Popular placesComptel Corporation Stock Exchange Release, February 9, 2006 at 10.45 AM
NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS OF THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING
Comptel Corporation shareholders are hereby invited to attend the Annual General Meeting of Shareholders to be held at the Finlandia Hall, hall A (entry from doors M1 and K1), Mannerheimintie 13 e, 00100 Helsinki starting at 1pm on Monday, 13 March 2006. Registration of shareholders attending the meeting will commence at the venue at 12.00 AM.
The agenda of the meeting
1. Matters to be submitted to the Annual General Meeting pursuant to Article 11 of the Articles of Association.
2. Proposal by the Board of Directors to authorise the Board of Directors to resolve to increase the share capital
The Board of Directors is to propose to the Annual General Meeting that the Board of Directors be granted an 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 2007, and for a maximum of one (1) year from the decision of the Annual General Meeting.
The Board of Directors is to propose that the authorisation entitles it 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. Proposal by the Board of Directors to authorise the Board of Directors to resolve to repurchase Comptel shares
The Board of Directors is to propose to the Annual General Meeting that the Board of Directors be granted an authorisation to repurchase a maximum of 10,700,000 of the company’s own shares as follows:
The own shares are to be repurchased in the manner and to the extent decided by the Board of Directors in order to improve the company’s capital structure, to be used as consideration in any corporate acquisition or other arrangements, or for the purposes of any relevant personnel incentive schemes of the company or its subsidiaries, or to be cancelled or disposed of in other ways. The proposed maximum amount of 10,700,000 shares corresponds to ten (10) per cent of the total number of Comptel Corporation shares (107,054,810). The company or its subsidiaries do not currently own any of the company’s own shares. The maximum number of shares to be repurchased pursuant to this authorisation is ten (10) per cent of the company’s total shares and votes. The shares are to be repurchased using the funds available for the distribution of profit and reduces the company’s non-restricted equity. The shares will be repurchased 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.
Since the shares will be repurchased through public trading on the Helsinki Exchanges without knowledge of the parties who will sell the shares, the impact of repurchase of the company’s own shares on the distribution of shares and votes of other shareholders in the company may not be determined in advance.
The authorisation is valid until the Annual General Meeting in 2007, and for a maximum of one (1) year from the decision of the Annual General Meeting.
4. Proposal by the Board of Directors to authorise the Board of Directors to resolve to dispose of Comptel shares held by the company
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on dispose of the company’s own shares subject to the following conditions:
The authorisation is valid for a maximum of 10,700,000 shares. The Board of Directors is authorised to decide to whom and in which order the shares are disposed of. The Board of Directors may decide on the dispose of shares repurchased 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 disposed of as consideration if the company acquires assets forming part of its business as well as consideration in any corporate acquisitions or other arrangements in the manner and to the extent decided by the Board of Directors. The shares may also be disposed of for the purposes of company’s and its subsidiaries’ staff incentive and bonus schemes. The authority includes the right to dispose of the shares so as to benefit the CEO and deputy CEO of the company, who belong to the company’s inner circle, but only as part of company’s and its subsidiaries’ staff incentive and bonus schemes. The Board of Directors is entitled to decide to sell the shares in public trading on the Helsinki Exchanges to acquire funds for the company to finance any investment, corporate acquisitions, other arrangements or company’s and its subsidiaries’ staff incentive and bonus schemes.
The shares are to be disposed at a value decided by the Board of Directors. The Board of Directors may decide to dispose of the shares for consideration other than cash. In case of sale of shares through public trading on the Helsinki Exchanges, the price of the shares will be 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 2007, and for a maximum of one (1) year from the decision of the Annual General Meeting.
5. Proposal by the Board of Directors to the Annual General Meeting concerning the issue of stock options
The Board of Directors proposes that stock options be issued by the General Meeting of Shareholders to the key personnel of Comptel Group, as well as to a wholly owned subsidiary of Comptel Corporation, on the terms and conditions attached hereto.
The stock options shall, in deviation from the shareholders’ pre-emptive subscription rights, be offered to the key personnel of Comptel Group, as well as to a wholly owned subsidiary of the company. It is proposed that the shareholders’ pre-emptive subscription rights be deviated from since the stock options are intended to form a part of the incentive and commitment program for the key personnel. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key personnel to the company.
The maximum total number of stock options issued shall be 4,200,000. Of the stock options, 1,400,000 shall be marked with the symbol 2006A, 1,400,000 shall be marked with the symbol 2006B and 1,400,000 shall be marked with the symbol 2006C. The stock options shall be gratuitously distributed, by the resolution of the Board of Directors, to the key personnel employed by or to be recruited by the Comptel Group. Upon issue, those stock options that are not distributed to the key personnel shall be granted to Comptel Communications Oy, a wholly owned subsidiary of Comptel Corporation.
