Comptel - Decisions of general meeting

Resolutions of Comptel Annual General Meeting

Comptel Corporation     Stock Exchange Release, 26 March 2012 at 2.05 pm

Resolutions of Comptel Annual General Meeting

Comptel Corporation's Annual General Meeting (AGM) held on 26 March 2012
adopted the financial statements for 2011 and discharged the members of the
Board of Directors and CEOs from liability for the financial year 2011. 

The AGM approved the proposal of Board of Directors that a dividend of EUR 0.03
per share be paid for 2011. The dividend will be paid on 12 April 2012 to
shareholders registered on 29 March 2012 in the company's register for
shareholders held by Euroclear Finland Ltd. 

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. According to the
proposal, Mr Hannu Vaajoensuu and Mr Petteri Walldén were re-elected and Mr
Pertti Ervi, Ms Eriikka Söderström and Mr Antti Vasara were elected as new
members of the Board of Directors. 

The AGM resolved to elect Ernst & Young Oy as authorised public accountant, Mr
Heikki Ilkka being the principal auditor. Further, it was resolved that the
Auditor will be paid according to the invoices approved by the company. 

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 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
2013. The authorisation will cancel the corresponding authorisation decided in
the Annual General Meeting of 23 March 2011. 

Decide on share issues

The AGM 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
authorisation will also entitle to decide on a free share issue to the company
itself. 

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 2013. However, the authorisation to
implement the company's share-based incentive programs is valid until five
years from the AGM resolution. 

Stock Options

The AGM 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 Comptel
Group. 

The maximum total number of stock options issued will be 5,100,000 and they
will be issued gratuitously. 2,550,000 of the stock options will be subscribed
with the mark 2012A and 2,550,000 of the stock options will be subscribed with
the mark 2012B. The stock options entitle their owners to subscribe for a
maximum total of 5,100,000 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 4.5 per cent 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 period for stock options 2012A will be 2 May 2015 - 30
November 2017 and for stock options 2012B 2 May 2016 - 30 November 2017. 

The share subscription price for shares subscribed with the stock options 2012A
and 2012B will be based on the volume-weighted average price of the Comptel
Corporation share on the NASDAQ OMX Helsinki Ltd between 27 February 2012 and
23 March 2012. The share subscription price will be entered into the invested
non-restricted equity fund. 

The Board of Directors will decide on the distribution of the stock options.
The offering of the stock options and the number of stock options offered are
dependent on the fact whether a key person already owns the maximum amount of
Comptel Corporation shares announced by the Board of Directors before the
distribution of the stock options. The commencement of the subscription period
for stock options 2012A and 2012B depends on the fact whether the commercial or
financial targets of Comptel Group set by the Board of Directors for the use of
the stock options have been reached. Those stock options, respect of which the
targets have not been reached, will lapse in a manner decided on by the Board
of Directors. The Board of Directors sets targets for each subcategory of stock
options separately as the stock options are distributed. 

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 based on the following
criteria: Taking into account the company's size, a clear structure and a small
number of Board members, it is more effective to act without separate
committees until further notice. In addition, the significantly renewed Board
sees it useful to get in its entirety acquainted with the cases previously
processed in the committees. 


COMPTEL CORPORATION

Juhani Hintikka
President and CEO


For further information, please contact:
Juhani Hintikka, President and CEO, tel. +358 9 700 1131
Samppa Seppälä, Director, IR and Corporate Communications, tel. +358 50 568 0533

Distribution:
NASDAQ OMX Helsinki
Major media
www.comptel.com



Comptel is an international software company specialising in
telecommunications. Our solutions and services help communication service
providers improve customer experience, increase revenue and reduce costs.
Comptel has provided solutions to over 280 service providers with more than one
billion subscribers in 85 countries. The Group has about 650 employees
worldwide, and net sales were EUR 77 million in 2011. www.comptel.com