GEOSENTRIC OYJ STOCK EXCHANGE RELEASE April 23, 2009 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 Friday, May
15, 2009 at 9:30 am. The Annual General Meeting shall be held at Restaurant
Savoy, Sali cabinet, Eteläesplanadi 14, 7th floor, 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:
• Confirming the Annual Accounts
• Handling of the result
• Resolution on the discharge of the members of the Board of Directors and the
Managing Director from liability
• Resolution on the remuneration of the members of the Board of Directors and
the Auditor
• Resolution on the number of the members of the Board of Directors and election
of members of the Board of Directors
• Election of auditors
2. Authorization of the Board of Directors' to decide on increase share capital
and shares as well as 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 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 300,000,000. 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 3,000,000. 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 Annual
General Meeting.
3. Amendment of the Articles of Association
The Board of Directors proposes to the Annual General Meeting that Section 7 of
the Articles of Association of the Company be amended so that notice to the
General Meeting shall be published no later than twenty-one (21) days before the
date of the General Meeting.
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 24,
2009 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.
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 5, 2009 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 5, 2009.
Notice of participation
Shareholder that wishes to participate in the Annual General Meeting must notify
his/her participation by May 8, 2009 at 12.00 at the latest to Company's head
office by telephone +358-2-77400 (Minna Suokas), by telefax at +358-2-7332633,
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.
GEOSENTRIC OYJ
Board of Directors
Distribution:
NASDAQ OMX Helsinki
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