Comptel Corporation shareholders are hereby invited to attend the Annual General Meeting of Shareholders to be held at Scandic Marina Congress Center, meeting room Fennia I, at the address Katajanokanlaituri 6, 00160 Helsinki, starting at 5 PM on Tuesday April 4 th , 2017. The reception of persons who have registered for the Meeting will commence at 4 PM.
A. Matters on the agenda of the Annual 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. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the Auditor’s report for the year 2016
Review by the CEO
7. Adoption of the annual accounts and the consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend, authorizing the Board of Directors to decide on payment of dividend
The Board of Directors proposes to the Annual General Meeting that no dividend be paid for the financial period ended on December 31st, 2016.
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorizes the Board of Directors to decide on a dividend payment of up to a maximum of EUR 0.04 per share in one tranche for the financial period ended on December 31st, 2016 conditional upon the Transaction Agreement entered into on 8 February 2017 by and between Nokia Corporation and Comptel having been terminated for any reason other than consummation of said tender offer, meaning that the authorization can be used only provided that tender offer announced by Nokia Corporation on 9 February 2017 for all of the issued and outstanding shares and option rights in Comptel Corporation is not completed.
The authorization to decide on payment of dividend shall be valid until 31 st , December 2017. Based on this authorization, the Board of Directors is entitled to decide on the dividend record date, dividend payment date and other matters required by the matter. When deciding on the possible payment of dividend, the Board of Directors shall assess the company's liquidity and financial position as required by the Companies Act.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The shareholders representing approximately 39,86% of the shares and votes in the Company have notified the Company that they will propose to the Annual General Meeting that the compensation for the members of the Board of Directors will be kept unchanged and paid as follows:
· Chairman EUR 53,000 per annum;
· Vice Chairman EUR 33,000 per annum;
· other members EUR 26,000 per annum;
· for the Board meetings EUR 500 / meeting; and
· for the possible committee meetings EUR 600 / meeting for the Chairman and EUR 500 / meeting for the members of the committee.
It is also proposed that reasonable travel expenses incurred by the Board members are compensated.
The annual compensation will be paid in cash in its entirety.
11. Resolution on the number of members of the Board of Directors
The shareholders representing approximately 39,86% of the shares and votes in the Company have notified the Company that they will propose to the Annual General Meeting that the number of the members of the Board of Directors would be five (5).
12. Election of members of the Board of Directors
The shareholders representing approximately 39,86% of the shares and votes in the Company have notified the Company that they will propose to the Annual General Meeting that the current Board members Mr Pertti Ervi, Mr Hannu Vaajoensuu, Ms Eriikka Söderström, Mr Antti Vasara and Mr Thomas Berlemann be re-elected as members of the Board of Directors.
13. Election of the Auditor and resolution on the remuneration
The Board of Directors proposes based on the recommendation of the Board’s Audit Committee to the Annual General Meeting that Ernst & Young Oy, Authorized Public Accountants organization, be re-elected as the Auditor of the Company.
It is further proposed that the Auditor’s remuneration be paid as invoiced and approved by the Company.
14. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes to the Annual General Meeting 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 at trading on regulated market organized by Nasdaq Helsinki Ltd at the time of the acquisition. The shares will be purchased and paid according to the rules of Nasdaq 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 authorization to repurchase the Company’s own shares shall be valid until June 30 th , 2018. The authorization will cancel the corresponding authorization decided in the Annual General Meeting of April 6 th , 2016.
15. Authorizing the Board of Directors to decide on share issues and on granting of stock options and other special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorizes the Board of Directors 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 proposes to the Annual General Meeting that the Annual General Meeting authorizes the Board of Directors to grant stock 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 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 Board of Directors shall decide on other terms and conditions related to the authorizations. The authorizations shall be valid until June 30 th , 2018, apart from the authorization 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 authorization will cancel the corresponding authorization decided in the Annual General Meeting of April 6 th , 2016.
16. Closing of the Meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors as well as this notice are available on Comptel Corporation’s website at www.comptel.com. The annual report of Comptel Corporation, including the Company’s annual accounts, the consolidated annual accounts, the report of the Board of Directors and the Auditor’s report, is available on the above-mentioned website no later than March 14 th , 2017. The proposals of the Board of Directors and the annual accounts documents are also available at the Meeting.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on March 23 rd , 2017 in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in the Annual 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 Annual General Meeting, shall register for the Meeting no later than 10:00 AM (Finnish time) on March 30 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 “Annual 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 Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on March 23 rd , 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 Annual 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 March 30 th , 2017. As regards nominee registered shares this constitutes due registration for the Annual 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 Annual General Meeting. The account manager of the custodian bank has to register the holder of nominee registered shares, who wants to participate in the Annual 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 Annual 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 Annual 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 Annual 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 Annual 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 Annual General Meeting, February 16 th , 2017, the total number of shares and votes in Comptel Corporation is 109,271,496.
Helsinki, February 16 th , 2017
Comptel Corporation
The Board of Directors
