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2007-04-16 13:40:00 CEST 2007-04-16 13:40:00 CEST REGULATED INFORMATION Benefon Oyj - Decisions of general meetingRESOLUTION OF BENEFON OYJ ANNUAL GENERAL MEETINGThe following resolutions were made by the Annual General Meeting of Benefon Oyj of April 16th 2007: 1. Confirming the annual accounts and deciding on handling the loss for the period according to the confirmed balance sheet The Annual General Meeting of Benefon Oyj confirmed the income statement and the balance sheet of the company from the financial period from January 1st to December 31st 2006. The General Meeting resolved that the loss from the period shall be booked on the previous years' profit/loss account and that no dividend is paid. 2. Discharge the members of the Boards and CEO from liability The Annual General Meeting resolved to discharge from liability the members of the Board and the CEO. 3. Election of Board members and auditors The Annual General Meeting resolved that the number of Board members is six and elected the following persons to the Board: Peter Bamford, Brian Katzen, Jeffrey Crevoiserat, Juha Kiikeri, Simon Wilkinson and Dan Harple. It was also resolved that the Chairman of the Board is paid an annual fee of 35,000 GBP corresponding approximately EUR 51,000. No fees are paid to other Board members. The Board convened immediately after the Annual General Meeting and appointed Mr. Peter Bamford to the Chairman of the Board. As a part of his appointment to Chairman Mr. Bamford shall be proposed to be granted option rights up to amount of 7,500,000 at share subscription price EUR 0.15. The General Meeting resolved to keep the number of ordinary auditors in one and re-elected Ernst & Young Oy, CPA Mr. Erkka Talvinko acting as its responsible auditor, to its auditor, and CPA Mr. Veikko Soinio to deputy auditor. 4. Accepting the purchase of GeoSolutions B.V. and authorization of the Board of Directors' to decide on increasing the share capital and issuing new shares, option rights and specific rights. The Annual General Meeting accepted the purchase of the entire share capital of GeoSolutions B.V. through a share exchange in accordance with the proposal of the Board. The Board was also authorized to decide on increasing the share capital and issuing new shares, option rights and specific rights such that the maximum amount of share capital increase is EUR 1,902,500 and number of issued new investment series shares 190,250,000. The share capital can be increased by means of using the premium fund or invested unrestricted equity fund for the increase. The authorization entitles 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, option rights or specific rights. The shares can also be issued without payment provided that there is an especially weighty financial reason for this as required by the Companies Act. The Board has the right to decide the terms of any issue by virtue of the authorization for all other parts. The authorization is valid for two years from the date of the Annual General Meeting. At the same the new authorization cancels the previous authorization granted by the Extraordinary General Meeting of February 1, 2007 for the unused part. 5. Amendment of the management agreement with Octagon Consulting Limited The Annual General Meeting accepted the amendment of the management agreement entered between the company and Octagon Consulting Limited in accordance with the proposal of the Board to include also special projects such as mergers, acquisitions and divisions. Salo April 16, 2007 BENEFON OYJ Board of Directors Tomi Raita CEO For more information, please contact: Tomi Raita, CEO, tel. +358-2-77400 www.benefon.com Distribution: Helsinki Exchanges Principal news media |
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