GEOSENTRIC OYJ STOCK EXCHANGE RELEASE October 15, 2013 at 17:50
EXTRAORDINARY GENERAL MEETING OF GEOSENTRIC OYJ
The Board of Directors of GeoSentric Oyj (“GeoSentric” or the “Company”) has decided to convene an Extraordinary General Meeting of the shareholders on Thursday, November 7, 2013 at 10:00 am. The Extraordinary General Meeting shall be held at Pörssitalo, Fabianinkatu 14, 00100 Helsinki. The reception of notified registered shareholders will begin at 9:30 am.
The following matters shall be handled in the meeting:
1. Amending the company’s articles of association
1.1 Background
The listing committee of NASDAQ OMX Helsinki Ltd has on September 26, 2013 decided to delist the shares of GeoSentric Oyj from NASDAQ OMX Helsinki Ltd stock exchange list on Monday, October 28, 2013. As a consequence of the delisting the Board of Directors proposes several changes in Company’s Articles of Association, including changing the Company from public (Plc) to a private limited liability company (Ltd) and removing the Company’s shares from the book-entry system. The Company must also adopt a new practice for delivering the invitations to its general meetings.
The proposed amendments to the Articles of Association are described in detail in sections 1.2 and 1.3 below.
1.2 Changing company form and domicile
The Board of Directors proposes that the Company’s company form would be changed to a private limited liability company by amending the 1 § of the Articles of Association. At the same time the Company’s domicile would be changed to be Helsinki. The new 1 § would read in its entirety to be as follows:
“1 § Company name and domicile
The name of the company is GeoSentric Oy, in English GeoSentric Ltd. The domicile of the company is Helsinki.”
1.3 Removing shares from book-entry system and proposed other changes
Having the shares issued in the book-entry system incurs substantial annual costs to the Company and is not required for a non-listed company. According to law the shares can be removed from the book-entry system at earliest in three months from the decision date. Therefore the Board of Directors proposes that the shares would be removed from the book-entry system on February 7, 2014 and the Company would thereafter maintain its share and shareholders’ register itself. The Board of Directors proposes that the Extraordinary General Meeting would authorize the Board to make all other required decisions regarding removal of the shares from the book-entry system in its discretion. The Board of Directors further proposes certain additional changes to Articles of Association to reflect the changed status and to simplify management of the Company.
According to the Board’s proposal 9 § of the Articles of Association (“Book-entry system”) would be deleted, and numbering of the Articles changed accordingly. In addition, 3 § (“Board of Directors”), 4§ (“Managing Director”) and 7 § (“Invitation to General Meeting”) of the Articles of Association would be amended as follows:
“3 § Board of Directors
The company has a Board of Directors that has at least one (1) and at a maximum five (5) ordinary members. If there are less than three (3) ordinary members in the Board at least one (1) deputy member must be nominated in addition. The term of the members will continue for the time being.”
“4 § Managing Director
The company may have a managing director that is appointed by the Board of Directors.”
“7 § Invitation to General Meeting
The invitation to a General Meeting shall be published in at least one nationwide newspaper no earlier than two (2) months and no later than one (1) week before the General Meeting or the last date for advance notice of participation set forth below if such date has been set. The invitation will be sent by email to all shareholders that have notified their email addresses to the company’s share and shareholders’ register.
A shareholder may participate in the General Meeting provided that he/she/it has given an advance notice to the company on the date specified in the invitation, which can be no earlier than three (3) days before the General Meeting.”
2. Board proposal regarding selling the Company’s holdings in GeoSolutions Holdings N.V.
As announced on October 14, 2013, the Company has received an offer from its key creditors to purchase its approximately 24% shareholding in GeoSolutions Holdings N.V., the only substantial asset the Company has. The creditors have offered to purchase this asset against the full repayable amount of the debt the Company has from them, and in addition to provide limited additional funding to enable the Company to continue its operations. The Board of Directors has accepted this offer subject to approval of the Extraordinary General Meeting. The Board has also invited any other offers to be delivered by October 27, 2013 at the latest so that they can be handled in the Extraordinary General Meeting.
The Board of Directors proposes that the General Meeting would authorize the Board to decide on sale of the Company’s approximately 24% holding in GeoSolutions Holdings N.V. to the key creditors on the terms of the offer made to the Company and approved by the Board, or any other highest bidder, as approved by the Extraordinary General Meeting. The Board would further be authorized to decide on any actions under GeoSolutions Holdings N.V.’s subscription and shareholders’ agreement to the extent they relate to the sale of GeoSolutions Holdings N.V. shares by the Company or exercising any rights the Company has under the said agreement.
3. Revised Board proposal for reverse share split
The Board proposes that the existing authorization to decide on reverse share split and related directed issue of shares without charge would be kept in force with the following adjustments to reflect the Company’s delisting and change of company form to a private limited liability company:
The Board proposes it is authorized to decide on reduction of the number of the Company’s shares, 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. 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 bring the number of Company shares down to better manageable level considering also removal of the share from the book-entry system. The Board therefore holds that the Company has a weighty financial reason for the proposed reverse share split and related share redemption.
If required by law or deemed advisable by the Board to effect the redemption, the Board would be authorized to issue shareholders new shares without a charge prior to the reverse split under the share issue authorization granted by the Annual General Meeting on June 27, 2013 so that all shareholdings are divisible by the decided reverse split ratio. The redemption would be carried out without compensation and the redeemed shares would be cancelled. Redemption would not affect the proportional shareholdings of the shareholders.
The Board would be authorized to implement the reverse share split and related redemption on December 31, 2014 at the latest in its discretion, if the Board deems the reverse split being beneficial to the Company. The Board’s decision and planned schedule to implement the reverse split and the related issue of shares without charge would be informed separately on the Company’s web site or in at least one nationwide newspaper.
Should this reverse share split proposal be approved and implemented, the Board would 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 to take into account the reverse share split.
Should the reverse share split proposal be approved and implemented, 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 October 15, 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 October 15, 2013, the date of the invitation to the General Meeting, GeoSentric Oyj had 3,601,688,118 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 3,601,688,118.
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 October 28, 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 October 28, 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 November 4, 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 November 4, 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 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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