2007-05-02 10:15:00 CEST

2007-05-02 10:15:00 CEST


REGULATED INFORMATION

Finnish English
Benefon Oyj - Company Announcement

GEOSOLUTIONS B.V. TRANSACTION CLOSED AND SHARE EXCHANGE ACCOMPLISHED


The Board of Directors of Benefon Oyj has resolved on purchase of GeoSolutions  
B.V. according to authorization granted to it by the Annual General Meeting of  
April 16th, 2007. Accordingly the Board has decided to issue agreed number of   
Benefon Oyj's new investment series shares to GeoHolding B.V., to the sole owner
of GeoSolutions B.V., and agreed number of option rights to key resources of    
GeoSolutions B.V. as follows.                                                   

Benefon announced today that company's Board of Directors has, in accordance    
with the terms of the share exchange agreement (“Exchange Agreement”) entered   
into with GeoHolding B.V. on March 22nd, 2007 (“GeoHolding”), decided to issue  
shares to GeoHolding and option rights to certain key resources. The agreed     
initial purchase price EUR 6,000,000 consists of two parts. The first part of   
EUR 4,200,000 is agreed to be paid by issuing 21,000,000 new investment series  
shares at closing and the remainder of EUR 1,800,000 is agreed to be paid by    
issuing 9,000,000 new investment series shares that shall immediately be        
transferred in escrow and released to GeoHolding once the agreed conditions have
been met. Due to technical reasons the above-mentioned shares shall be issued in
two separate issues.                                                            

The maximum number of new investment series shares offered for subscription in  
the first directed share issue (“Issue”) is 21,000,000 and subscription price is
EUR 0.20 per share. The subscription price for the shares issued in the Issue   
shall be paid as a contribution in kind by transferring all outstanding shares  
of GeoSolutions B.V., representing the whole authorized share capital of the    
company, to Benefon Oyj as agreed in the Exchange Agreement.                    

In addition to the Issue the Board of Directors has, in accordance with the     
Exchange Agreement, decided to issue a maximum of 9,000,000 new investment      
series shares for subscription by GeoHolding without charge (the “Second        
Issue”). The shares shall be deposited in escrow and released upon meeting the  
conditions set forth in the Exchange Agreement. If the conditions are not met   
within the agreed time period the shares issued in the Second Issue shall be    
returned to Benefon without charge and the purchase price shall be decreased    
correspondingly to the agreed value of such shares. At the same with the Second 
Issue company's share capital shall be increased by EUR 0.01 for each share     
issued by transferring a correspondent amount from the premium fund to share    
capital. As a result company's share capital may increase by a maximum of EUR   
90,000.00 and the premium fund may correspondingly decrease by a maximum of EUR 
90,000.00.                                                                      

In addition to aforementioned directed share issues the Board of Directors has  
decided to issue at maximum 9,778,500 option rights to the key resources of     
GeoSolutions B.V. as agreed in the Exchange Agreement. The option rights shall  
be offered to the senior management, members of the board of directors and key  
employees of GeoSolutions B.V. as specified in the terms and conditions of the  
option plan. The share subscription price for the option rights is EUR 0.14 per 
share and the share subscription period begins on April 27th, 2007 at the       
earliest and ends on April 7th, 2014 at the latest. The option rights are       
divided into nine (9) series and the share subscription periods are different   
for different series.                                                           

Subscription period for the Issue and Second Issue begins on April 27th, 2007   
and ends on May 2nd, 2007. The Board also decided that all subscription made in 
accordance with the respective issue terms shall be accepted. As a result of    
subscriptions and share capital increase from the premium fund the share capital
of the company shall increase by a maximum of EUR 300,000.00. The shares offered
for subscription in the directed share issues represent at maximum 10,22 % and  
the option rights at maximum 3,33 % of the company's registered shares prior the
respective increase in share capital. Subscription period for the option rights 
begins on April 27th, 2007 and ends on April 27, 2012. The Board also decided   
that all subscription made in accordance with the terms and conditions of the   
option rights shall be accepted.                                                

The new shares are equivalent of their right with company's existing investment 
series shares and will be registered in the trade register as soon as possible. 
The company shall prepare a prospectus for listing the shares issued in the     
Issue and the Second Issue and the issued shares shall be applied for listing   
without delay after the prospectus has been approved.                           


May 2nd, 2007                                                                   

BENEFON OYJ                                                                     

Tomi Raita                                                                      
CEO                                                                             


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

Distribution:                                                                   
Helsinki Exchanges                                                              
Principal news media