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2009-02-12 08:15:01 CET 2009-02-12 08:16:04 CET REGULATED INFORMATION Comptel - Notice to general meetingNotice of Annual General MeetingComptel 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 |
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