The Annual General Meeting of Comptel Corporation, held in Helsinki on 19 March
2008, passed the following resolutions:
1. The Annual General Meeting adopted the financial statement and accounts and
discharged members of the Board of Directors and the CEO from liability for the
financial year ending December 31, 2007. The Annual General Meeting approved the
proposal of Board of Directors that a dividend of EUR 0.06 per share be paid for
2007. The dividend decided by the Annual General Meeting will be paid to
shareholders registered on 26 March 2008 in the company's register for
shareholders kept by the Finnish Central Securities Depository. The dividend
will be paid on 2 April 2008.
The Annual General Meeting approved that the following members of the Board of
Directors were re-elected: Mr Olli Riikkala (M.Sc. Eng., MBA), Mr Hannu
Vaajoensuu (Full-time Chairman, BasWare Corporation), Mr Timo Kotilainen
(Managing Director, Nixu Oy), Mr Matti Mustaniemi (Partner, Tempo CSF Oy), and
Mr Juhani Lassila (Managing Director, Agros Oy).
Mr Juhani Hintikka had informed the company that he was not available for a new
term in the Board of Directors.
The Annual General Meeting approved that the compensation of the members of the
Board of Directors will be the following:
- chairman EUR 53,000 per annum;
- vice chairman EUR 33,000 per annum;
- other members EUR 26,000 per annum;
- for the board meetings EUR 500 per meeting; and
- for the committee meetings EUR 600 per meeting for the chairman and EUR
500 per meeting for the members of the committee.
Out of the annual compensation to be paid to the Board members, 40 per cent of
total gross compensation amount will be used to purchase Comptel's shares in
public trading through OMX Nordic Exchange in Helsinki or alternatively by
using the own shares held by the Company. The shares will be disposed as soon
as possible after the Annual General Meeting.
2. The Annual General Meeting granted the Board of Directors an authorisation to
repurchase a maximum of 10,700,000 of the company's own shares as follows:
The own shares are to be repurchased for developing the Company's capital
structure, to be used in financing or implementing acquisitions or other
arrangements, to implement the Company's share-based incentive programs or to
be conveyed by other means or to be cancelled.
The Company's own shares shall be repurchased otherwise than in proportion to
the holdings of the shareholders by using the non-restricted equity through
public trading on the OMX Nordic Exchange in Helsinki at the market price of the
shares prevailing at the time of acquisition.
The repurchase authorisation is valid until 30 June 2009.
3. The Annual General Meeting granted to the Board of Directors an authorisation
to decide on share issues and granting special rights entitling to shares as
follows:
A maximum of 21,400,000 shares, including the shares received on basis of the
special rights, can be issued. A maximum of 10,700,000 of the Company's own
shares held by the Company can be conveyed and/or received on basis of the
special rights. The number of shares to be issued to the Company itself shall
not exceed 10,700,000, including the number of own shares acquired by the
Company by virtue of the authorisation to repurchase the Company's own shares.
New shares may be issued and the Company's own shares held by the Company may be
conveyed to the Company's shareholders in proportion to their present
shareholdings in the Company; or waiving the pre-emptive rights of the
shareholders, through a directed share issue if the Company has a weighty
financial reason to do so, such as using the shares to develop the Company's
capital structure, as financing or in implementing acquisitions or other
arrangements or in implementing the Company's share-based incentive program.
The Board of Directors was authorised to grant option rights and other special
rights referred to in Chapter 10, Section 1 of the Companies Act, which carry
the right to receive, against payment, new shares of the Company or the
Company's own shares held by the Company in such a manner that the subscription
price of the shares is paid in cash or by using the subscriber's receivable to
set off the subscription price.
The subscription price of the new shares and the consideration payable for the
Company's own shares shall be recorded under the invested non-restricted equity
fund.
The Board of Directors shall decide on other terms and conditions related to the
authorisations.
The authorisations are valid until 30 June 2009.
Meeting of Comptel Corporation's Board of Directors
In its meeting held after the Annual General Meeting, the Board of Directors
re-elected Mr Olli Riikkala as chairman and Mr Hannu Vaajoensuu as vice
chairman. Mr Matti Mustaniemi continues as chairman of the audit committee in
which the other members are Mr Juhani Lassila and Mr Hannu Vaajoensuu. Mr Olli
Riikkala continues as chairman of the compensation committee in which the other
members are Mr Timo Kotilainen and Mr Hannu Vaajoensuu.
COMPTEL CORPORATION
Sami Erviö
President and CEO
Additional information:
Sami Erviö, President and CEO
Tel. +358 9 700 1131
Samppa Seppälä, Director, IR and Corporate Communications
Tel. +358 50 568 0533
Distribution:
OMX Nordic Exchanges Helsinki
Major media