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2011-10-21 06:50:06 CEST 2011-10-21 06:51:09 CEST REGULATED INFORMATION Comptel - Notice to convene extr.general meetingNotice of Extraordinary General MeetingComptel Corporation Stock exchange release, 21 October 2011 at 7:50 am Comptel Corporation shareholders are hereby invited to attend the Extraordinary General Meeting of Shareholders for deciding on the repayment of capital and the payment of extraordinary dividend. The Meeting is to be held at the head office of Comptel Corporation at the address Salmisaarenaukio 1, 00180 Helsinki, starting at 5:00 PM on Tuesday, 29 November 2011. The reception of persons who have registered for the meeting will commence at 4:00 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. Deciding on the repayment of capital and the payment of extraordinary dividend The Board of Directors of Comptel Corporation proposes to the Extraordinary General Meeting that, based on the balance sheet of 31 December 2010, adopted by the Annual General Meeting of 2011 of the company, a repayment of capital of EUR 0.07 per share shall be paid. The repayment of capital shall be paid from the invested non-restricted equity fund. Furthermore, the Board of Directors proposes that, based on the balance sheet of 31 December 2010, adopted by the Annual General Meeting of 2011 of the company, an extraordinary dividend of EUR 0.03 per share shall be paid. The repayment of capital and the extraordinary dividend shall be paid to shareholders that are registered in the shareholders' register of the company held by Euroclear Finland Ltd on the record date of the payments on 2 December 2011. The Board of Directors proposes to the Extraordinary General Meeting that the repayment of capital and the extraordinary dividend shall be paid on 13 December 2011. The Board of Directors has the right to decide on other measures related to the distribution of assets. 7. Closing of the meeting B. Documents of the General Meeting The proposal of the Board of Directors as well as this notice and other documents required by Chapter 5, Section 21 of the Finnish Companies Act are available on Comptel Corporation's website at www.comptel.com on 8 November 2011 at the latest. Copies of these documents will be sent to shareholders upon request. Contact details for such requests are listed below. These documents will also be available at the General Meeting. The minutes of the General Meeting will be available at Comptel Corporation's website on 13 December 2011 at the latest. C. Instructions for the participants in the General Meeting 1. The right to participate and registration Each shareholder, who is registered on 17 November 2011 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 Finnish 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 10:00 AM (Finnish time) on 24 November 2011 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 “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 proxy representative or assistant and the personal identification number of the proxy representative. The personal data given to Comptel Corporation is used only in connection with the General Meeting and with the processing of related registrations. 2. Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, i.e. on 17 November 2011, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Ltd at the latest by 10:00 AM on 24 November 2011. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting. A holder of nominee registered shares is advised without delay to request from his/her custodian bank necessary instructions regarding the registration in the register of shareholders of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting. The account management organization of the custodian bank will register the holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, to be temporarily entered into the shareholders' register of the company at the latest by the time stated above. 3. Proxy representative and powers of attorney A shareholder may participate and exercise his/her rights at 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. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting. Possible proxy documents should be delivered in originals to the address above before the last date for registration. 4. Other information 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. On this date of this notice to the Extraordinary General Meeting 21 October 2011, the total number of shares and votes in Comptel Corporation is 107,054,810. Helsinki, 21 October 2011 COMPTEL CORPORATION The Board of Directors Distribution: NASDAQ OMX Helsinki Major media Comptel Dynamic OSS solutions enable telecom service providers to deliver services flexibly and charge them effectively. Comptel's wide expertise in service fulfillment, policy control, mediation and charging empowers our customers to focus on delivering innovative services. Comptel has provided software solutions to over 280 service providers with over one billion subscribers in 85 countries. The Group has about 600 employees worldwide, and net sales were EUR 78 million in 2010. www.comptel.com |
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