COMPTEL CORPORATION STOCK EXCHANGE RELEASE FEBRUARY 14, 2007 AT 8.10 AM
NOTICE OF ANNUAL GENERAL MEETING
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 11 am on
Monday, 19 March 2007. Registration of shareholders attending the meeting will
commence at the venue at 10 am.
The agenda of the meeting:
1. Matters to be submitted to the Annual General Meeting pursuant to
Article 11 of the Articles of Association.
2. Amendments to the Articles of Association
The Board of Directors proposes that the Articles of Association be amended as
follows:
1. to delete Article 3 concerning the reference to the minimum
and maximum share capital;
2. to delete Article 4 concerning the reference to the minimum
and maximum number of shares and the fact that the shares do not
have a nominal value;
3. to amend Article 7 so that the right "to sign for the
company" shall be the "right to represent the company";
4. to amend Article 11 of the Articles of Association
concerning the Annual General Meeting of Shareholders to reflect
the terminology used in the Finnish Companies Act; and
5. to delete Article 13 concerning the right to dividend
payment, subscription right and the record date procedure.
3. 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 Helsinki Stock Exchange
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 2008.
4. 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 2008.
Composition of the Board of Directors
The shareholders representing approximately 38,2 % of the shares, have
notified the company that they will propose to the Annual General
Meeting that the present members Olli Riikkala (M.Sc, MBA), Hannu
Vaajoensuu (Full-time Chairman, BasWare Corporation), Timo Kotilainen
(Managing Director, Nixu Oy), Matti Mustaniemi (Partner, Tempo CSF Oy)
and Juhani Lassila (Managing Director, Agros Oy) be re-elected as
members of the Board of Directors, and Juhani Hintikka (Vice President,
Nokia Networks) be elected as a new member of the Board of Directors.
Right to attend the Annual General Meeting
Shareholders registered on Friday, 9 March 2007 in the Company's
Shareholder Register maintained by the Finnish Central Securities
Depository Ltd. (APK) shall have the right to attend the Annual General
Meeting. Owners of shares held under the name of a nominee can be
temporarily recorded in the Shareholders Register ten days prior to the
date of the Annual General Meeting at the latest in order to have the
right to attend the meeting.
Shareholders intending to attend the Meeting shall notify the company
thereof by 4 PM (Finnish time) on 9 March 2007, either in writing to
Comptel Corporation, Lapinrinne 3, FI-00100 Helsinki, Finland
(envelopes should be marked "Annual General Meeting"), or by telephone
at +358 9 70011 793, 9 AM to 4 PM (Finnish time) Monday to Friday, or
by telefax at +358 9 70011 224, or by email to yhtiokokous@comptel.com.
Any proxies shall be sent to the above address together with the
notification.
Financial statements and dividend
Copies of the company's financial statements and the Board of
Directors' proposals are available for inspection by shareholders from
12 March 2007 at the Company's head office at Lapinrinne 3, 00100
Helsinki (Reception). Copies of the documents will, on request, be sent
to shareholders (tel. +358 9 70011 793).
The Board of Directors has decided to propose to the Annual General
Meeting that a dividend of EUR 0.05 per share be paid for year 2006.
The dividend decided by the Annual General Meeting will be paid to
shareholders registered on 22 March 2007 in the Company's Shareholder
Register maintained by the Finnish Central Securities Depository. The
Board of Directors proposes to the Annual General Meeting that the
dividend be paid on 29 March 2007.
Publication of Annual Report
The annual report will be posted on the Company's web site at
www.comptel.com on 9 March 2007 and it can be ordered from Comptel
Corporation, Lapinrinne 3, FI-00100 Helsinki, Finland.
Helsinki, 14 February 2007
COMPTEL CORPORATION
Board of Directors
Additional information:
Samppa Seppälä, Director, IR and Corporate Communications
Tel. +358 50 5680533
Distribution:
Helsinki Exchanges
Major media