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2007-09-10 13:08:19 CEST 2007-09-10 13:08:19 CEST REGULATED INFORMATION Benefon Oyj - Decisions of extraordinary general meetingRESOLUTION OF BENEFON OYJ EXTRAORDINARY GENERAL MEETINGThe following resolutions were made by the Extraordinary General Meeting of Benefon Oyj of September 10th 2007: 1. Confirming the remaining part of the new financing and granting the Board of Directors new authorization to issue shares and decide on share capital increase The Extraordinary General Meeting confirmed the remaining part of the financing and the main terms and conditions thereof 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 8,000,000 and number of issued new investment series shares 800,000,000. 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 Extraordinary General Meeting. The authorization granted by the Annual General Meeting of April 16th, 2007 remains to be valid. 2. Amendment of the Articles of Association The Extraordinary General Meeting resolved in accordance with proposal of the Board, to amend the articles 4 and 5 of the Articles of Association such that the maximum number of all shares and number of investment series shares shall be 2,000,000,000. 3. Amending the terms of unexercised option rights and Option Rights 2007-1 issued on April 27th, 2007 The Extraordinary General Meeting resolved in accordance with proposal of the Board, to amend option rights terms 2004A and 2005B(A-D) such that the share subscription period is extended until June 15th, 2010 for all such option rights. In addition the Extraordinary General Meeting resolved, according to the proposal of the Board, to amend the terms of option rights 2007-1 such that the share subscription price for each option right is EUR 0.045. The terms of the above mentioned option rights shall remain for all other parts unchanged. 4. Election of Board members and auditors The Extraordinary General Meeting resolved that the number of Board members remains to be six and elected the following new persons to the Board: David Francis, Gary Bellot and Michael Vucekovich. Dan Harple, Jeffrey Crevoiserat and Juha Kiikeri shall continue as the members of the Board. Salo September 10th, 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: OMX Nordic Exchange Helsinki Principal news media |
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