Teleste Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Teleste Corporation

Teleste Corporation
Stock exchange release
11.4.2024 at 17:30 (EEST)
DECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTE CORPORATION

The Annual General Meeting of Teleste Corporation held on 11 April 2024 adopted
the financial statements and the consolidated financial statements, discharged
the members of the Board of Directors and the CEO from liability and approved
the remuneration report of the Company's governing bodies for the financial year
2023 and the remuneration policy for the Company's governing bodies.

The General Meeting resolved, in accordance with the proposal of the Board of
Directors, that no dividend is paid based on the adopted balance sheet for the
financial year that ended on 31 December 2023.

The General Meeting decided the number of members of the Board of Directors to
be six. Timo Luukkainen, Jussi Himanen, Vesa Korpimies, Mirel Leino-Haltia, Anni
Ronkainen and Kai Telanne were elected as members of the Board of Directors.

The annual remunerations to be paid to the members of the Board of Directors
were decided to be as follows: EUR 66,000 per year for the Chairman and EUR
33,000 per year for each member. The annual remuneration of the member of the
Board of Directors who acts as the chairman of the Audit Committee shall be EUR
49,000 per year. Out of the annual remuneration to be paid to the members of the
Board of Directors, 40 per cent of the total gross remuneration amount will be
used to purchase Teleste Corporation's shares for the members of the Board of
Directors through trading on regulated market organized by Nasdaq Helsinki Ltd,
and the rest will be paid in cash. No separate meeting fee will be paid to the
members of the Board of Directors or to the Chairmans of the Board of Directors'
Committees. A meeting fee of EUR 400 per meeting is to be paid to the members of
the Board of Directors' Committees for those committee meetings that they
attend.

PricewaterhouseCoopers Oy, an Authorized Public Accountant firm, was elected as
the auditor of the Company, and PricewaterhouseCoopers Oy has appointed Markku
Launis, APA, as the principally responsible auditor. It was decided to pay the
auditor's compensation against an invoice approved by the Company.
PricewaterhouseCoopers Oy was also elected as the sustainability reporting
assurer, and it will be paid compensation for the task against an invoice
approved by the Company.

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY'S
OWN SHARES

The General Meeting decided to authorize the Board of Directors to decide on
repurchasing the Company's own shares in accordance with the proposal of the
Board of Directors. Based on the authorization, the Board of Directors may
repurchase a maximum of 1,200,000 own shares of the Company otherwise than in
proportion to the holdings of the shareholders by using the non-restricted
equity through trading on a regulated market organized by Nasdaq Helsinki Ltd at
the market price prevailing at the time of acquisition.

The repurchase authorization shall be valid for eighteen (18) months from the
resolution of the Annual General Meeting. The repurchase authorization revokes
previously granted repurchase authorizations.

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AND
SPECIAL RIGHTS ENTITLING TO SHARES

The General Meeting decided to authorize 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
Finnish Companies Act in accordance with the proposal of the Board of Directors.

New shares may be issued, and the Company's own shares held by the Company may
be conveyed either against payment or for free. 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 by
waiving the shareholder's pre-emption right, through a directed share issue if
the Company has a weighty financial reason to do so. The new shares may also be
issued in a free share issue to the Company itself.

Based on the authorization, the Board of Directors is entitled to decide on the
issuance of new shares and/or conveyance of the Company's own shares held by the
Company so that a maximum of 2,000,000 shares may be issued and/or conveyed in
total.

The maximum number of new shares that may be subscribed and own shares held by
the Company that may be conveyed by virtue of the special rights granted by the
Company is 1,000,000 shares in total, which number is included in the above
maximum number of new shares and own shares held by the Company.

The authorizations shall be valid for eighteen (18) months from the resolution
of the Annual General Meeting. The authorizations revoke previously granted
authorizations to decide on the issuance of shares and special rights entitling
to shares.

ORGANISATIONAL MEETING OF THE BOARD OF DIRECTORS

The Board of Directors, which convened after the Annual General Meeting, elected
Timo Luukkainen as its Chairman.

The composition of the Audit Committee of the Board of Directors was decided as
follows:

Mirel Leino-Haltia, Chairman
Jussi Himanen, Member
Vesa Korpimies, Member.

The composition of the Personnel and Remuneration Committee of the Board of
Directors was decided as follows:

Kai Telanne, Chairman
Timo Luukkainen, Member
Anni Ronkainen, Member.

TELESTE CORPORATION
Esa Harju
CEO
Additional information:
Esa Harju, tel. +358 2 2605 611

About Teleste
Teleste offers an integrated product and service portfolio that makes it
possible to build and run a better networked society. Our solutions bring
television and broadband services to you, secure your safety in public places
and guide your use of public transport. With solid industry experience and drive
for innovations, we are a leading international company in broadband, security
and information technologies and related services. We connect with our customers
through a global network of offices and partners. In 2023, Teleste's net sales
reached EUR 151.3 million and it had approximately 800 employees. Teleste is
listed on Nasdaq Helsinki. For more information,
visit www.teleste.com (https://www.teleste.com/).