Popular placesCOMPTEL CORPORATION STOCK EXCHANGE RELEASE 24 MARCH 2004 AT 3 P.M.
RESOLUTIONS PASSED BY COMPTEL CORPORATION'S ANNUAL GENERAL MEETING
Meeting on 24 March 2004, Comptel Corporation's Annual General Meeting passed the following resolutions:
1. The Annual General Meeting adopted the accounts and discharged members of the Board of Directors and the President and CEO from liability for the financial year ending 31 December 2003. The Annual General Meeting approved the Board of Directors' proposal for the distribution of profit, thereby declaring a total dividend of EUR 5,352,740.25 or EUR 0.05 per share for 2003. The record date for payment of dividend is 29 March 2004 and dividend will be paid beginning on 5 April 2004.
The Annual General Meeting re-appointed Markku Alava, Erik Anderson, Ann-Maj Majuri-Ahonen, Tuija Soanjärvi and Jukka Veteläsuo to Comptel Corporation's Board of Directors. The Annual General Meeting appointed authorised public accountants KPMG Wider Oy Ab as the company's auditors, with Pekka Pajamo APA as the principal auditor.
2. The Annual General Meeting decided to revoke the authorisation granted to the Board of Directors a authorisation to decide, whether to increase the share capital through one or more new issues, one or more convertible bond loans and/or issue of warrants so that in a new issue or when issuing convertible bonds or warrants, a maximum aggregate of 21,400,000 of the company's shares can be issued for subscription and the company's share capital can be increased by a maximum of EUR 428,000 in total. The authorisation is valid until the Annual General Meeting in 2005, and for a maximum of one (1) year from the decision of the Annual General Meeting.
The Annual General Meeting simultaneously resolved that the authorisation entitles the Board of Directors to disapply the pre-emption rights of existing shareholders to subscribe for new shares, convertible bonds and/or warrants and to decide the determination principles for the issue prices and the issue prices, the terms and conditions for subscribing for new shares and the terms of the convertible bond and warrants. The pre-emption rights of shareholders may be disapplied by means of this authorisation if there exists an important financial reason for doing so such as financing, implementing or enabling corporate acquisitions or joint operations, strengthening or developing the company's financial or capital structure or carrying out other arrangements related to development of the company's activities. The Board of Directors is entitled to decide those entitled to subscribe but such decision may not be made for the benefit of members of the company's inner circle. The Board of Directors is entitled to decide that the shares to be issued in a new issue, convertible bond or warrant can be subscribed for in kind or otherwise on certain conditions or by using the right of set-off.
3. The Annual General Meeting decided to revoke the authorisation to purchase the company's own shares granted to the Board of Directors an authorisation to purchase a maximum of 5,350,000 of the company's own shares as follows:
The own shares are to be purchased to improve the company's capital structure, to be cancelled or used in accordance with any relevant personnel incentive scheme or as consideration in any corporate acquisition or other arrangements. The proposed maximum amount of 5,350,000 shares corresponds to five (5) per cent of the total number of Comptel Corporation shares (107,054,805). The company does not currently own any of its own shares. The maximum number of shares to be purchased pursuant to this authorisation is five (5) per cent of the company's total shares and votes. The shares are to be purchased using the funds available for the distribution of profit and reduce the company's non-restricted equity. The shares will be purchased in accordance with the Board of Directors' decision through public trading on the Helsinki Exchanges at the market price prevailing at the time the shares are traded. Payment for any shares acquired will take place within the payment deadline specified in the rules of the Helsinki Exchanges and the regulations of the Finnish Central Securities Depository. The authorisation is valid until the Annual General Meeting in 2005, and for a maximum of one (1) year from the decision of the Annual General Meeting. Since the company does not currently own any of its own shares and the maximum number of shares that may be purchased pursuant to this authorisation is less than five (5) per cent of the company's shares and votes, purchase of the company's own shares will have no material impact on the distribution of shares and votes of other shareholders in the company. Elisa Corporation (58.1 %) and State Pension Fund (1.1 %) belonging to the inner circle of the company owned a total of around 59.2 % of Comptel shares and votes as at 1 January 2004 and the other members of the company's inner circle around 0.093 %. If none of these shareholders and persons disposes of his or her shares whilst the authorisation is valid and the company repurchases the maximum number of shares, 5,350,000, permissible under the authorisation, the corresponding amount of votes after the company has repurchased its own shares will be around 62.4 % and 0.098 % of the company's share capital and total votes.
4. The Annual General Meeting resolved to authorise the Board of Directors to decide on transfer of the company's own shares subject to the following conditions:
The authorisation is valid for a maximum of 5,350,000 shares. The Board of Directors is authorised to decide to whom and in which order the shares are transferred. The Board of Directors may decide on the transfer of shares purchased by the company in a ratio other than that in which a shareholder has a pre-emption right to acquire the company's own shares. The shares may be transferred as consideration if the company acquires assets forming part of its business as well as consideration in any corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board of Directors is also entitled to decide to sell the shares in public trading on the Helsinki Exchanges to acquire funds for the company to finance any investment or corporate acquisitions. The shares may also be transferred as part of a staff incentive and bonus scheme. The authority does not include the right to transfer the shares so as to benefit any member of the company's inner circle. The shares are to be transferred at a value equivalent to at least their market value on assignment as determined in public trading of the shares on the Helsinki Exchanges. The authorisation is valid until the Annual General Meeting in 2005, and for a maximum of one (1) year from the decision of the Annual General Meeting.
Meeting of Comptel Corporation's Board of Directors
In its meeting held after the Annual General Meeting, the Board of Directors re-elected Tuija Soanjärvi (Executive Vice President, Corporate Finance of Elisa Corporation) as chairman and Erik Anderson (LL.M) as vice chairman. Also Markku Alava (MA), Ann-Maj Majuri-Ahonen (MSc) and Jukka Veteläsuo (Elisa Networks Oy, Managing Director) continue as members of the Board of Directors.
COMPTEL CORPORATION
Tero Laaksonen
President and CEO
For further information please contact
Comptel Corporation
Tero Laaksonen, President and CEO, tel. +358 9 700 1131
Distribution:
Helsinki Exchanges
Major Media
