Comptel - Decisions of general meeting

Resolutions of Comptel Corporation’s Annual General Meeting

Comptel Corporation             Stock Exchange Release, 20 March 2013 at 5 pm

Comptel Corporation's Annual General Meeting (AGM) held on 20 March 2013
adopted the financial statements for 2012 and discharged the members of the
Board of Directors and CEO from liability for the financial year 2012. 

The AGM resolved that no dividend be paid for the fiscal year 2012.

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,
moderate travelling costs are compensated and a meeting fee of EUR 500 per
meeting is paid. Concerning possible committee meetings, EUR 600 per meeting
for the chairman and EUR 500 per meeting for the members of a committee will be
paid. 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 purchased and/or
disposed as soon as possible after the AGM. 

The AGM resolved the number of Board members to be five. Mr Pertti Ervi, Ms
Eriikka Söderström, Mr Hannu Vaajoensuu, Mr Petteri Walldén and Mr Antti Vasara
were re-elected as members of the Board of Directors. 

The AGM resolved that Ernst & Young Oy, with Heikki Ilkka, APA, as the Auditor
with principal responsibility be re-elected as the auditor of the Company for
the fiscal year 2013. Further, it was resolved that the Auditor's remuneration
be paid as invoiced and 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 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 authorisation to repurchase the
Company's own shares shall be valid until 30 June 2014. The authorisation will
cancel the corresponding authorisation decided in the Annual General Meeting of
26 March 2012. 

Decide on share issues

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

The Board of Directors was authorised 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 was authorised to grant share
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 authorisation 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 authorisation 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 authorisations shall be valid until 30 June 2014, apart from the
authorisation 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. The authorisation will cancel the corresponding
authorisation decided in the Annual General Meeting of 26 March 2012. 

First Meeting of the Board of Directors

In its meeting held after the Annual General Meeting, the Board of Directors
elected Mr Pertti Ervi as chairman and Mr Hannu Vaajoensuu as vice chairman.
The Board of Directors decided not to set up committees because it was
considered to be more effective to work without committees, taking into account
the size of the company and the clear structure of the Board as well as the
number of Board members. 

COMPTEL CORPORATION

Juhani Hintikka
President and CEO



For further information, please contact:

Juhani Hintikka, President and CEO, tel. +358 9 700 1131


Distribution:

NASDAQ OMX Helsinki
Major media

www.comptel.com



Since 1986, Comptel has helped more than 290 service providers across 86
countries meet over one billion subscribers' communications and infotainment
needs. Comptel's solutions are built on an event - analysis - action strategic
framework that leverages the company's strengths in event data processing and
advanced predictive analytics to enable real-time action. Comptel's service
fulfillment, mediation, charging and policy control, and predictive social
analytics products with implementation and professional services enable service
providers to enhance customer engagement and, in turn, create revenue, reduce
costs and lessen churn. Comptel has a global team of 679 professionals, and net
sales were EUR 82 million in 2012. For more information, visit www.comptel.com