2017-04-04 17:46:05 CEST

2017-04-04 17:46:05 CEST


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Comptel - Decisions of general meeting

Comptel Corporation: Resolutions of Comptel Corporation's Annual General Meeting


Resolutions of Comptel Corporation's Annual General Meeting

Comptel Corporation         Stock Exchange Release 4 April 2017 at 6:45 PM


Comptel Corporation's Annual General Meeting (AGM) held on 4 April 2017 adopted
the financial statements for 2016 and discharged the members of the Board of
Directors and CEO from liability for the financial year 2016.

The Board of Directors proposes to the Annual General Meeting that no dividend
be paid for the financial period ended on 31 December 2016.

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.

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

The AGM resolved that Ernst & Young Oy be re-elected as the auditor of the
Company for the fiscal year 2017. 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 2018. The authorisation will
cancel the corresponding authorisation decided in the Annual General Meeting of
6 April 2016.


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/or
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 also entitles 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 Board of Directors shall decide on other terms and conditions related
to the authorizations.

The authorisations shall be valid until 30 June 2018, 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 6 April 2016.


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 did not establish any committees.



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



About Comptel Corporation
Life is digital moments. Comptel perfects these by transforming how you
serve, meet and respond to the needs of "Generation Cloud" customers.
Our solutions allow you to innovate rich communications services
instantly, master the orchestration of service and order flows, capture data-in-
motion and refine your decision-making. We apply intelligence to reduce friction
in your business.
Comptel has enabled the delivery of digital and communications services to
more than 2 billion people. Every day, we care for more than 20% of all mobile
usage data. Nearly 300 service providers across 90 countries have trusted us
to perfect customers' digital moments.
For more information, visit www.comptel.com.


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