Comptel - Notice to general meeting

Notice of Annual General Meeting

Comptel Corporation's Stock Exchange Release 12 February 2009 at 9.15 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
3:00 PM on Monday, 16 March 2009. Registration of shareholders attending the
meeting will commence at the venue at 2:00 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.	Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2008 

	Review by the President and CEO

7.	Adoption of the annual accounts 

8.	Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors has decided to propose to the Annual General Meeting
that a dividend of EUR 0.04 per share be paid for year 2008. The dividend
decided by the Annual General Meeting will be paid to shareholders registered
on 19 March 2009 in the company's Shareholder Register maintained by Euroclear
Finland Ltd. The Board of Directors proposes to the Annual General Meeting that
the dividend be paid on 26 March 2009. 

9.	Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10.	Resolution on the remuneration of the members of the Board of Directors

The shareholders representing approximately 31.6 % of the shares and number of
votes have notified the company that they will propose to the Annual General
Meeting that the compensation for the members of the Board of Directors will be
kept unchanged and paid as follows: 
•	chairman EUR 53,000 per annum;
•	vice chairman EUR 33,000 per annum; 
•	other members EUR 26,000 per annum;
•	for the board meetings EUR 500 / meeting; and
•	for the committee meetings EUR 600 / meeting for the chairman and EUR 500 /
meeting for the members of the committee. 
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. The purchase of shares will
take place as soon as possible after the Annual General Meeting. 

11.	Resolution on the number of members of the Board of Directors

The shareholders representing approximately 31.6 % of the shares and number of
votes have notified the company that they will propose to the Annual General
Meeting that the number for the members of Board of Directors will be five (5). 

12.	Election of members of the Board of Directors

The shareholders representing approximately 31.6 % of the shares and number of
votes 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) and Juhani Lassila (Managing Director, Agros Oy), be re-elected as
members of the Board of Directors, and Petteri Walldén (M.Sc) be elected as a
new member of the Board of Directors. 

Matti Mustaniemi, the present member of the Board of Directors, has notified
the company of his unavailability for a new term in the Board. 

13.	Resolution on the remuneration of the auditors

Based on the recommendation of the Board of Directors' Audit Committee, the
Board of Directors proposes that the Annual General Meeting will decide to pay
the Auditors' remuneration according to the invoices approved by the company. 

14.	Proposal by the Board of Directors to amend the Articles of Association

The Board of Directors proposes to the Annual General Meeting that Section 8 of
the Articles of Association of the company be amended so that notice to the
General Meeting shall be issued no later than 21 days prior to the General
Meeting. 

15.	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 NASDAQ OMX Helsinki Ltd 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 2010. 

16.	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 2010.

17.	Proposal by the Board of Directors concerning the issue of stock options

The Board of Directors proposes that stock options be issued by the Annual
General Meeting of Shareholders to the key personnel of the Comptel Group. The
main terms of the proposal are 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 the company. 

The maximum total number of stock options issued will be 4,200,000 and they
will be issued gratuitously. The stock options entitle their owners to
subscribe for a maximum total of 4,200,000 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 3.8% 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 price will be based on the prevailing market price of
the Comptel Corporation share on the NASDAQ OMX Helsinki Ltd. in April 2009,
April 2010 and April 2011. The share subscription price will be entered into
the invested non-restricted equity fund. 

The share subscription period for stock options 2009A, will be 1 November
2011—30 November 2013, for stock options 2009B, 1 November 2012—30 November
2014 and for stock options 2009C, 1 November 2013—30 November 2015. 

The Board of Directors will decide on the distribution of stock options during
the second quarters of 2009, 2010 and 2011. The members of the Group Executive
Board and other key employees belonging to the target group of the Performance
Share Plan 2009—2011 will not be included in the Stock Option Plan 2009. 

18.	Closing of the meeting

B.	Documents of the General Meeting 

The proposals of the Board of Directors as well as this notice are available on
Comptel Corporation's website at www.comptel.com. The annual report of Comptel
Corporation, including the company's annual accounts, the report of the Board
of Directors and the auditor's report, is available on the above-mentioned
website no later than 6 March 2009. The proposals of the Board of Directors and
the annual accounts are also available at the meeting. Copies of these
documents will be sent to shareholders upon request. 

C.	Instructions for the participants in the General Meeting

1.	The right to participate and registration

Each shareholder, who is registered on 6 March 2009 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 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 4:00 PM (Finnish time) on 9 March 2009 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 “Annual 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 assistant. The personal data given
to Comptel Corporation is used only in connection with the General Meeting and
with the processing of related registrations. 

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. 

2.	Proxy representative and powers of attorney 

A shareholder may participate in 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. 

Possible proxy documents should be delivered in originals to above address
together with the notification before the last date for registration. 

3.	Holders of nominee registered shares

A holder of nominee registered shares, who wants to participate in the General
Meeting, must be entered into the shareholders' register of the company on the
record date 6 March 2009 of the meeting. 

A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders' register of the
company, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank. 

4.	Other information

On this date of this notice to the General Meeting 12 February 2009, the total
number of shares and votes in Comptel Corporation is 107,054,810. 


Helsinki, 12 February 2009

Comptel Corporation 

Board of Directors


Additional information:

Sami Erviö, President and CEO, tel. +358 9 700 1131
Mr. Samppa Seppälä, Director, IR and Corporate Communications, tel. +358 50 568
0533 


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