GeoSentric Oyj - Notice to general meeting

ANNUAL GENERAL MEETING OF GEOSENTRIC OYJ

GEOSENTRIC OYJ      STOCK EXCHANGE RELEASE June 9, 2010 at 08:30                


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 Wednesday, 
June 30, 2010 at 9:30 am. The Annual General Meeting shall be held at Hotel     
Kämp, Pohjoisesplanadi 29, Helsinki. The reception of notified registered       
shareholders will begin at 9:00 am.                                             


The following matters shall be addressed 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 2009                                                    

1.2 The result                                                                  

The Board of Directors proposes that the loss 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 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                                                        

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's 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.                                        

3. 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                                                                

Following the resolution of the Company's Extraordinary Shareholders' Meeting on
November 17, 2009, the subsidiary of the Company, GeoSolutions Holdings N.V. has
on November 21, 2009 agreed to issue to selected investors preferred convertible
notes (the “2009 Loan Notes”) in the amount of EUR 7.5 M and has agreed to issue
further loan notes (the “New Loan Notes” and, together with the 2009 Loan Notes,
the “Loan Notes”) up to the amount of EUR 6.0 M. According to their terms and   
conditions, the Loan Notes are convertible, at the investors' discretion, into  
the shares of GeoSolutions Holdings N.V. or of the Company.                     

The Board of Directors proposes that the Annual General Meeting would approve   
the terms and conditions of the New Loan Notes and certain changes to the terms 
and conditions of the 2009 Loan Notes, including the conversion rate, as well as
certain changes to the terms and conditions of the Convertible Bond Loan 2008-B,
including placing security on the Convertible Bond Loan 2008-B and removing     
limitations on use of conversion right, but leaving the conversion rate as it   
is.                                                                             

The Board of Directors further proposes that the Annual General Meeting would   
approve the placing of the shares and assets of the Company and GeoSolutions    
Holdings N.V. and its subsidiaries as a first ranking security to the Loan Notes
and the Convertible Bond Loan 2008-B.                                           

4. Issuance of special subscription rights                                      

For the purpose of the conversion of the Loan Notes and the accrued interest    
into the shares of the Company, the Board of Directors proposes that the Annual 
General Meeting would issue special subscription rights, as defined in Chapter  
10 Article 1 of the Finnish Companies Act, entitling to subscribe for new shares
in the Company in consideration of the surrender of the Loan Notes, in whole or 
in part. The special subscription rights would be offered to selected investors 
subscribing for the Loan Notes, and the shareholders' pre-emptive rights would  
not be applied. With regard to the financial position of the Company and the    
difficulties that the Company has faced in seeking financing, the Board of      
Directors considers that there are weighty financial reasons justifying the     
issuance of special subscription rights in deviation from the shareholders'     
pre-emptive rights.                                                             

5. 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/or 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           
instalments. 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 authorizations would be valid for two (2) years from the date of the Annual 
General Meeting. The authorization would replace the existing authorization.    

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. The authorization would entitle to increase the    
share capital by means of using the Company's free equity capital.              

6. 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 the Board to negotiate and approve the deal terms at
its discretion.                                                                 


Documents of the Annual General Meeting                                         

The above proposals by the Board of Directors, the financial statements, the    
report of the Board of Directors and the Auditors' report as well as this notice
to the Annual 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 on www.geosentric.com and at the Company's office in   
Salo, at the address Meriniitynkatu 11, 24100 Salo, Finland from June 9, 2010   
onwards.                                                                        

The proposals by the Board of Directors and the financial statement documents   
are also available at the Annual 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 June 9, 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 June 17, 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 June 17, 2010.                                          

Notice of participation                                                         

Shareholder that wishes to participate in the Annual General Meeting must notify
his/her participation by June 24, 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 June 24, 2010 by 10.00   
a.m.                                                                            

Proxy representative and powers of attorney                                     

Shareholders may participate in the Annual 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 Annual 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 Annual General Meeting have the right to request information on matters     
dealt with by the meeting.                                                      



GEOSENTRIC OYJ                                                                  


Board of Directors                                                              


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NASDAQ OMX Helsinki                                                             
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