GeoSentric Oyj - Notice to general meeting

ANNUAL GENERAL MEETING OF GEOSENTRIC OYJ

GEOSENTRIC OYJ      STOCK EXCHANGE RELEASE June 8, 2011 at 12.00





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 Wednesday,
June 29, 2011 at 10:00 am. The Annual General Meeting shall be held at Hotel
Kämp, Pohjoisesplanadi 29, Helsinki. The reception of notified registered
shareholders will begin at 9:30 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 The Annual Accounts 2010



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 Nomination Committee and 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. Financing proposals



Company and its subsidiary GeoSolutions Holdings N.V. ("GHNV") are in urgent
need for additional financing. Company's working capital is not sufficient for
the next 12 months without raising additional external financing. The Company
has negotiated with its lead investor and certain major shareholders upon
possible alternatives and funding proposal. 



The Company received in April a proposal for short-term financing from its lead
investor (“Proposal”) published in its entirety on the Company's website,
www.geosentric.com. The Proposal was to be handled in Company's Extraordinary
General Meeting on May 12, 2011, which meeting was later cancelled due to
certain major shareholders' informing their interest to prepare possible
alternative proposal. As announced to the markets later the lead investor has
agreed to extend the timelines in its Proposal to enable the discussions with
these major shareholders for their possible alternative financing proposal. As
of the date of this call the discussions with these major shareholders are
still ongoing and no official proposal has been delivered to the Company.
Provided there will be a proposal delivered to the Company before the Annual
General Meeting, it will be included in the agenda of the meeting. 



The lead investor's Proposal has been summarized below in section 2.1 and
possible alternative proposal by the group of major shareholders in section
2.2. 



2.1 Proposal from the lead investor



According to the Proposal, in order to secure the continued operations of GHNV,
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”). 



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. 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. 



2.2 Alternative financing proposal by a group of major shareholders



The Company has been informed that a group of certain major shareholders of the
Company are preparing alternative proposal for the financing, which has not yet
been delivered to the Company. Any possible proposal to be received prior to
the Annual General Meeting shall be published on Company's website,
www.geosentric.com. 





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



The Board of Directors proposes that the 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 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 General
Meeting. The authorization would supersede any earlier authorizations. 





Documents of the General Meeting



The above proposals by the Board of Directors, this notice to the 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 June 8, 2011 onwards. 



The proposals by the Board of Directors are also available at the 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 8, 2011, the date of the invitation to the Annual 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 June 16, 2011 has the right to participate in
the General Meeting. 



b) Holders of nominee registered shares



A holder of nominee registered shares has the right to participate in the
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 June 16, 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 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 June 23, 2011 at 10.00 am (Finnish time, GMT
+2hrs). As regards nominee registered shares this constitutes due registration
for the 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 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 General Meeting must notify
its/his/her participation by June 23, 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 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 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 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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