Resolutions of Comptel Corporation's Annual General Meeting

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| Source: Comptel
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Comptel Corporation         Stock Exchange Release 12 March 2014 at 6:00 pm

Comptel Corporation's Annual General Meeting (AGM) held on 12 March 2014 adopted the financial statements for 2013 and discharged the members of the Board of Directors and CEO from liability for the financial year 2013.

The AGM resolved that a dividend of EUR 0.01 per share be paid based on the adopted balance sheet of December 31st, 2013. The dividend will be paid to shareholders registered in the Company’s Shareholder Register held by Euroclear Finland Ltd on the dividend payment record date March 17th, 2014. The dividend will be paid on March 25th, 2014.

The AGM resolved that the compensation of the members of the Board will be kept unchanged and paid as follows: to chairman EUR 53,000 per annum, vice chairman EUR 33,000 per annum and other members EUR 26,000 per annum. Additionally, moderate travelling costs are compensated and a meeting fee of EUR 500 per meeting is paid. Concerning possible committee meetings, EUR 600 per meeting for the chairman and EUR 500 per meeting for the members of a committee will be paid. 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 purchased and/or disposed as soon as possible after the AGM.

The AGM resolved the number of Board members to be five. Mr Pertti Ervi, Mr Hannu Vaajoensuu, Ms Eriikka Söderström and Mr Antti Vasara were re-elected as members of the Board of Directors and Mr Heikki Mäkijärvi was elected as a new member of the Board of Directors.

The AGM resolved that Ernst & Young Oy, with Heikki Ilkka, APA, as the Auditor with principal responsibility be re-elected as the auditor of the Company for the fiscal year 2014. Further, it was resolved that the Auditor’s remuneration be paid as invoiced and approved by the Company.

The AGM resolved that Section 6 of the Articles of Association is amended to read as follows:

“The Company shall have one (1) auditor, which shall be an audit firm authorized by the Finnish Central Chamber of Commerce.

The term of office of the auditor shall be a calendar year. The duties of the auditor shall end at the close of the next Annual General Meeting following the election.”

Further, it was decided that Section 9 of the Articles of Association is amended so that item 9 of the agenda of the Annual General Meeting of Shareholders (Election of Auditor) is specified to correspond with the new wording in Section 6 regarding Auditor.

Authorisations to the Board of Directors

Repurchase of company's own shares

The AGM 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 in public trading through NASDAQ OMX Helsinki Ltd at the time of the acquisition. The shares will be purchased and paid according to the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd. 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 Board of Directors shall decide on other terms and conditions related to the repurchase of the Company’s own shares. The authorisation to repurchase the Company’s own shares shall be valid until 30 June 2015. The authorisation will cancel the corresponding authorisation decided in the Annual General Meeting of 20 March 2013.

Decide on share issues

The AGM authorised the Board of Directors to decide on share issues and granting of share options and other special rights entitling to shares as follows:

The Board of Directors was authorised to decide on issuing new shares and/or conveying the Company’s own shares held by the Company either against payment or for free. In addition, the Board of Directors was authorised to grant share options 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 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 programs.

The authorisation also entitles 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 authorisation 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 Board of Directors shall decide on other terms and conditions related to the authorizations.

The authorisations shall be valid until 30 June 2015, apart from the authorisation concerning the implementation of the Company’s share-based incentive programs, which will be valid for five (5) years after the decision by the Annual General Meeting. The authorisation will cancel the corresponding authorisation decided in the Annual General Meeting of 20 March 2013.

First Meeting of the Board of Directors

In its meeting held after the Annual General Meeting, the Board of Directors elected Mr Pertti Ervi as chairman and Mr Hannu Vaajoensuu as vice chairman. The Board of Directors decided not to set up committees because it was considered to be more effective to work without committees, taking into account the size of the company and the clear structure of the Board as well as the number of Board members. In addition, the Board sees it useful to get in its entirety acquainted with the issues and therefore the tasks of an Audit Committee specified in the Finnish Corporate Governance Code are taken care by the Board in its full composition.

 

COMPTEL CORPORATION

Juhani Hintikka

President and CEO

 

For further information, please contact:

Juhani Hintikka, President and CEO, tel. +358 9 700 1131

Distribution:

NASDAQ OMX Helsinki

Major media

www.comptel.com

  

Since 1986, Comptel has helped more than 290 service providers across 87 countries meet over one billion subscribers’ communications and infotainment needs. Comptel’s solutions are built on an event – analysis – action strategic framework that leverages the company’s strengths in event data processing and advanced predictive analytics to enable real-time action. Comptel’s service fulfillment, mediation, charging and policy control, and predictive social analytics products with implementation and professional services enable service providers to enhance customer engagement and, in turn, create revenue, reduce costs and lessen churn. Comptel has a global team of nearly 700 professionals, and net sales were EUR 83 million in 2013. For more information, visit www.comptel.com