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2009-10-26 17:15:00 CET 2009-10-26 17:15:01 CET REGULATED INFORMATION GeoSentric Oyj - Notice to convene extr.general meetingEXTRAORDINARY GENERAL MEETING OF GEOSENTRIC OYJGEOSENTRIC OYJ STOCK EXCHANGE RELEASE October 26, 2009 at 18:15 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 Tuesday, November 17, 2009 at 9:30 am. The Extraordinary General Meeting shall be held at Hotel Kämp, at the address Pohjoisesplanadi 29, 00100 Helsinki, Finland. The reception of notified registered shareholders will begin at 9:00 am. The following matters shall be handled in the meeting (agenda): 1. Authorizing the Board to decide upon raising new financing through GeoSolutions Holdings N.V. The Company has negotiated with certain institutional and qualified investors about new financing amounting up to EUR 25,000,000 at maximum and the conditions thereof. The purpose of the financing is to secure the working capital needs of the group and support the execution of the business plan. The current plan is to raise the financing in one or several tranches by March 2010. The financing would be in a form of a convertible note issued by Company's 100% owned subsidiary GeoSolutions Holdings N.V. The Board proposes to the Extraordinary General Meeting that it will authorize the Board decide upon the terms and condition of the financing. The main terms of the financing would be as follows: The financing shall be implemented by offering of convertible notes entitling to subscription of GeoSolutions Holdings N.V's shares to a limited number of selected investors. The conversion rate will be based on valuation exceeding GeoSentric's current stock price in the stock exchanges and accordingly the maximum amount of new shares to be issued by virtue of possible conversions would in all events be less than half of GeoSolutions Holdings N.V's outstanding shares and share capital. The investors would also be offered an option to convert their notes into GeoSentric's shares alternatively. In such conversions the number of GeoSentric's shares received would be the same proportional amount of fully diluted shares as the investor otherwise would have received of the GeoSolutions Holdings N.V's shares. The Board would have authority to approve such conversion. 2. Documents on view The proposals of the Board of Directors are available for shareholders to view from Tuesday, October 27, 2009 onwards at the Company head office in Salo, at the address Meriniitynkatu 11, 24100 Salo, Finland and on the Company's website www.geosentric.com. Financial reports of GeoSentric as well as other information required by Finnish Companies Act and the Finnish Securities Markets Act are also available at www.geosentric.com. The Company shall provide copies of the said documents to shareholders upon request against reimbursement of reasonable copying and delivery costs. 3. Instructions to the participants A. Right to participate Shareholder, who has been registered in the Company's shareholder s' register maintained by the Euroclear Finland Ltd on the record date of November 5, 2009 has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the Company. Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary General Meeting shall have the right to request information with respect to the matters handled at the General Meeting. B. Holders of nominee registered shares 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 shareholders' register of the Company. The recording must be made effective no later than on the record date of November 5, 2009. C. Registration to meeting Shareholder who wishes to participate in the Extraordinary General Meeting shall register for the meeting by giving a prior notice of participation no later than on November 10, 2009 at 13.00 p.m. at the latest. Such participation notice may be given: By telephone +358-20-7700800 (Minna Suokas); By telefax at +358-2-7332633; By email to msuokas@gypsii.com; or By regular mail to GeoSentric Oyj, PL 84, 24101 Salo, Finland. In connection with the registration, a shareholder shall notify his/her name, address, telephone number and the name of a possible assistant. A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. Proxies are requested to be delivered by the end of the above registration date. If a shareholder holds shares on several book-entry accounts, (s)he can participate in the Extraordinary General Meeting by way of proxy representation by more than one proxy representative, each representing shares on different book-entry accounts. In such case the shareholder shall further notify the shares represented by each proxy representative. 4. Other information The total number of shares in GeoSentric Oyj on the date of this notice is 897,926,354 shares and the total number of votes is 897,926,354. Salo, October 26, 2009 GEOSENTRIC OYJ Board of Directors Distribution: NASDAQ OMX Helsinki Principal news media |
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