Comptel - Decisions of general meeting

RESOLUTIONS PASSED BY COMPTEL CORPORATION'S ANNUAL GENERAL MEETING

Comptel Corporation	Stock Exchange Release 16 March 2009 at 7 pm  
RESOLUTIONS PASSED BY COMPTEL CORPORATION'S ANNUAL GENERAL MEETING              

The Annual General Meeting of Comptel Corporation, held in Helsinki on 16 March 
2009, 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 CEO from liability for the 
financial year ending 31 December 2008. The Annual General Meeting approved the 
proposal of Board of Directors that a dividend of EUR 0.04 per share be paid for
2008. The dividend decided by the Annual General Meeting will be paid to        
shareholders registered on 19 March 2009 in the company's register for          
shareholders maintained by Euroclear Finland Ltd. The dividend will be paid on  
26 March 2009.
The Annual General Meeting approved that the following members of the Board of  
Directors were re-elected: Mr Olli Riikkala (M.Sc. Eng., MBA), Mr Hannu         
Vaajoensuu (Full-time Chairman, BasWare Corporation), Mr Timo Kotilainen        
(Managing Director, Nixu Oy) and Mr Juhani Lassila (Managing Director, Agros    
Oy). Mr Petteri Walldén (M.Sc. Eng.) 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 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 per meeting;                                   
and                                                                             
- for the committee meetings EUR 600 per meeting for the chairman and EUR       
500 per 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 or alternatively by using the own shares held by
the Company. The shares will be disposed as soon as possible after the Annual   
General Meeting.                                                                

2. The Annual General Meeting decided that Section 8 of the Articles of         
Association of the company will be amended so that notice to the General Meeting
shall be issued no later than 21 days prior to the General Meeting.             

3. The Annual General Meeting 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 
2010.                                                                           

4. The Annual General Meeting 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 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 2010.                                

5. The Annual General Meeting decided to issue stock options to the key         
personnel of the Comptel Group 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.      

Meeting of Comptel Corporation's 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 Timo Kotilainen and Mr Petteri Walldén. 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       
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:                                                                   
NASDAQ OMX Helsinki                                                             
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