The Board of Directors of Benefon Oyj (“Benefon” or the “Company”) has decided
to convene the Annual General Meeting of the Shareholders on Monday, April 16,
2007 at 13.00. The Annual General Meeting shall be held in “Sininen Talo”, at
the address Rummunlyöjänkatu 2, 24100 Salo. The names of the notified
shareholders will be checked and the voting tickets issued beginning at 12.00.
The following matters shall be handled in the meeting:
1. Matters belonging to the Annual General Meeting according to Article 14 of
the Company's Articles of Association and Chapter 5 Article 3 of the Companies'
Act.
2. Accepting the purchase of GeoSolutions B.V. and authorization of the Board of
Directors' to decide on increase of share capital.
By virtue of a share exchange agreement signed on March 23rd, 2007 between the
Company and GeoHolding B.V, the Company has agreed to purchase the entire share
capital of a company called GeoSolutions B.V (“GeoSolutions”) from GeoHolding
B.V. A directed share issue of the Company's investment series shares to
GeoHolding B.V is agreed as a part of the purchase price, provided that the
conditions for closing the acquisition are met and the transaction is concluded.
The Board of Directors of the Company has handled and accepted the share
exchange agreement in its meeting of March 23rd, 2007 and decided to propose
that the Annual General Meeting would confirm the acquisition of GeoSolutions
pursuant to the share exchange agreement by authorizing the Board of Directors
to decide on directed share issue and issuance of option rights relating to the
acquisition and the terms and conditions thereof. The maximum amount of new
investment series shares to be issued with respect to the acquisition
contemplated herein shall be 40,250,000 and the Company's share capital shall
increase by maximum of EUR 402,500 for the initial acquisition. According to the
share exchange agreement the Company is obliged to issue additional shares if
GeoSolutions achieves a certain performance target in accordance with the share
exchange agreement. The additional shares shall be issued by virtue of
authorization below.
Additionally the Board of Directors proposes that the Annual General Meeting
would decide to grant an authorization to the Board of Directors to decide on
the increase of the Company's share capital by at maximum aggregate amount of
EUR 1,500,000 and on issue of new investment series shares, option rights or
specific rights which give entitlement to shares as defined in Chapter 10
Article 1 of the Finnish Companies Act in one or more installments such that the
maximum number of new investment series shares issued is 150,000,000. The
authorization would entitle the Board of Directors 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, option rights or specific rights. The Board
of Directors would have the right to decide the terms of any issue by virtue of
the authorization for all other parts.
As a conclusion the total amount of new investment series shares to be issued by
virtue of the authorization, shall be 190,250,000, composed as proposed above.
The authorization would be valid for two (2) years from the date of the Annual
General Meeting.
The Board also proposes that the current authorization granted by the
Extraordinary General Meeting of February 1st, 2007 is at the same cancelled for
the then unused part.
The main terms and conditions of the acquisition are as follows:
The purchase price consists of two parts. Initially the Company purchases the
entire share capital of GeoSolutions from GeoHolding B.V. valued at EUR
6,000,000 in exchange for the Company's 30,000,000 new investment series shares
to be issued (“Shares”) by the Board of Directors by virtue of authorization and
directed to GeoHolding B.V. The value of contribution in kind paid against the
Shares shall correspond to the value of Shares in the directed share issue. The
valuation is based on the terms and conditions of the share exchange agreement,
the Board of Directors report concerning the valuation principles and the
statement by an auditor of such report.
As an essential part of the share exchange agreement the Company has also agreed
to adopt new option right programs and to issue a maximum of 10,250,000 new
option rights each option right entitling to subscribe one (1) new investments
series share. The option rights under the said option programs shall be
subscribed by the senior management, members of the board of directors and key
employees of GeoSolutions as specified by the share exchange agreement. The
issue of option rights will deviate from the pre-emptive subscription rights of
the shareholders. The reason for deviating from the pre-emptive subscription
right of the shareholders is that the option rights are essential part of the
share exchange agreement with GeoHolding B.V.
In addition as the other part of the purchase price the Company shall issue
additional shares to GeoHolding B.V. provided that certain agreed targets or
arrangements are met within the first year.
3. Amendment of the management agreement with Octagon Consulting Limited
The Annual General Meeting May 24th, 2006 has confirmed the management agreement
entered into with Octagon Consulting Limited which secures commitment of certain
key resources of Octagon Consulting Limited to provide management and business
development services for the Company. The Board of Directors has decided and
accepted in its meeting to amend the management agreement to include special
projects such as mergers, acquisitions and divisions. However, due to a fact
that the Chairman of the Board Brian Katzen and member of the Board Jeffrey
Crevoiserat are both also beneficial owners of Octagon Consulting Limited the
Board of Directors has deemed it appropriate bring the amendment to Annual
General Meeting for confirmation.
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 9th,
2007 onwards at the Company head office in Salo, at the address Meriniitynkatu
11, 24100 Salo, Finland. 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 Finnish Central Securities Depository Ltd, on April 6th, 2007
has the right to participate in the Annual General Meeting. In order to attend
the 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 April 6th, 2007.
Notice of participation
Shareholder that wishes to participate in the Annual General Meeting must notify
his/her participation by April 12th, 2007 at 16.00 at the latest to Company's
head office by telephone +358-2-77400 (Minna Suokas), by telefax at
+358-2-7332633, in writing to Benefon Oyj, PL 84, 24101 Salo, Finland, or by
email to minna.suokas@benefon.fi. Proxies are requested to be delivered by the
end of the above registration period.
Salo, March 23rd, 2007
BENEFON OYJ
Board of Directors
For more information, please contact:
Tomi Raita, CEO, tel. +358-2-77400
www.benefon.com
Distribution:
Nordic Exchange
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