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2010-06-30 10:52:26 CEST 2010-06-30 10:53:25 CEST REGULATED INFORMATION GeoSentric Oyj - Decisions of general meetingRESOLUTIONS OF GEOSENTRIC OYJ ANNUAL GENERAL MEETINGGEOSENTRIC OYJ STOCK EXCHANGE RELEASE June 30, 2010 at 11:52 RESOLUTIONS OF GEOSENTRIC OYJ ANNUAL GENERAL MEETING The following resolutions were made by the Annual General Meeting of GeoSentric Oyj held on June 30, 2010: 1. Confirming the annual accounts and deciding on handling the result for the period according to the confirmed balance sheet The Annual General Meeting of GeoSentric Oyj confirmed the Income Statement and the Balance Sheet of the company from the financial year 2009. The General Meeting further resolved that the result from the period shall be booked on the previous years' profit/loss account and that no dividend is paid. 2. Discharge the members of the Board and CEO from liability The Annual General Meeting resolved to discharge from liability the members of the Board and the Managing Director. 3. Resolution on the remuneration and incentives of the members of the Board of Directors and the Auditor The Annual General Meeting approved the Board of Directors remuneration and incentives as proposed. The gross meeting fee will be 1.500€ per attended meeting for at maximum eight (8) meetings per year. A similar fee will be paid for each committee meeting. In addition the Non-Executive Chairman and Non-Executive Board members shall be entitled to equity incentives as according to the proposal posted on Company's web site. The Annual General Meeting further resolved that the fees of the auditor shall be paid in accordance with their reasonable invoice. 4. Resolution on the number of the members of the Board of Directors and election of members of the Board of Directors The Annual General Meeting resolved that the number of Board members is seven (7) and elected the following persons to the Board: Hans van der Velde, Dan Harple, Mike Vucekovich, Gary Bellot, Andy van Dam, Winston Guillory and Mike Po as a new member. The Board convened immediately after the Annual General Meeting and appointed Hans van der Velde to continue as the Non-Executive Chairman of the Board. 5. Election of auditors The Annual General Meeting re-elected Ernst & Young Oy, CPA Mr. Erkka Talvinko acting as its responsible auditor, to its auditor, and PricewaterhouseCoopers Oy to the deputy auditor. 6. Amendment of the Articles of Association The Annual General Meeting decided to amend the Articles of Association as proposed. The Board of Directors' proposal can be found on Company's web site at www.geosentric.com. 7. New financing and amendments to the Preferred Convertible Note 2009 issued by GeoSolutions Holdings N.V. and to the terms and conditions of the Convertible Bond Loan 2008-B The Annual General Meeting decided to approve the proposal for the new financing and amending the term of the Preferred Convertible Note 2009 issued by GeoSolutions Holdings N.V. and the terms and conditions of the Convertible Bond Loan 2008-B substantially as proposed. The Board of Directors' proposal can be found on Company's web site at www.geosentric.com. 8. Issuance of special subscription rights The Annual General Meeting decided to issue up to 948,750,000 special subscription rights to the holders of the notes participating the financing as proposed. The Board of Directors' proposal can be found on Company's web site at www.geosentric.com. 9. Authorizing the Board of Directors to decide on increasing share capital, and issue of shares, option rights and special rights entitling to shares The Annual General Meeting decided to authorize the Board to issue up to 850,000,000 new shares, option rights and/or special rights entitling to shares, and upon the increase of the Company's share capital as proposed. The Board of Directors' proposal can be found on Company's web site at www.geosentric.com. 10. Authorizing the Board of Directors to commence negotiations on divesting Company's mobile handset business. The Annual General Meeting decided to authorize the Board to commence negotiations for divesting the Company's mobile handset business that is not in the focus area of the new strategy as proposed. The Board of Directors' proposal can be found on Company's web site at www.geosentric.com. GeoSentric Oyj For more information, please contact: investors@gypsii.com Distribution: NASDAQ OMX Helsinki Principal news media |
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