Comptel - Notice to general meeting

Comptel Corporation: NOTICE TO THE EXTRAORDINARY GENERAL MEETING

                  NOTICE TO THE EXTRAORDINARY GENERAL MEETING

Comptel  Corporation shareholders are hereby invited to attend the Extraordinary
General  Meeting  of  Shareholders  to  be  held  at  the main office of Comptel
Corporation,   at   the  address  Salmisaarenaukio  1, 00180 Helsinki,  Finland,
starting  at 4:30 PM (Finnish  time) on Wednesday May 3(rd), 2017. The reception
of persons who have registered for the Meeting will commence at 3:30 PM (Finnish
time).



A.    Matters on the agenda of the Extraordinary 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.     Resolution on the remuneration of the members of the Board of Directors

The  largest  shareholder  of  the  Company,  Nokia  Solutions  and  Networks Oy
("Nokia"),  which  owns  approximately  91.60 %  of  the  Company's  shares, has
notified the Company that it will propose at the General Meeting that such Board
members  who are not independent of Company's significant shareholder, shall not
be paid remuneration, and remuneration of such Board members who are independent
of  significant shareholder  shall be  kept unchanged,  as decided in the Annual
General  Meeting  on  April  4(th), 2017, i.e. for the  Chairman  EUR 53,000 per
annum,  for the Vice Chairman EUR 33,000 per annum, and        other members EUR
26,000 per annum.

In addition, Nokia has notified that it will propose at the General Meeting that
such  Board members who are independent of significant shareholder shall be paid
a  meeting fee of EUR 500 / meeting, and for the possible committee meetings EUR
600 /  meeting for the Chairman  of the committee and  EUR 500 / meeting for the
members  of  the  committee,  and  that  all  Board members shall be compensated
reasonable travel expenses.

Nokia has notified that it will propose at the General Meeting that the annual
compensation would be paid in cash in its entirety.

7.      Resolution on the number of members of the Board of Directors

Nokia,  which owns approximately  91.60 % of the  Company's shares, has notified
the  Company that it will propose at the  General Meeting that the number of the
members of the Board of Directors would be resolved to be five (5).

8.      Election of members of the Board of Directors

Nokia,  which owns approximately  91.60 % of the  Company's shares, has notified
the  Company  that  it  will  propose  at  the  General  Meeting  that Mr Pertti
Ervi, Mr Kristian Pullola, Mr Hannu Vaajoensuu, Ms Maria Varsellona and Ms Nancy
Yueh  would be elected as Board members for  a term that will end at the closing
of  the next Annual  General Meeting. Nokia  has notified that  all the proposed
persons have given their consent for the election.

9.      Election of the Auditor and resolution on the remuneration

Nokia,  which owns approximately  91.60 % of the  Company's shares, has notified
the    Company    that    it    will    propose    at    the   General   Meeting
that PricewaterhouseCoopers   Oy, Authorized  Public  Accountants  organization,
would  be elected as the Auditor of the  Company for a term that will end at the
closing of the next Annual General Meeting.

Nokia,  which owns approximately  91.60 % of the  Company's shares, has notified
the  Company that  it will  propose at  the General  Meeting that  the Auditor's
remuneration would be paid as per invoice approved by the Company.

    10.          Closing of the Meeting



B.    Documents of the Extraordinary General Meeting

This  notice is available  on Comptel Corporation's  website at www.comptel.com.
The notice is also available at the Meeting.



C.    Instructions for the participants in the Extraordinary General Meeting

1.     The right to participate and registration

Each  shareholder, who is registered  on April 20(th), 2017 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 than  10:00 AM (Finnish time) on April 27(th), 2017 by
giving a prior notice of participation to the Company.

Such notice can be given:

 a. by notice at Company's website: http://www.comptel.com;
 b. by telephone at +358 20 770 6877, from 9:00 AM to 4:00 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 "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 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
General  Meeting by virtue of  such shares, based on  which he/she on the record
date  of the General Meeting, i.e. on April 20(th), 2017 would be entitled to be
registered  in  the  shareholders'  register  of  the  Company held by Euroclear
Finland  Ltd.  The  right  to  participate  in  the 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  (Finnish  time)  on April 27(th), 2017. As regards nominee
registered shares this constitutes due registration for the 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 General Meeting. The account manager of
the  custodian bank has to register the holder of nominee registered shares, who
wants  to participate in the General Meeting, temporarily 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 Finnish  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  the  date  of  this  notice  to  the  Extraordinary  General  Meeting, April
11(th), 2017, the  total number  of shares  and votes  in Comptel Corporation is
109,457,246.



Helsinki, April 11(th), 2017



                              Comptel Corporation

                             The Board of Directors






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