The share subscription price for stock option 2006A shall be the trade volume weighted average quotation of the Comptel Corporation share on the Helsinki Stock Exchange during 1 April – 30 April 2006, for stock option 2006B the trade volume weighted average quotation of the Comptel Corporation share on the Helsinki Stock Exchange during 1 April – 30 April 2007 and for stock option 2006C the trade volume weighted average quotation of the Comptel Corporation share on the Helsinki Stock Exchange during 1 April – 30 April 2008. From the share subscription price of stock options shall, as per the dividend record date, be deducted the amount of the dividend decided after the beginning of the period for determination of the subscription price but before share subscription.
The share subscription period shall be: for stock options 2006A, 1 November 2008 – 30 November 2010, for stock options 2006B, 1 November 2009 – 30 November 2011 and for stock options 2006C, 1 November 2010 – 30 November 2012.
As a result of the subscriptions with the 2006 stock options, the share capital of Comptel Corporation may be increased by a maximum total of EUR 84,000 and the number of shares by a maximum total of 4,200,000 new shares.
Some of the people entitled to the stock options belong to the inner circle of the company. The maximum total share ownership of these people does not exceed 0,03% of the company’s shares and voting rights of the shares at the moment.
The stock options now issued can be exchanged for shares constituting a maximum total of 3.8 % of the company’s shares and voting rights after the potential share capital increase.
6. Proposal by the Board of Directors to decrease the share premium fund
The Board of Directors proposes to the Annual General Meeting a decrease of the share premium fund by transferring the amount of 7.367.898,92 euros from the share premium fund to an fund governed by the General Meeting, and thus to unrestricted shareholders’ equity. The amount of restricted shareholders’ equity after the decrease will be 2.141.096,20 euros and the total amount of the unrestricted shareholders’ equity 37.379.309,29 euros. The decrease will not have an effect to the total amount of the shareholders’ equity. There will be no redemption or cancellation of shares in connection with the decrease. The purpose of the decrease is to increase the amount of distributable funds of the company. In accordance with the Article 6:5 of the Companies Act, the decision of the Annual General Meeting is subject to the approval by the National Board of Patents and Registration of Finland.
7. Compensation and composition of the Board of Directors
The shareholders representing approximately 38,2 % of the shares and number of votes, have notified the company that they will propose to the Annual General Meeting that the members of the Board of Directors will be compensated as follows:
• chairman EUR 48.000 per annum;
• vice chairman EUR 30.000 per annum;
• other members EUR 24.000 per annum;
• for the board meetings EUR 400 / meeting; and
• for the committee meetings EUR 500 / meeting for the chairman and EUR 400 / meeting for the members of the committee.
Out of the annual compensation to be paid to the Board members, 40 per cent of total gross compensation amount will be used to purchase Comptel’s shares in public trading through Helsinki Stock Exchange. The purchase of shares will take place as soon as possible after the Annual General Meeting.
The above mentioned shareholders have also notified the company that they will propose to the Annual General Meeting that the present members Olli Riikkala (Senior Advisor, GE Healthcare), Hannu Vaajoensuu (Full-time Chairman, BasWare Corporation), Timo Kotilainen (Managing Director, Nixu Oy), Matti Mustaniemi (MBA (Finance)), and Ilkka Toivola (Vice President, Nokia Networks), be re-elected as members of the Board of Directors, and Juhani Lassila (Managing Director, Agros Oy) be elected as a new member of the Board of Directors.
The proposed board members have given their consent thereto.
8. Eligibility to attend the Annual General Meeting
Shareholders registered on Friday, 3 March 2006 in the company’s share register kept by the Finnish Central Securities Depository (APK) are eligible to attend the Annual General Meeting.
Shareholders intending to attend the Meeting shall notify the company thereof by 4 PM (Finnish time) on Tuesday, 7 March 2006, either in writing to Comptel Corporation, Lapinrinne 3, FI-00100 Helsinki, Finland (envelopes should be marked "Annual General Meeting"), or by telephone at +358 9 70011 793, 9 AM to 4 PM (Finnish time) Monday to Friday, or by telefacsimile at +358 9 70011 224, or by email to yhtiokokous@comptel.com. Any proxies shall be sent to the above address together with the notification.
9. Financial statements and dividend
Copies of the company’s financial statements and the Board of Directors’ proposals together with the documents required by the Finnish Companies Act are available for inspection by shareholders from 6 March 2005 at the company’s head office at Lapinrinne 3, 00100 Helsinki (Reception). Copies of the documents will, on request, be sent to shareholders, tel. +358 9 70011 793.
The Board of Directors has decided to propose to the Annual General Meeting that a dividend of EUR 0,04 per share be paid for 2005. The dividend decided by the Annual General Meeting will be paid to shareholders registered on 16 March 2006 in the company’s register for shareholders kept by the Finnish Central Securities Depository. The Board of Directors is to propose to the Annual General Meeting that the dividend be paid on 23 March 2006.
