Benefon Oyj - Notice to convene extr.general meeting

INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF BENEFON OYJ

The Board has decided to call an Extraordinary General Meeting of the           
shareholders to be convened on Monday, September 10th 2007 at 13.00. The        
Extraordinary General Meeting shall be held in company's head office, at the    
address Meriniitynkatu 11, 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§	Authorization of the Board of Directors' to decide on increase of share      
capital                                                                         

The Board of Directors of the Company has agreed with certain institutional and 
qualified investors of new financing amounting up to EUR 9,000,000 at maximum   
and the conditions thereof. The maximum number of new investment series shares  
to be offered shall be 40,000,000 at a subscription price of EUR 0.18 per share.
Each subscribed share shall entitle the investor to subscribe for four (4)      
convertible notes with a principal value of 0.01125 each. The maximum principal 
amount of convertible bond loan, which includes a specific right to use the loan
to set off subscription price of shares as according to Chapter 10, Clause 1 of 
the Finnish Companies Act, shall be EUR 1,800,000. Each EUR 0.01125 of the loan 
principal entitles its holder to subscribe for one new investment series share, 
whereupon the maximum number of new investment series shares to be subscribed by
virtue of the loan is 160,000,000.                                              

The purpose of the financing is to secure the working capital of the company and
supporting its business plan. The bulletin regarding the financing has been     
published on August 21st, 2007.                                                 

The Board has handled and accepted the terms of the financing in its meeting and
has decided to raise a maximum of EUR 4,950,000 of the financing by virtue of   
authorization granted by the Annual General Meeting of April 16th 2007. At the  
same the Board decided to propose that the Extraordinary General Meeting would  
confirm the rest of the financing, totalling a maximum of EUR 4,050,000 and the 
terms and conditions thereof i.e. issue of new investment series shares and     
option rights to GeoHolding B.V. without charge, by authorizing the Board to    
issue new investment series shares.                                             

The main terms and conditions of the financing are as follows:                  

The rest of the agreed financing, to be raised by virtue of the proposed new    
authorization, is a maximum of EUR 4,050,000 totalling a maximum of 90,000,000  
new investment series shares. The issue consists of new investment series shares
of the Company and convertible bond loans entitling to subscription of new      
investment series shares.                                                       

The investors have set the following additional conditions for the entire equity
financing:                                                                      

The company shall issue new investment series shares and option rights to       
GeoHolding B.V without charge in order to restructure the acquisition of        
GeoSolutions B.V. executed on April 27th 2007 and to increase the fully diluted 
ownership of GeoHolding B.V. up to 30 % after the financing. Accordingly the    
company shall issue a maximum of 221,007,003 new investment series shares and   
maximum of 35,305,555 new option rights to GeoHolding without charge in         
pursuance of executing the rest of the financing. Of the issued shares          
103,333,333 shares and all new option rights are directed in order to correct   
the misevaluation of the purchase price defined by the company. The corrected   
valuation is based on the valuation agreed with the investors and shall balance 
the prior acquisition price to correspond the correct price. At the same the    
terms of option rights 2007-1, directed to the key resources of GeoSolutions    
B.V., shall be amended such that the share subscription price is decreased to   
correspond the agreed price of EUR 0.045 per share.                             

The company has especially weighty financial reasons to deviate from the        
pre-emptive subscription right of the shareholders in order to secure the       
working capital of the company.                                                 

The Board proposes that the Extraordinary 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 8,000,000 and/or  
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, which may be either liable to charge or free of charge, in one or
more instalments such that the maximum number of new investment series shares   
issued is 800,000,000. In addition the authorization would entitle to increase  
the share capital by means of using the premium fund or invested unrestricted   
equity fund for the increase. 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, option rights or       
specific rights. The Board would have the right to decide the terms of any issue
by virtue of the authorization for all other parts. The authorization would     
include the above mentioned financing arrangement for the non-raised parts.     

The authorization would be valid for two (2) years from the date of the         
Extraordinary General Meeting.                                                  

The current authorization granted by the Annual General Meeting April 16th, 2007
shall remain valid.                                                             

2§	Amendment to the Articles of Association                                     

To enable increasing the number of outstanding shares the Board proposes to the 
Extraordinary General Meeting to decide on the amendment of the articles 4 and 5
of the Articles of Association such that the maximum number of all shares       
(article 4) is increased from current 1,000,000,000 to 2,000,000,000 and maximum
number of investment series shares (article 5) from current 1,000,000,000 to    
2,000,000,000.                                                                  

3§	Amending the terms of unexercised option rights and Option Rights 2007-1     
issued on April 27th, 2007                                                      

Relating to agreed financing the Board has decided to propose certain amendments
to the terms of all unexercised option rights. The Board proposes the terms of  
all unexercised option rights to be amended such that the share subscription    
period is extended until June 15th, 2010 for all such option rights.            

In addition the Board proposes the terms of option rights 2007-1 to be amended  
such that the share subscription price for each option right is EUR 0.045. The  
amendment of said option terms is a condition for agreed financing and it       
corrects the false valuation of the purchase price of GeoSolutions B.V performed
by the company.                                                                 

The terms of the above mentioned option rights shall remain for all other parts 
unchanged.                                                                      

4§	Nomination of members of the Board of Directors                              

The main shareholders propose that the Extraordinary General Meeting would      
decide to nominate three (3) new members of the Board of Directors in addition  
to the current members Dan Harple, Jeffrey Crevoiserat and Juha Kiikeri.  The   
nominated new persons are David Francis, Gary Bellot and Michael Vucekovich.    

Documents on view                                                               

Copies of the documents concerning the financial statements and the proposals of
the Board are available for shareholders to view from September 3rd, 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 August 31st,    
2007 has the right to participate in the Extraordinary General Meeting. In order
to attend the Extraordinary 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. The recording must be made effective no   
later than August 31st, 2007.                                                   

Notice of participation                                                         

Shareholder that wishes to participate in the Extraordinary General Meeting must
notify his/her participation by September 6th, 2007 at 12.00 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.                                           

August 20th, 2007                                                               

BENEFON OYJ                                                                     

The Board of Directors                                                          


For more information, please contact:                                           
Tomi Raita, CEO, tel. +358-2-77400                                              
www.benefon.com                                                                 

Distribution:                                                                   
Helsinki Exchanges                                                              
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