2007-03-19 13:58:39 CET

2007-03-19 13:58:39 CET


REGULATED INFORMATION

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Comptel - Decisions of general meeting

RESOLUTIONS PASSED BY COMPTEL CORPORATION'S ANNUAL GENERAL MEETING


The Annual General Meeting of Comptel Corporation, held in Helsinki on March
19, 2007, passed the following resolutions: 

1. The Annual General Meeting adopted the financial statement and accounts and
discharged members of the Board of Directors and the CEOs from liability for
the financial year ending December 31, 2006. The Annual General Meeting
approved the proposal of Board of Directors that a dividend of EUR 0.05 per
share be paid for 2006. The dividend decided by the Annual General Meeting will
be paid to shareholders registered on March 22, 2007 in the company's register
for shareholders kept by the Finnish Central Securities Depository. The
dividend will be paid on March 29, 2007. 

The Annual General Meeting approved that the following members of the Board of
Directors were re-elected: Olli Riikkala (M.Sc. Eng., MBA), Hannu Vaajoensuu
(Full-time Chairman, BasWare Corporation), Timo Kotilainen (Managing Director,
Nixu Oy), Matti Mustaniemi (Partner, Tempo CSF Oy), and Juhani Lassila
(Managing Director, Agros Oy). In addition, Juhani Hintikka (Vice President,
Nokia Networks) was elected as a new member of the Board of Directors. 

The Annual General Meeting approved that the compensation of the members of the
Board of Directors will remain the same as follows: 

• chairman EUR 48,000 per annum;
• vice chairman EUR 30,000 per annum; 
• other members EUR 24,000 per annum;
• for the board meetings EUR 400 / meeting; and
• for the committee meetings EUR 500 / meeting for the chairman and EUR 400 /
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 Helsinki Stock Exchange. The purchase of shares will
take place as soon as possible after the Annual General Meeting. 

2. The Annual General Meeting decided to amend the Articles of Association as
follows: 

1.	Article 3 concerning the reference to the minimum and maximum share capital
was deleted; 
2.	Article 4 concerning the reference to the minimum and maximum number of
shares and the fact that the shares do not have a nominal value, was deleted; 
3.	Article 7 was amended so that the right “to sign for the company” is the
“right to represent the company”; 
4.	Article 11 of the Articles of Association concerning the Annual General
Meeting of Shareholders was amended to reflect the terminology used in the
Finnish Companies Act; and 
5.	Article 13 concerning the right to dividend payment, subscription right and
the record date procedure was deleted. 

3. The Annual General Meeting granted the Board of Directors an authorisation
to repurchase a maximum of 10.700.000 of the company's own shares as follows: 

The own shares are to be repurchased for developing the Company's capital
structure, to be used in financing or implementing acquisitions or other
arrangements, for implementing the Company's share-based incentive programs or
to be conveyed by other means or to be cancelled. 

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 of the shares
prevailing at the time of acquisition. 

The shares shall be acquired and paid for in accordance with the rules of the
Helsinki Stock Exchange and the Finnish Central Securities Depository Ltd. The
Board of Directors shall decide on other terms and conditions related to the
repurchase of the Company's own shares. 

The repurchase authorization is valid until 30 June 2008.

4. The Annual General Meeting granted to the Board of Directors an
authorisation to decide on share issues and granting special rights entitling
to shares as follows: 

A maximum of 21.400.000 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 authorization to repurchase the Company's own shares. 

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 present
shareholdings in the Company; or waiving the pre-emptive rights of the
shareholders, through a directed share issue if the Company has a weighty
financial reason to do so, such as using the shares to develop the Company's
capital structure, as financing or in implementing acquisitions or other
arrangements or in implementing the Company's share-based incentive program. 

The directed share issue may be carried out for free only if there is, taking
into account the interests of the Company and all the shareholders, an
especially weighty financial reason for the Company to do so. The new shares
may also be issued for free to the Company itself in a free share issue. 

The Board of Directors was authorized 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. 

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 Board of Directors shall decide on other terms and conditions related to
the authorizations. 

The authorizations are valid until 30 June 2008.

Meeting of Comptel Corporation's Board of Directors

In its meeting held after the Annual General Meeting, the Board of Directors
re-elected Olli Riikkala as chairman and Hannu Vaajoensuu as vice chairman.
Matti Mustaniemi continues as chairman of the audit committee in which the
other members are Juhani Hintikka and Juhani Lassila. Olli Riikkala continues
as chairman of the compensation committee in which the other members are Timo
Kotilainen and Hannu Vaajoensuu. 


COMPTEL CORPORATION

Sami Erviö
President and CEO


Additional information:
Sami Erviö, President and CEO
Tel. +358 9 700 1131

Samppa Seppälä, Director, IR and Corporate Communications
Tel. +358 50 568 0533

Distribution:
Helsinki Exchanges
Major media