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2008-02-13 07:30:54 CET 2008-02-13 07:31:54 CET REGULATED INFORMATION Comptel - Company AnnouncementNOTICE OF ANNUAL GENERAL MEETINGCOMPTEL CORPORATION STOCK EXCHANGE RELEASE 13 FEBRUARY 2008 AT 8.30 AM NOTICE OF ANNUAL GENERAL MEETING Comptel Corporation shareholders are hereby invited to attend the Annual General Meeting of Shareholders to be held at the Finlandia Hall, terrace hall (entry from doors K4 and M4), Mannerheimintie 13 e, 00100 Helsinki starting at 10 AM on Wednesday, 19 March 2008. Registration of shareholders attending the meeting will commence at the venue at 9 AM. The agenda of the meeting: 1. Matters to be submitted to the Annual General Meeting pursuant to Article 9 of the Articles of Association. 2. Authorizing the Board of Directors to decide on the repurchase of the Company's own shares The Board of Directors proposes 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 on the Helsinki Stock Exchange at the time of the acquisition. 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 authorization to repurchase the Company's own shares shall be valid until 30 June 2009. 3. Authorizing the Board of Directors to decide on share issues and granting special rights entitling to shares The Board of Directors proposes 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 that the Annual General Meeting authorizes the Board of Directors 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 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 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 2009. Right to attend the Annual General Meeting Shareholders registered on Friday, 7 March 2008 in the Company's Shareholder Register maintained by the Finnish Central Securities Depository Ltd. (APK) shall have the right to attend the Annual General Meeting. Owners of shares held under the name of a nominee can be temporarily recorded in the Shareholders Register ten days prior to the date of the Annual General Meeting at the latest in order to have the right to attend the meeting. Shareholders intending to attend the Meeting shall notify the company thereof by 4 PM (Finnish time) on 7 March 2008, either in writing to Comptel Corporation, P.O. Box 1000, FI-00181 Helsinki, Finland (envelopes should be marked "Annual General Meeting"), or by telephone at +358 9 70011 793, 9 AM to 4 PM (Finnish time) Monday to Friday, or by telefax at +358 9 70011 224, or by email to yhtiokokous@comptel.com. Any proxies shall be sent to the above address together with the notification. Financial statements and dividend Copies of the company's financial statements and the Board of Directors' proposals are available for inspection by shareholders from 12 March 2008 at the Company's head office at Salmisaarenaukio 1, 00181 Helsinki (Reception). Copies of the documents will, on request, be sent to shareholders (tel. +358 9 70011 793). The Board of Directors has decided to propose to the Annual General Meeting that a dividend of EUR 0.06 per share be paid for year 2007. The dividend decided by the Annual General Meeting will be paid to shareholders registered on 26 March 2008 in the Company's Shareholder Register maintained by the Finnish Central Securities Depository. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 2 April 2008. Publication of Annual Report The annual report will be posted on the Company's web site at www.comptel.com on 7 March 2008 and it can be ordered from Comptel Corporation, P.O. Box 1000, FI-00181 Helsinki, Finland. Helsinki, 13 February 2008 COMPTEL CORPORATION Board of Directors Additional information: Samppa Seppälä, Director, IR and Corporate Communications Tel. +358 50 568 0533 DISTRIBUTION: OMX Nordic Exchange in Helsinki Major media |
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