Comptel - Decisions of general meeting

RESOLUTIONS OF COMPTEL ANNUAL GENERAL MEETING

Helsinki, 2011-03-23 13:00 CET (GLOBE NEWSWIRE) -- Comptel Corporation    
Stock exchange release, 23 March 2011 at 14.00 pm 

RESOLUTIONS OF COMPTEL ANNUAL GENERAL MEETING

Comptel Corporation's Annual General Meeting (AGM) held on 23 March 2011
adopted the financial statements for 2010 and discharged the members of the
Board of Directors and CEO from liability for the financial year 2010. 

The AGM approved the proposal of Board of Directors that a dividend of EUR 0.04
per share be paid for 2010. The dividend will be paid on 8 April 2011 to
shareholders registered on 28 March 2011 in the company's register for
shareholders held by Euroclear Finland Ltd. 

The AGM resolved that the compensation of the members of the Board will be kept
unchanged and paid as follows: to chairman EUR 53,000 per annum, vice chairman
EUR 33,000 per annum and other members EUR 26,000 per annum. Additionally,
members of the Board are paid a meeting fee of EUR 500 per meeting, and
concerning committee meetings EUR 600 per meeting for the chairman and EUR 500
per meeting for the members of a 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 or alternatively by using the own shares held by the Company. The
shares will be disposed as soon as possible after the AGM. 

The AGM resolved the number of Board members to be six. The following members
of the Board of Directors were re-elected: Mr Olli Riikkala (M.Sc. Eng., MBA),
Mr Hannu Vaajoensuu (Chairman, Basware Corporation), Mr Timo Kotilainen
(Managing Director, Nixu Oy), Mr Juhani Lassila (Managing Director, Agros Oy),
Mr Petteri Walldén (M.Sc. Eng.) and Mr Henri Österlund (CEO, Accendo Capital
Partners Oy). 

The AGM resolved that the Auditor will be paid according to the invoices
approved by the company. 

Authorisations to the Board of Directors

Repurchase of company's own shares

The AGM authorised the Board of Directors to decide on repurchase of the
company's own shares up to a maximum number of 10,700,000 shares as follows:
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 are to 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 authorisation to repurchase the company's own shares is valid until 30 June
2012. The authorisation will cancel the corresponding authorisation decided in
the Annual General Meeting of 22 March 2010. 

Decide on share issues

The AGM authorised the Board of Directors to decide on share issues and
granting special rights entitling to shares as follows: 

The Board of Directors was authorised 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 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 authorisation to repurchase the company's own shares. 

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
authorisation will also entitle to decide on a free share issue to the company
itself. 

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 authorisations are valid until 30 June 2012.

First Meeting of the Board of Directors

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

COMPTEL CORPORATION
Juhani Hintikka
President and CEO

For further information, please contact:

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


Distribution:

NASDAQ OMX Helsinki
Major media



Comptel software enables telecom operators to deliver services flexibly and
charge them effectively. Comptel's wide expertise in service fulfillment,
mediation and charging empowers customers to focus on delivering innovative
services. Comptel has provided solutions to 280 service providers with 800
million subscribers in 85 countries. The Group has about 600 employees
worldwide, and net sales were EUR 78 million in 2010. www.comptel.com