Comptel - Notice to general meeting

Notice of Annual General Meeting

Comptel Corporation     Stock Exchange Release, 27 February 2012 at 1.45 pm

Notice of Annual General Meeting

Comptel Corporation shareholders are hereby invited to attend the Annual
General Meeting of Shareholders to be held at the Marina Congress Center,
Fennia I hall, Katajanokanlaituri 6, 00160 Helsinki, Finland starting at 11:00
am on Monday, 26 March 2012. The reception of persons who have registered for
the meeting will commence at 10:00 am. 

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 consolidated annual accounts, the
report of the Board of Directors and the Auditor's report for the year 2011,
Review by the President and CEO 

7. Adoption of the annual accounts and the consolidated annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.03 per share be paid for the year 2011. The dividend decided by the
Annual General Meeting will be paid to shareholders registered on 29 March 2012
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 as of 12 April 2012. 

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 33.1 % of the shares and votes in
the Company 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 possible committee meetings EUR 600/meeting for the Chairman and EUR
500/meeting for the members of the  committee. 

The shareholders also propose that reasonable travel expenses incurred by the
Board members are compensated. 

Out of the annual compensation to be paid to the Board members, 40% of the
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 purchased and/or disposed 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 33.1% of the shares and votes in
the Company have notified the Company that they will propose to the Annual
General Meeting that the number for the members of the Board of Directors will
be five (5). 

12. Election of members of the Board of Directors

The shareholders representing approximately 33.1% of the shares and votes in
the Company have notified the Company that they will propose to the Annual
General Meeting that the current Board members Hannu Vaajoensuu and Petteri
Walldén be re-elected as members of the Board of Directors and that Pertti
Ervi, Eriikka Söderström and Antti Vasara be elected as new members of the
Board of Directors. 

Pertti Ervi is a management consultant and professional board member. He is the
Chairman of the Board at Efecte Oy, Inventure Oy, Nevtor Oy and Ixonos Plc and
a member of the Board at F-Secure Corporation and at Teleste Corporation. In
addition, he acts as the Chairman of the Audit Committee at F-Secure
Corporation and at Ixonos Plc. 

Antti Vasara is a Manager at the Nokia Mobile Phones Business Unit. He has held
different positions at Nokia Corporation since 2003. Before joining Nokia
Corporation, he acted, among other positions, as the CEO of SmartTrust Oy and
as a Senior Engagement Manager at McKinsey & Company Finland. Among other
positions, he is also a member of the Board at F-Secure Corporation. 

Eriikka Söderström is the Chief Financial Officer at Vacon Plc. Before joining
Vacon Plc, she acted, among other positions, as the Chief Financial Officer at
Oy Nautor Ab and held different positions at Nokia Siemens Networks and Nokia
Networks. 

13. Selection of the Auditor and resolution on the remuneration of the Auditor

Based on the recommendation of the Board of Directors' Audit Committee, the
Board of Directors proposes to the Annual General meeting the election of one
(1) Auditor to the Company and that Ernst & Young Oy, Authorized Public
Accountants, be elected as the Auditor, with Heikki Ilkka, APA, as the Auditor
with principal responsibility. It is further proposed that the Auditor's
remuneration be paid as invoiced and approved by the Company. 

14. Authorizing the Board of Directors to decide on the repurchase of the
Company's own shares 

The Board of Directors proposes to the Annual General Meeting 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 in public trading through NASDAQ OMX Helsinki Ltd at the
time of the acquisition. The shares will be purchased and paid according to the
rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd. 

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 Board of Directors shall decide on other terms and conditions related to
the repurchase of the Company's own shares. The authorization to repurchase the
Company's own shares shall be valid until 30 June 2013. The authorization will
cancel the corresponding authorization decided in the Annual General Meeting of
23 March 2011. 

15. Authorizing the Board of Directors to decide on share issues and on
granting of stock options and other special rights entitling to shares 

The Board of Directors proposes to the Annual General Meeting 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 to the Annual General Meeting that
the Annual General Meeting authorizes the Board of Directors to grant stock
options 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 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 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 2013, apart from the
authorization concerning the implementation of the Company's share-based
incentive programs, which will be valid for five (5) years after the decision
by the Annual General Meeting. 

16. Proposal by the Board of Directors concerning the issue of stock options to
the key personnel of Comptel Group 

The Board of Directors proposes to the Annual General Meeting that stock
options be issued by the Annual General Meeting 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 Comptel
Group. 

The maximum total number of stock options issued will be 5,100,000 and they
will be issued gratuitously. 2,550,000 of the stock options will be subscribed
with the mark 2012A and 2,550,000 of the stock options will be subscribed with
the mark 2012B. The stock options entitle their owners to subscribe for a
maximum total of 5,100,000 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 4.5 % 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 period for stock options 2012A will be 2 May 2015 - 30
November 2017 and for stock options 2012B 2 May 2016 - 30 November 2017. 

The share subscription price for shares subscribed with the stock options 2012A
and 2012B will be based on the volume-weighted average price of the Comptel
Corporation share on the NASDAQ OMX Helsinki Ltd between 27 February 2012 and
23 March 2012. The share subscription price will be entered into the invested
non-restricted equity fund. 

The Board of Directors will decide on the distribution of the stock options.
The offering of the stock options and the number of stock options offered are
dependent on the fact whether a key person already owns the maximum amount of
Comptel Corporation shares announced by the Board of Directors before the
distribution of the stock options. The commencement of the subscription period
for stock options 2012A and 2012B depends on the fact whether the commercial or
financial targets of Comptel Group set by the Board of Directors for the use of
the stock options have been reached. Those stock options, respect of which the
targets have not been reached, will lapse in a manner decided on by the Board
of Directors. The Board of Directors sets targets for each subcategory of stock
options separately as the stock options are distributed. 

17. 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 consolidated annual
accounts, the report of the Board of Directors and the Auditor's report, is
available on the above-mentioned website no later than 5 March 2012. The
proposals of the Board of Directors and the annual accounts documents are also
available at the meeting. 

C. Instructions for the participants in the General Meeting

1. The right to participate and registration

Each shareholder, who is registered on 14 March 2012 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 than10:00 AM (Finnish time) on 21 March 2012 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 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
Annual General Meeting by virtue of such shares, based on which he/she on the
record date of the Annual General Meeting, i.e. on 14 March 2012, would be
entitled to be registered in the shareholders' register of the Company held by
Euroclear Finland Ltd. The right to participate in the Annual 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 21 March 2012. As regards nominee
registered shares this constitutes due registration for the Annual General
Meeting. 

A holder of nominee registered shares is advised without delay to request from
his/her custodian bank necessary instructions regarding the temporary
registration in the register of shareholders of the Company, the issuing of
proxy documents and registration for the Annual General Meeting. The account
management organization of the custodian bank will register the holder of
nominee registered shares, who wants to participate in the Annual 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 General Meeting 27 February 2012, the total
number of shares and votes in Comptel Corporation is 107,054,810. 

In Helsinki, on 27 February 2012

COMPTEL CORPORATION
The Board of Directors



Distribution:
NASDAQ OMX Helsinki
Major media



Comptel's solutions and services enable telecom service providers to deliver
services flexibly and charge them effectively. Comptel's wide expertise in
service fulfilment, 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 over 600 employees worldwide, and
net sales were EUR 77 million in 2011. www.comptel.com