Company's website,
www.geosentric.com. The Annual General Meeting will also handle any possible
alternative funding proposals. 





3. Cancellation of outstanding option rights



The terms and conditions of the €350,000 Funding Proposal approved by the Board
require that all the outstanding option rights issued by the Company will be
cancelled. Provided that the Funding Proposal is confirmed by the Annual
General Meeting, the Board of Directors proposes that all outstanding option
rights, the total amount of which is 90.718.555 would be cancelled subject to
the terms and conditions applied to such option rights and consent by the
option holders as required. The Board of Directors' proposal will be published
on the Company's website, www.geosentric.com 





4 Board proposal regarding reverse share split under Chapter 15:9 of the
Finnish Companies Act and the related share redemption in a proportion other
than shareholders' holdings 



The Board proposes the number of Company shares be decreased, without
decreasing the share capital, by means of a reverse share split merging a
maximum of ten (10) existing shares into one (1) new share, as decided by the
Board, for the purposes set out in Chapter 15:9 of the Finnish Companies Act
and in observance of the procedure specified therein. 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 9/10 i.e.
nine (9) out of every ten (10) shares would be redeemed. The purpose of the
reverse share split is to improve share trading conditions and price formation,
and to increase the value of individual shares. The Board therefore holds that
the Company has a weighty financial reason for the proposed reverse share split
and related share redemption. 



The number of shares to be redeemed from a shareholder must be divisible by
ten, or such other redemption ration as decided by the Board. The shares in
excess of the nearest integer divisible by ten, or such other redemption ration
as decided by the Board, would additionally be redeemed from shareholders whose
holding is not divisible by ten, or such other redemption ration as decided by
the Board, at the record date of the reverse share split (“rounding”). The
number of shares will be evaluated separately for each book-entry account. 



The redemption would be carried out without compensation, with the exception of
the payment based on rounding as referred to in Chapter 15:9 of the Finnish
Companies Act. The redemption would be carried out as specified in the section
referred to above in a proportion other than the shareholders' holdings.
Redeemed shares would be cancelled with the exception of excess shares that are
redeemed due to the rounding, combined with each other and sold. 



Subsequent to the reverse share split, the Company would without delay, on
behalf of the shareholders concerned, sell in public trading as referred to in
Chapter 1:3 of the Finnish Securities Markets Act or in public auction as
referred in Section 15:9 of the Finnish Companies Act, the excess shares
redeemable due to the aforementioned rounding. The funds derived from the share
sales would be paid to shareholders in proportion to the differences arrived at
by subtracting from the number of shares redeemable from each shareholder the
number of shares redeemable in the absence of rounding. Interest at the
reference rate valid from time to time as provided in section 12 of the
Interest Act will be paid on the funds for the period between the share
redemption date and the date of remittance of the funds. 



The Board would be authorized to implement the reverse share split and related
redemption after the shares issued in the recent directed offering have been
applied for public trading, however on December 31, 2012 at the latest. The
Board would disclose the actual schedule with respect of the implementation in
advance. 



Should this reverse share split proposal be approved and implemented, the Board
will resolve to change, in accordance with the terms of the Company's option
plans the subscription price and/or the amount of options (if any, after
implementing the decision proposed by the Board in section 3 above) to
correspond to the reverse share split proportion. The Board of Directors would
moreover resolve to modify the terms and conditions of the options so as to
cater for the reverse share split. 



Should the reverse share split proposal be approved, 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 such that, subsequent to the
reverse share split. 



Implementation of the arrangement would not require any actions from the
shareholders. 





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 May 15, 2012 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 May 4, 2012, the date of the invitation to the General Meeting, GeoSentric
Oyj had 3,490,246,354 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 3,490,246,354. 





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 May 24, 2012 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 May 24, 2012 at 10:00 a.m., 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 May 31, 2012 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 May 31, 2012 at 10.00 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 with 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

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