GeoSentric Oyj - Notice to convene extr.general meeting

EXTRAORDINARY GENERAL MEETING OF GEOSENTRIC OYJ

GEOSENTRIC OYJ      STOCK EXCHANGE RELEASE April 21, 2011 at 15:30





EXTRAORDINARY GENERAL MEETING OF GEOSENTRIC OYJ





The Board of Directors of GeoSentric Oyj (“GeoSentric” or the “Company”) has
decided to convene the Extraordinary General Meeting of the shareholders on
Thursday, May 12, 2011 at 10:00 am. The Extraordinary General Meeting shall be
held at Kämp Kansallissali, Aleksanterinkatu 44A, 2nd floor, 00100 Helsinki.
The reception of notified registered shareholders will begin at 9:30 am. 





The following matters shall be handled in the meeting:





1. Financing proposal by the lead investor



The Board has received a proposal for short-term financing from Company's lead
investor (“Proposal”). The Proposal sets the terms and conditions on which the
lead investor is willing to commit to further funding for the business of the
Group. According to the Proposal the lead investor would convert its existing
preferred convertible notes (“Notes”) issued by GeoSolutions Holdings N.V.
(“GHNV”) into the shares of GHNV, leaving the Company as a minority shareholder
in the GHNV with approximately a 21% shareholding. The conversion of Notes
would be followed by further capitalization of GHNV in a form of rights
offering (“GHNV Offering”), which could lead into further dilution of Company's
ownership in GHNV down to a 7% level if the Company did not participate in the
GHNV Offering to its pro-rata share, corresponding to an investment of
approximately 1M€. To raise the required funds to participate in the GHNV
Offering the Company needs to arrange a share issue (“GSOY Offering”). 



Under the Proposal the lead investor has also undertaken to provide the Group
with further short term financing of 0.6M€ in a form of new Notes issued by
GHNV, which financing the Company has now raised. Pursuant to the Proposal,
this financing was directed €250k to GHNV and its subsidiaries providing this
sub-group with financing through to the end of April and €350k to the Company
giving the Company runway through Q2 2011 and time to arrange the GSOY Offering
to raise funds for participating in the GHNV Offering and guaranteeing the
sufficient liquidity of the Company in the medium term. The Company estimates
that to achieve the above goal it should raise in the GSOY Offering
approximately 1.8M€. In case of a successful GSOY Offering the Company would
still hold a substantial share of approximately 21% of GHNV, which holds all
the GyPSii business assets, and would retain the ability to enjoy the future
upside potential of the business. As the Company has recently announced to the
markets, the GyPSii business is now starting to show some positive development
in China, especially through co-operation with Sina. The Company's own
operations would be reduced to a minimum and its sole business would be holding
the GHNV shares. 



On the other hand, if the GSOY Offering was unsuccessful and the required funds
were not raised, the lead investor has undertaken to provide GHNV sufficient
funding through the GHNV Offering, itself subscribing part of the Company's
prorata entitlement, and offering the rest to other potential investors.
According to the Proposal, in this case, GHNV would give the Company a secured
loan, supported by the lead investor, securing the minimum capital requirements
of the Company until approximately mid 2012 and the Company would be left
holding approximately 7% of GHNV shares. Any further funding of the Company
would then be subject to support from the Company's shareholders. 



The Board of the Company has discussed the Proposal in depth with the lead
investor to secure the best possible terms for the Company's shareholders and
other stakeholders and acknowledges that it is the only proposal for funding
that the Company has received. The Board has also assessed the proposal and
concluded that it represents a better alternative for the shareholders of the
Company compared to putting the Company into liquidation. Therefore, the Board
of Directors approved the Proposal and raised the first part of the funding,
i.e. 0.6M€ in accordance with the terms of the Proposal. The Board proposes to
the Extraordinary General Meeting to confirm the approval of the Proposal by
the Board of Directors except as regards to above mentioned 0.6M€ financing
raised already prior to Extraordinary General Meeting. A summary of the key
terms of the Proposal is attached to the Board's proposal and published on
Company's website. 



2. Authorization of the Board of Directors' to decide on increase of share
capital and issuing shares and special rights entitling to shares 



Based on the Proposal by the lead investor outlined in section 1 above, the
Board is planning to arrange the GSOY Offering. Depending on the results from
the preliminary marketing of the GSOY Offering to the Company's largest
shareholders, the GSOY Offering could be a directed offering to the largest
shareholders or a rights offering to all shareholders. Due to circumstances the
offering price would likely be set clearly below the current public market
price. 



The Board of Directors proposes that the Extraordinary General Meeting would
authorize the Board of Directors to decide upon issuance of new shares as well
as special rights entitling to shares as defined in Chapter 10 Article 1 of the
Finnish Companies Act, against or without payment, in one or more installments
such that the maximum number of new shares issued would be 5,000,000,000. In
addition the Board proposes that the Extraordinary General Meeting would decide
to grant an authorization to the Board of Directors to decide upon the increase
of the Company's share capital by maximum aggregate amount of EUR 5,000,000.
The authorization would entitle to increase the share capital by means of using
the premium fund or invested unrestricted equity fund for the increase. 



The authorization would entitle the Board to deviate from the pre-emptive right
of shareholders and also accept set-off or other consideration in kind as a
payment for the shares or special rights. The Board of Directors would have the
right to decide the terms of any issuance by virtue of the authorization for
all other parts. 



The authorization would be valid for two (2) years from the date of the
Extraordinary General Meeting. The authorization would supersede any earlier
authorizations. 





Documents of the Extraordinary General Meeting



The above proposals by the Board of Directors, this notice to the Extraordinary
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 April 21, 2011 onwards. 



The proposals by the Board of Directors are also available at the Extraordinary
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 April 21, 2011, the date of the invitation to the Extraordinary General
Meeting, GeoSentric Oyj had 924.656.354 shares, which are all of the same
series. Each share entitles its owner to 1 vote and accordingly the total
number of votes by all shares is 924.656.354. 



Right to participate



a) Shareholders registered in shareholders' register



Shareholder, who has been registered in the Company's shareholder register,
maintained by the Euroclear Finland Ltd (formerly the Finnish Central
Securities Depository Ltd.), on May 2, 2011 has the right to participate in the
Extraordinary General Meeting. 



b) Holders of nominee registered shares



A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares, based on which it or
(s)he on the record date of the General Meeting, i.e. on May 2, 2011 at 10:00
a.m., would be entitled to be registered in the shareholders' register of the
Company held by Euroclear Finland Ltd. In order to attend the Extraordinary
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 9, 2011 at
10.00 am (Finnish time, GMT +2hrs). As regards nominee registered shares this
constitutes due registration for the Extraordinary 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
Extraordinary 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



Shareholder that wishes to participate in the Extraordinary General Meeting
must notify its/his/her participation by May 9, 2011 at 12.00 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 Extraordinary 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 Extraordinary 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 Extraordinary 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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