Comptel - Notice to convene extr.general meeting

Notice of Extraordinary General Meeting

Comptel Corporation     Stock exchange release, 21 October 2011 at 7:50 am

Comptel Corporation shareholders are hereby invited to attend the Extraordinary
General Meeting of Shareholders for deciding on the repayment of capital and
the payment of extraordinary dividend. The Meeting is to be held at the head
office of Comptel Corporation at the address Salmisaarenaukio 1, 00180
Helsinki, starting at 5:00 PM on Tuesday, 29 November 2011. The reception of
persons who have registered for the meeting will commence at 4:00 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. Deciding on the repayment of capital and the payment of extraordinary
dividend 

The Board of Directors of Comptel Corporation proposes to the Extraordinary
General Meeting that, based on the balance sheet of 31 December 2010, adopted
by the Annual General Meeting of 2011 of the company, a repayment of capital of
EUR 0.07 per share shall be paid. The repayment of capital shall be paid from
the invested non-restricted equity fund. 

Furthermore, the Board of Directors proposes that, based on the balance sheet
of 31 December 2010, adopted by the Annual General Meeting of 2011 of the
company, an extraordinary dividend of EUR 0.03 per share shall be paid. 

The repayment of capital and the extraordinary dividend shall be paid to
shareholders that are registered in the shareholders' register of the company
held by Euroclear Finland Ltd on the record date of the payments on 2 December
2011. The Board of Directors proposes to the Extraordinary General Meeting that
the repayment of capital and the extraordinary dividend shall be paid on 13
December 2011. 

The Board of Directors has the right to decide on other measures related to the
distribution of assets. 

7. Closing of the meeting

B. Documents of the General Meeting

The proposal of the Board of Directors as well as this notice and other
documents required by Chapter 5, Section 21 of the Finnish Companies Act are
available on Comptel Corporation's website at www.comptel.com on 8 November
2011 at the latest. Copies of these documents will be sent to shareholders upon
request. Contact details for such requests are listed below. These documents
will also be available at the General Meeting. The minutes of the General
Meeting will be available at Comptel Corporation's website on 13 December 2011
at the latest. 

C. Instructions for the participants in the General Meeting

1. The right to participate and registration

Each shareholder, who is registered on 17 November 2011 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 24 November 2011 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 “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. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares, based on which he/she
on the record date of the Extraordinary General Meeting, i.e. on 17 November
2011, would be entitled to be registered in the shareholders' register of the
company held by Euroclear Finland Ltd. The right to participate in the
Extraordinary General Meeting requires, in addition, that the shareholder on
the basis of such shares has been temporarily registered into the shareholders'
register held by Euroclear Finland Ltd at the latest by 10:00 AM on 24 November
2011. As regards nominee registered shares this constitutes due registration
for the Extraordinary General Meeting. 

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 Extraordinary General Meeting. The account management
organization of the custodian bank will register the holder of nominee
registered shares, who wants to participate in the Extraordinary General
Meeting, to be temporarily entered into the shareholders' register of the
company at the latest by the time stated above. 

3. Proxy representative and powers of attorney

A shareholder may participate and exercise his/her rights at 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 the address above
before the last date for registration. 

4. Other information

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. 

On this date of this notice to the Extraordinary General Meeting 21 October
2011, the total number of shares and votes in Comptel Corporation is
107,054,810. 

Helsinki, 21 October 2011

COMPTEL CORPORATION
The Board of Directors


Distribution:
NASDAQ OMX Helsinki
Major media


Comptel Dynamic OSS solutions enable telecom service providers to deliver
services flexibly and charge them effectively. Comptel's wide expertise in
service fulfillment, policy control, mediation and charging empowers our
customers to focus on delivering innovative services. Comptel has provided
software solutions to over 280 service providers with over one billion
subscribers in 85 countries. The Group has about 600 employees worldwide, and
net sales were EUR 78 million in 2010. www.comptel.com