Comptel Corporation Stock Exchange Release 16 March 2009 at 7 pm
RESOLUTIONS PASSED BY COMPTEL CORPORATION'S ANNUAL GENERAL MEETING
The Annual General Meeting of Comptel Corporation, held in Helsinki on 16 March
2009, 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 31 December 2008. The Annual General Meeting approved the
proposal of Board of Directors that a dividend of EUR 0.04 per share be paid for
2008. The dividend decided by the Annual General Meeting will be paid to
shareholders registered on 19 March 2009 in the company's register for
shareholders maintained by Euroclear Finland Ltd. The dividend will be paid on
26 March 2009.
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) and Mr Juhani Lassila (Managing Director, Agros
Oy). Mr Petteri Walldén (M.Sc. Eng.) was elected as a new member of the Board of
Directors.
The Annual General Meeting approved that the compensation of the members of the
Board of Directors will be kept unchanged and paid as follows:
- 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 NASDAQ OMX Helsinki Ltd 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 decided that Section 8 of the Articles of
Association of the company will be amended so that notice to the General Meeting
shall be issued no later than 21 days prior to the General Meeting.
3. The Annual General Meeting authorised the Board of Directors to decide on
repurchase of the company's own shares up to a maximum number of 10,700,000
shares as follows:
The company's own shares shall be repurchased otherwise than in proportion to
the holdings of the shareholders using the non-restricted equity at the market
price of the shares on the NASDAQ OMX Helsinki Ltd at the time of the
acquisition.
The shares are to be repurchased for strengthening or 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 authorisation to repurchase the company's own shares is valid until 30 June
2010.
4. The Annual General Meeting authorised the Board of Directors to decide on
share issues and granting special rights entitling to shares as follows:
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.
A maximum of 21,400,000 new 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.
The new shares can be issued and the company's own shares held by the company
conveyed to the company's shareholders in proportion to their present holding or
by means of a directed issue, waiving the pre-emptive rights of the
shareholders, if there is a weighty financial reason for the company to do so,
such as using the shares to strengthen or develop the company's capital
structure, as financing or in implementing acquisitions or other arrangements or
in implementing the company's share-based incentive programs.
The subscription price of the new shares and the consideration paid for the
company's own shares shall be recorded in the invested non-restricted equity
fund.
The authorisations are valid until 30 June 2010.
5. The Annual General Meeting decided to issue stock options to the key
personnel of the Comptel Group as follows:
The company has a weighty financial reason for the issue of stock options, since
the stock options are intended to form part of the incentive and commitment
program for the key personnel. The purpose of the stock options is to encourage
the key personnel to work on a long-term basis to increase shareholder value.
The purpose of the stock options is also to commit the key personnel to the
company.
The maximum total number of stock options issued will be 4,200,000 and they will
be issued gratuitously. The stock options entitle their owners to subscribe for
a maximum total of 4,200,000 new shares in the company or existing shares held
by the company. The stock options now issued can be exchanged for shares
constituting a maximum total of 3.8% of the company's shares and votes of the
shares, after the potential share subscription, if new shares are issued in the
share subscription.
The share subscription price will be based on the prevailing market price of the
Comptel Corporation share on the NASDAQ OMX Helsinki Ltd in April 2009, April
2010 and April 2011. The share subscription price will be entered into the
invested non-restricted equity fund.
The share subscription period for stock options 2009A, will be 1 November 2011 -
30 November 2013, for stock options 2009B, 1 November 2012 - 30 November 2014
and for stock options 2009C, 1 November 2013 - 30 November 2015.
The Board of Directors will decide on the distribution of stock options during
the second quarters of 2009, 2010 and 2011. The members of the Group Executive
Board and other key employees belonging to the target group of the Performance
Share Plan 2009 - 2011 will not be included in the Stock Option Plan 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 Juhani Lassila continues as chairman of the audit committee in
which the other members are Mr Timo Kotilainen and Mr Petteri Walldén. 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:
NASDAQ OMX Helsinki
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