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2010-04-22 08:00:00 CEST 2010-04-22 08:00:02 CEST BIRTINGARSKYLDAR UPPLÝSNINGAR GeoSentric Oyj - Notice to general meetingANNUAL GENERAL MEETING OF GEOSENTRIC OYJGEOSENTRIC OYJ STOCK EXCHANGE RELEASE April 22, 2010 at 09.00 ANNUAL GENERAL MEETING OF GEOSENTRIC OYJ The Board of Directors of GeoSentric Oyj (“GeoSentric” or the “Company”) has decided to convene the Annual General Meeting of the shareholders on Friday, May 14, 2010 at 9:30 am. The Annual General Meeting shall be held at Hotel Kämp, in Pohjoisesplanadi 29, 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 Handling and confirming the Annual Accounts 2009 1.2 Handling of the result The Board of Directors proposes that the loss from the period shall be booked on the previous years' 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 of the members of the Board of Directors and the Auditor The Nomination and Corporate Governance Committee's proposal for the Board of Directors' meeting fees will be published separately before the Annual General meeting. 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 Nomination and Corporate Governance Committee's proposal for the number of Board members and nominees will be published separately before the Annual General meeting. 1.6 Election of auditors The Board of Directors proposes to the Annual General Meeting to re-elect Ernst & Young Ltd., CPA Mr. Erkka Talvinko acting as its responsible auditor, as the Company's auditor and PricewaterhouseCoopers Ltd. as deputy auditor. 2. Amendment of the Articles of Association The Board of Directors proposes the Annual General Meeting to amend the paragraph 7 provision on the notice of a General Meeting to the effect that the provisions on the publication date of the notice corresponds to the amended provisions of the Finnish Companies Act and to allow the publication of the notice in the same manner as the other official disclosures of the Company. 3. Authorizing the Board of Directors to decide on increasing share capital, and issue of shares, option rights and special rights entitling to shares The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to decide upon issuance of new shares, option rights and 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 400,000,000. In addition the Board proposes that the Annual 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 4,000,000. 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 of Directors 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 Annual General Meeting. The authorization would replace the existing authorization. 4. Authorizing the Board of Directors to commence negotiations on divesting Company's mobile handset business The Board of Directors proposes the Annual General Meeting to grant the Board an authorization to commence negotiations for divesting the Company's mobile handset business that is not in the focus area of the new strategy. The authorization would entitle to Board to negotiate and approve the deal terms at its discretion. Documents on view Copies of the documents concerning the financial statements and the proposals of the Board of Directors are available for shareholders to view from April 22, 2010 onwards at the Company's office in Salo, at the address Meriniitynkatu 11, 24100 Salo, Finland and on the Company's website www.geosentric.com. The Company shall provide copies of the said documents to shareholders upon request against reimbursement of reasonable copying and delivery costs. Total number of shares and votes On April 20, 2010, the date of the invitation to the General Annual Meeting, GeoSentric Oyj had 897,926,354 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 897,926,354. Right to participate 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 3, 2010 has the right to participate in the Annual General Meeting. In order to attend the Annual 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. The recording must be made effective no later than May 3, 2010. Notice of participation Shareholder that wishes to participate in the Annual General Meeting must notify his/her participation by May 7, 2010 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. 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 Annual 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, to be temporarily entered into the shareholders' register of the company at the latest on May 12, 2010 by 10.00 a.m. GEOSENTRIC OYJ Board of Directors Distribution: NASDAQ OMX Helsinki Principal news media |
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