Comptel Corporation shareholders are hereby invited to attend the Annual General Meeting of Shareholders to be held at the Finlandia Hall, terrace hall (entry from doors K4 and M4), Mannerheimintie 13 e, 00100 Helsinki starting at 2:00 PM on Monday, 22 March 2010. Registration of shareholders attending the meeting will commence at the venue at 1:00 PM. A. Matters on the agenda of the General Meeting 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and the list of votes 6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2009 Review by the President and CEO 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board of Directors has decided to propose to the Annual General Meeting that a dividend of EUR 0.03 per share be paid for year 2009. The dividend decided by the Annual General Meeting will be paid to shareholders registered on 25 March 2010 in the company's Shareholder Register maintained by Euroclear Finland Ltd. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 14 April 2010. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the auditors Based on the recommendation of the Board of Directors' Audit Committee, the Board of Directors proposes that the Annual General Meeting will decide to pay the Auditors' remuneration according to the invoices approved by the company. 11. Proposal by the Board of Directors to amend the Section 8 of the Articles of Association The Board of Directors proposes to the Annual General Meeting that Section 8 of the Articles of Association of the company be amended to the effect that the provisions of the publication date of the notice corresponds to the amended provisions of the Finnish Companies Act and that the publication of the notice can take place in the internet pages of the Company. 12. Authorizing the Board of Directors to decide on the repurchase of the Company's own shares The Board of Directors proposes that the Annual General Meeting authorizes the Board to decide on repurchase of the company's own shares up to a maximum number of 10,700,000 shares. 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 shall 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 authorization to repurchase the company's own shares shall be valid until 30 June 2011. The authorization will cancel the corresponding authorization decided in the Annual General Meeting of 16 March 2009. 13. Authorizing the Board of Directors to decide on share issues and granting special rights entitling to shares The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on issuing new shares and conveying the company's own shares held by the company either against payment or for free. In addition, the Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors 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 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 authorization would also entitle to decide on a free share issue to the company itself. The number of shares to be issued to the company shall not exceed 10,700,000, including the number of own shares acquired by the company by virtue of the authorization to repurchase the company's own shares. 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 authorizations shall be valid until 30 June 2011. 14. Closing of the meeting B. Documents of the General Meeting The proposals of the Board of Directors as well as this notice are available on Comptel Corporation's website at www.comptel.com. The annual report of Comptel Corporation, including the company's annual accounts, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website no later than 1 March 2010. The proposals of the Board of Directors and the annual accounts are also available at the meeting. Copies of these documents will be sent to shareholders upon request. C. Instructions for the participants in the General Meeting 1. The right to participate and registration Each shareholder, who is registered on 10 March 2010 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than 10:00 AM (Finnish time) on 17 March 2010 by giving a prior notice of participation to the company. Such notice can be given: a) by e-mail to yhtiokokous@comptel.com b) by telephone at +358 9 70011 793, 9 AM to 4 PM (Finnish time) Monday to Friday c) by telefax at +358 9 70011 224, or d) by regular mail to Comptel Corporation, P.O. Box 1000, FI-00181 Helsinki, Finland (envelopes should be marked “Annual General Meeting”) In connection with the registration, a shareholder shall notify his/her name, personal identification number / company identification number, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of the proxy representative. The personal data given to Comptel Corporation is used only in connection with the General Meeting and with the processing of related registrations. Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting. 2. Proxy representative and powers of attorney A shareholder may participate in the General Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting. Possible proxy documents should be delivered in originals to above address together with the notification before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares is advised without delay to request from his/her custodian bank necessary instructions regarding the registration in the register of shareholders of the Company, the issuing of proxy documents and registration for the Annual General Meeting. The account management organization of the custodian bank will register the holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders' register of the Company at the latest on 17 March, 2010 at 10 am. 4. Other information On this date of this notice to the General Meeting 24 February 2010, the total number of shares and votes in Comptel Corporation is 107,054,810. Helsinki, 24 February 2010 COMPTEL CORPORATION Board of Directors Distribution: NASDAQ OMX Helsinki Major media www.comptel.com