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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