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2007-10-26 14:45:00 CEST 2007-10-26 14:45:00 CEST REGULATED INFORMATION Benefon Oyj - Notice to convene extr.general meetingINVITATION TO THE EXTRAORDINARY GENERAL MEETING OF BENEFON OYJThe Board has decided to call an Extraordinary General Meeting of the shareholders to be convened on Friday, November 16th 2007 at 12.30. The Extraordinary General Meeting shall be held in hotel Scandic Simonkenttä, at the address Simonkatu 9, 00100 Helsinki. The names of the notified shareholders will be checked beginning at 12.00. The following matters shall be handled in the meeting: 1§ Amendment of Articles of Authorization The Board proposes that the Articles of Association shall be altered in its entirety. However, the main content of the proposed amendments are as follows: Article 1 of the Articles of Association: It is proposed that the article be amended such that the company's Finnish business name and English parallel business name be changed to GeoSentric Oyj and GeoSentric Plc, respectively. Article 2 of the Articles of Association: It is proposed that the article be amended such that “developing and providing location based services” be added to the company's field of purpose. Article 3, 4, 5, 6, 7 and 17 of the Articles of Association: It is proposed that all of the company's ordinary shares and investment series shares be combined to form a single series of shares. By implementing the combination, the company would have only one series of publicly traded shares entitling their holders to equal rights. Hence the articles 5, 6, 7 and 17 would be annulled in their entirety. Combining these two share series would be implemented by removing provisions related to differences between the share series from the Articles of Association in such a way that each ordinary share be converted into a share whose rights correspond to the current investment series share. Respectfully to the combination of the share series the articles regarding the minimum and maximum share capital (article 3) and the amount of shares (article 4) are proposed to be annulled. Article 10 and 11 of the Articles of Association: It is proposed that the articles be combined and amended such that the company shall be legally represented by the Chairman of the Board of Directors or the Managing Director individually or jointly by the majority of the members of the Board of Directors. In addition the Board of Directors would have authority to grant authorizations to other persons to represent the Company jointly with another authorized official of the Company or a holder of procuration. 2§ Nomination of deputy auditor The Board proposes to the Extraordinary General Meeting to appoint PriceWaterHouseCoopers as the deputy auditor of the company. Documents on view Copies of the documents concerning the proposals of the Board are available for shareholders to view from November 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 November 6th, 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 November 6th, 2007. Notice of participation Shareholder that wishes to participate in the Extraordinary General Meeting must notify his/her participation by November 9th, 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. October 19th, 2007 BENEFON OYJ The Board of Directors Distribution: OMX Nordic Exchange Helsinki Principal news media |
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