GEOSENTRIC OYJ STOCK EXCHANGE RELEASE June 6, 2013 at 10:00
ANNUAL GENERAL MEETING OF GEOSENTRIC OYJ
The Board of Directors of GeoSentric Oyj (“GeoSentric” or the “Company”) has decided to convene an Annual General Meeting of the shareholders on Thursday, June 27, 2013 at 10:00 am. The Annual General Meeting shall be held at Tapahtumatalo Bank, Unioninkatu 20, 00130 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 2012
1.2 Handling of 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 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 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 auditor
2. The financial status of the Company, confirming the additional €250,000 funding proposal received and handling of any alternative funding proposals
The financial status of the Company will be discussed and handled comprehensively in the Annual General Meeting. The €250,000 funding proposal (“Funding Proposal”) approved by the Board of Directors will be presented to the Annual General Meeting to be confirmed. The Board of Directors’ proposal and the key terms of the Funding Proposal will be published on the Company’s website, www.geosentric.com. The Annual General Meeting will also handle any possible alternative funding proposals.
3. Authorization of the Board of Directors’ to decide on 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.
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 shares may also be issued without a charge to enable the reverse share split according to section 4 below. 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.
4. Board proposal regarding reverse share split under Chapter 15:9 of the Finnish Companies Act and the related share redemption in a proportion other than shareholders’ holdings
The Board proposes the number of Company shares be decreased, without decreasing the share capital, by means of a reverse share split merging a maximum of one thousand (1,000) existing shares into one (1) new share, as decided by the Board, for the purposes set out in Chapter 15:9 of the Finnish Companies Act and in observance of the procedure specified therein. The reverse share split is proposed to be accomplished by redeeming from each shareholder a number of shares determined in accordance with a redemption ratio of maximum of 999/1000 i.e. nine hundred ninety-nine (999) out of every one thousand (1,000) shares would be redeemed. The purpose of the reverse share split is to improve share trading conditions and price formation, and to increase the value of individual shares. The Board therefore holds that the Company has a weighty financial reason for the proposed reverse share split and related share redemption.
The number of shares to be redeemed from a shareholder must be divisible by one thousand, or such other redemption ratio as decided by the Board. The shares in excess of the nearest integer divisible by ten, or such other redemption ration as decided by the Board, would additionally be redeemed from shareholders whose holding is not divisible by one thousand, or such other redemption ration as decided by the Board, at the record date of the reverse share split (“rounding”). The number of shares will be evaluated separately for each book-entry account. Alternatively, the Board may elect to issue new shares without a charge to the shareholders so that the shareholdings of each shareholder or majority of the shareholders is divisible by the decided reverse split ratio.
The redemption would be carried out without compensation, with the exception of the payment based on possible rounding as referred to in Chapter 15:9 of the Finnish Companies Act. The redemption would be carried out as specified in the section referred to above in a proportion other than the shareholders’ holdings. Redeemed shares would be cancelled with the exception of excess shares that are redeemed due to the rounding, combined with each other and sold.
Subsequent to the reverse share split, the Company would without delay, on behalf of the shareholders concerned, sell in public trading as referred to in Chapter 2:5 of the Finnish Securities Markets Act or in public auction as referred in Section 15:9 of the Finnish Companies Act, the excess shares redeemable due to the aforementioned rounding. The funds derived from the share sales would be paid to shareholders in proportion to the differences arrived at by subtracting from the number of shares redeemable from each shareholder the number of shares redeemable in the absence of rounding. Interest at the reference rate valid from time to time as provided in section 12 of the Interest Act will be paid on the funds for the period between the share redemption date and the date of remittance of the funds.
The General Meeting is proposed to authorize the Board (i) to decide on the final reverse-split ratio, (ii) to decide on the record date and the share consolidation date, (iii) to decide on actions to be taken regarding shares registered on the administrative registers, and (iv) implement a directed share issue without charge to its shareholders so that the number of shares outstanding can be divided by the reverse-split ratio and/or the Company may avoid any rounding, and (v) to decide on any other actions that are required to complete the reverse share split. The Board proposes the authorization to be valid until December 31, 2013. The Board would disclose the actual schedule with respect of the implementation in advance.
Should this reverse share split proposal be approved and implemented, the Board will resolve to change, in accordance with the terms of the Company’s option plans the subscription price and/or the amount of options to correspond to the reverse share split proportion. The Board of Directors would moreover resolve to modify the terms and conditions of the options so as to cater for the reverse share split.
Should the reverse share split proposal be approved, the number of shares under the authorizations concerning the right to issue shares and the right to grant special rights relating to shares shall change to consider the reverse share split.
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 6, 2013 onwards at the latest.
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 6, 2013, the date of the invitation to the General Meeting, GeoSentric Oyj had 3,490,246,354 registered shares in total, which are all of the same series according to the Articles of Association. Each share entitles its owner to 1 vote and accordingly the total number of votes by all shares is 3,490,246,354.
Right to participate
a) Shareholders registered in shareholders’ register
A shareholder, who has been registered in the Company’s shareholder register, maintained by the Euroclear Finland Ltd, on June 14, 2013 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 the record date of the General Meeting, i.e. on June 14, 2013 at 10:00 am, and 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 24, 2013 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
Shareholders that wish to participate in the General Meeting must notify its/his/her participation by June 24, 2013 at 10:00 am 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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