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2007-04-03 16:15:00 CEST 2007-04-03 16:15:00 CEST REGULATED INFORMATION Teleste - Decisions of general meetingDECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTETELESTE CORPORATION STOCK EXCHANGE RELEASE 3.4.2007 DECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTE The Annual General Meeting of Teleste Corporation held on April 3, 2007 resolved to distribute a dividend of EUR 0.20 per share for 2006 for shares other than those held by the Company in accordance with the proposal of the Board of Directors. The record date for the dividend is April 10, 2007 and the dividend will be paid as of April 17, 2007. The Annual General Meeting approved the accounts and the Board of Directors and the CEO were discharged from liability for the financial period. The Annual General Meeting decided that the Board of Directors shall consist of five members. Mr. Tapio Hintikka was re-elected as the Chairman of the Board of Directors and Mr. Tero Laaksonen, Mr. Pertti Raatikainen, Mr. Timo Toivila and Mr. Pekka Vennamo were re-elected as members of the Board of Directors. The Annual General Meeting decided that the remuneration to be paid to the Chairman of the Board of Directors is EUR 36.000 per year and the remuneration to be paid for each member of the Board of Directors EUR 20.000. In addition a meeting fee of EUR 250 per meeting will be paid to each member of the Board of Directors. The remuneration will be paid so that 40 per cent of the remuneration will be used for purchasing Teleste shares for the members of the Board of Directors and the rest will be paid in cash. KPMG Oy Ab was elected as the auditor of Teleste Corporation. PROPOSAL OF THE BOARD OF DIRECTORS FOR PARTIAL AMENDMENT OF THE ARTICLES OF ASSOCIATION The Annual General Meeting approved the Board of Directors' proposal on amending the current Articles of Association. The main content of the amendments is the following: 1. Article 2 concerning the Company's field of operations shall be specified to the effect that it better corresponds to the Company's current operations which include production and selling of electronics and telecommunication industry products, services and solutions as well as thereto related service, maintenance, training, designing, integration and installation activities and consultation. In addition, a provision according to which the Company may carry out its operations also through subsidiaries and associated companies, shall be added to the Article. 2. Article 3 concerning the minimum and maximum share capital and the nominal value of the share shall be deleted. 3. Article 4 concerning the book-entry system shall be amended so that all other provisions except for the reference that the Company's shares belong to the book-entry system shall be deleted. 4. Article 7 shall be amended so that instead of using the right to sign the company name the term ‘right to represent the company' adopted under the new Companies Act shall be used. In addition, some wording specifications shall be made to the Article. 5. Article 11, Paragraph 2, point 1 shall be amended so that at the Annual General Meeting of Shareholders the financial statements, which include consolidated financial statements, and the report of the Board of Directors shall be presented and points 3 and 4 so that at the Annual General Meeting of Shareholders the adoption of the financial statements and consolidated financial statements and the use of profit shown in the balance sheet shall be resolved on. 6. Due to the deletion of Article 3, the numbering of the Articles of Association shall be amended. 7. As a result of the change in the numbering of the Articles of Association, the reference to Article 10 included in the provision concerning the redemption obligation (new Article 11) shall be amended to refer to Article 9. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT SHARE REPURCHASE AUTHORIZATION TO THE BOARD OF DIRECTORS The Annual General Meeting approved the Board of Directors' proposal on authorizing the Board of Directors to decide on the repurchase of a maximum of 1,290,000 own shares of the Company. The Company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through public trading on the Helsinki Stock Exchange at the market price prevailing at the time of acquisition. The shares shall be acquired for use as consideration in future acquisitions or other arrangements related to the Company's business, as financing for investments or as part of the Company's incentive program or to be held by the Company, to be conveyed by other means or to be cancelled. The repurchase authorization is valid until the Annual General Meeting of Shareholders for year 2008. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT AN AUTHORIZATION TO THE BOARD OF DIRECTORS TO ISSUE SHARES, TO CONVEY OWN SHARES AND TO GRANT SPECIAL RIGHTS ENTITLING TO SHARES The Annual General Meeting approved the Board of Directors' proposal on authorizing the Board of Directors to decide on issuing new shares and/or conveying the Company's own shares held by the Company and/or granting special rights referred to in Chapter 10, Section 1 of the Companies Act. New shares may be issued and the Company's own shares held by the Company may be conveyed to the Company's shareholders in proportion to their current shareholdings in the Company or waiving the shareholder's pre-emption right, through a directed share issue if the Company has a weighty financial reason to do so, such as using the shares as consideration in future acquisitions or other arrangements related to the Company's business, as financing for investments or using the shares as part of the Company's incentive program. New shares may be issued and the Company's own shares held by the Company may be conveyed either against payment or for free. The new shares may also be issued in a free share issue to the Company itself. A maximum of 4.500.000 new shares may be issued. A maximum of 1.730.000 of the Company's own shares held by the Company may be conveyed. The number of shares to be issued to the Company itself together with the shares repurchased to the Company on basis of the repurchase authorization shall be at the maximum of 1.290.000 shares. The maximum number of shares that may be subscribed with the special rights granted by the Company is 1.730.000 shares. The subscription price of the new shares and the consideration payable for the Company's own shares shall be recorded under the invested non-restricted equity fund. The authorizations are valid until the Annual General Meeting of Shareholders for year 2008. PROPOSAL OF THE BOARD OF DIRECTORS ON AMENDING THE TERMS AND CONDITIONS OF THE STOCK OPTION PLANS FOR YEARS 2002 AND 2004 The Annual General Meeting approved the Board of Directors' proposal on amending the terms and condition of the stock option plans for years 2002 and 2004. The references to the nominal value of the shares were decided to be deleted from the terms and conditions of the stock option plans and it was decided that the subscription price of the shares will be recorded under the invested non-restricted equity fund. Consequently, the provision on the maximum increase in share capital was decided to be deleted from the terms and conditions. In addition, a provision according to which the subscription price must always be at least EUR 0.40 was decided to be added to the terms and conditions of the stock option plans. PROPOSAL OF THE BOARD OF DIRECTORS CONCERNING THE ISSUE OF STOCK OPTIONS The Annual General Meeting decided to approve the Board of Directors' proposal on issuing stock options to the key personnel of the Teleste Group. 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 the Company. The maximum total number of stock options issued will be 840,000. The stock options entitle their owners to subscribe for a maximum total of 840,000 shares in the Company. The share subscription price will be based on the prevailing market price of the Teleste Corporation share on the Helsinki Stock Exchange in April 2007, April 2008 and April 2009, a ten (10) per cent premium added to each. The share subscription period for stock options 2007A will be 1 April 2010-30 April 2012, for stock options 2007B, 1 April 2011-30 April 2013 and for stock options 2007C, 1 April 2012-30 April 2014. A share ownership plan, in which the Group's key personnel is obliged to acquire the Company's shares with a proportion of the income gained from the stock options, will be incorporated to the stock options 2007. The manner, in which the share ownership plan will be executed, will be decided by the Board of Directors in connection with the decision to distribute stock options. Teleste Corporation Jukka Rinnevaara CEO ADDITIONAL INFORMATION: CEO Jukka Rinnevaara, tel +358 2 2605 866 or +358 400 747 488 DISTRIBUTION: Helsinki Exchanges Media www.teleste.com APPEDIX Teleste Corporation Stock options 2007 |
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