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2008-04-01 15:45:00 CEST 2008-04-01 15:45:00 CEST REGULATED INFORMATION Teleste - Decisions of general meetingDECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTE CORPORATIONTELESTE CORPORATION STOCK EXCHANGE RELEASE 1.4.2008 AT 16:45 DECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTE CORPORATION The Annual General Meeting of Teleste Corporation held on 1 April 2008 resolved to distribute a dividend of EUR 0.24 per share for 2007 for shares other than those held by the Company in accordance with the proposal of the Board of Directors. The record date for the dividend is 4 April 2008 and the dividend will be paid on 15 April 2008. The Annual General Meeting adopted the financial statements as well as the members of the Board of Directors and the CEO were discharged from liability for the financial year 2007. The Annual General Meeting decided that the Board of Directors shall consist of six members. Mr. Tapio Hintikka was re-elected as the Chairman of the Board of Directors and Mr. Tero Laaksonen, Mr. Pertti Raatikainen, Mr. Timo Toivila and Mr. Pekka Vennamo were re-elected as members and Kai Telanne was elected as a new member of the Board of Directors. The Annual General Meeting decided that the annual remuneration to be paid to the Chairman of the Board of Directors is EUR 40.000 per year and the annual remuneration to be paid for other members of the Board of Directors is EUR 25.000. In addition a meeting fee of EUR 250 per meeting will be paid to each member of the Board of Directors. The annual remuneration will be paid so that 40 per cent of the annual remuneration will be used for purchasing the Company's shares for the members of the Board of Directors and the rest will be paid in cash. KPMG Oy Ab was elected as the auditor of Teleste Corporation. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT SHARE REPURCHASE AUTHORIZATION TO THE BOARD OF DIRECTORS The Annual General Meeting approved the Board of Directors proposal that the Board of Directors be authorized to decide on repurchasing a maximum of 1.400.000 own shares of the Company. The Company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through public trading on OMX Nordic Exchange Helsinki at the market price prevailing at the time of acquisition. The shares shall be repurchased for use as consideration in future acquisitions or other arrangements related to the Company's business, as financing for investments or as part of the Company's incentive program or to be held by the Company, to be conveyed by other means or to be cancelled. The repurchase authorization is valid until the Annual General Meeting of Shareholders for year 2009. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT SHARE ISSUE AUTHORIZATION AND AUTOHORIZATION TO GRANT SPECIAL RIGHTS TO THE BOARD OF DIRECTORS The Annual General Meeting approved the Board of Directors proposal that the Board of Directors be authorized to decide on issuing new shares and/or conveying the Company's own shares held by the Company and/or granting special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. New shares may be issued and the Company's own shares held by the Company may be conveyed to the Company's shareholders in proportion to their current shareholdings in the Company or waiving the shareholder's pre-emption right, through a directed share issue if the Company has a weighty financial reason to do so, such as using the shares as consideration in future acquisitions or other arrangements related to the Company's business, as financing for investments or using the shares as part of the Company's incentive program. New shares may be issued and the Company's own shares held by the Company may be conveyed either against payment or for free. A directed share issue may be a free share issue only if there is an especially weighty financial reason both for the Company and with regard to the interests of all shareholders in the Company. The new shares may also be issued in a free share issue to the Company itself. A maximum of 5.000.000 new shares may be issued. A maximum of 1.744.721 of the Company's own shares held by the Company may be conveyed. The number of shares to be issued to the Company itself together with the shares repurchased to the Company on basis of the repurchase authorization shall be at the maximum of 1.400.000 shares. The maximum number of shares that may be subscribed with the special rights granted by the Company is 2.000.000 shares. The authorizations are valid until the Annual General Meeting of Shareholders for year 2009. Teleste Corporation Jukka Rinnevaara CEO ADDITIONAL INFORMATION: CEO Jukka Rinnevaara, tel +358 2 2605 866 or +358 400 747 488 DISTRIBUTION: OMX Nordic Exchange Helsinki Media www.teleste.com |
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