10. Publication of Annual Report
The annual report will be posted on the company’s web site at www.comptel.com on 13 March 2006 and it can be ordered from Comptel Corporation, Lapinrinne 3, FI-00100 Helsinki, Finland.
Helsinki, 8 February 2006
COMPTEL CORPORATION
Board of Directors
ENCLS Terms and Conditions of the Stock Options 2006
Additional information:
Comptel Corporation
Pellervo Hämäläinen, Senior Vice President, Corporate Communications and IR
Tel. +358 9 700 11787
Distribution:
Helsinki Exchanges
Major media
COMPTEL CORPORATION STOCK OPTIONS 2006
The Board of Directors of Comptel Corporation (Board of Directors) has in its meeting on 8 February 2006 resolved to propose to the Annual General Meeting of Shareholders of Comptel Corporation (Comptel or Company) to be held on 13 March 2006 that stock options be issued to the key personnel of Comptel and its subsidiaries (Comptel Group) and to a wholly owned subsidiary of Comptel on the following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The maximum total number of stock options issued shall be 4,200,000, and they entitle their owners to subscribe for a maximum total of 4,200,000 shares in Comptel.
2. Stock Options
Of the stock options, 1,400,000 shall be marked with the symbol 2006A, 1,400,000 shall be marked with the symbol 2006B and 1,400,000 shall be marked with the symbol 2006C.
The people to whom stock options are issued, shall be notified in writing by the Company about the offer of stock options. The stock options shall be delivered to the recipient when he or she has accepted the offer of the Company. Stock option certificates shall, upon request, be delivered to the stock option owner at the start of the relevant share subscription period, unless the stock options have been transferred to the book-entry securities system.
3. Right to Stock Options
The stock options shall, in deviation from the shareholders’ pre-emptive subscription rights, be gratuitously issued to the key personnel of the Comptel Group and to Comptel Communications Oy (Subsidiary), a wholly owned subsidiary of Comptel. The shareholders’ pre-emptive subscription rights are proposed to be deviated from since the stock options are intended to form part of the Group’s incentive and commitment program for the key personnel. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key personnel to the company.
4. Distribution of Stock Options
The Board of Directors shall decide upon the distribution of the stock options. The Subsidiary shall be granted stock options to the extent that the stock options are not distributed to the key personnel of the Comptel Group.
The Board of Directors of Comptel shall later decide upon the further distribution of the stock options granted or returned later to the Subsidiary, to the key personnel employed by or to be recruited by the Comptel Group.
Upon issue, all stock options 2006B and 2006C and those stock options 2006A that are not distributed to the key personnel, shall be granted to the Subsidiary. The Subsidiary can distribute stock options 2006 to the key personnel employed by or to be recruited by the Comptel Group by the resolution of the Board of Directors of Comptel.
5. Transfer of Stock Options and Obligation to offer Stock Options
The stock options are freely transferable, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer of a stock option also before such date. The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock option owner has the right to acquire possession of the stock options when the relevant share subscription period begins. Should the stock option owner transfer his/her stock options, such person is obliged to inform the Company about the transfer in writing, without delay.
Should a stock option owner cease to be employed by or in the service of the Comptel Group, for any reason than the death of a stock option owner, or the statutory retirement of a stock option owner, such person shall, without delay, offer to the Company or its order, free of charge, the stock options for which the share subscription period specified in Section II.2 has not begun, on the last day of such person’s employment or service. The Board of Directors can, however, in the above-mentioned cases, decide that the stock option owner is entitled to keep such stock options, or a part of them, which are under the offering obligation.
Regardless of whether the stock option owner has offered his/her stock options to the Company or not, the Company is entitled to inform the stock option owner in writing that the stock option owner has lost his/her stock options on the basis of the above-mentioned reasons. Should the stock options be transferred to the book-entry securities system, the Company has the right, whether or not the stock options have been offered to the Company, to request and get transferred all the stock options under the offering obligation from the stock option owner’s book-entry account to the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company is entitled to register transfer restrictions and other respective restrictions concerning the stock options to the stock option owner’s book-entry account, without the consent of the stock option owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for new Shares
Each stock option entitles its owner to subscribe for one (1) share in Comptel. The book equivalent value of each share is EUR 0.02. As a result of the share subscriptions, the share capital of Comptel may be increased by a maximum of EUR 84,000 and the number of shares by a maximum of 4,200,000 new shares.
The Subsidiary shall not be entitled to subscribe for shares in Comptel on the basis of the stock options.
2. Share Subscription and Payment
The share subscription period shall be
- for stock option 2006A 1 November 2008 – 30 November 2010,
- for stock option 2006B 1 November 2009 – 30 November 2011, and
- for stock option 2006C 1 November 2010 – 30 November 2012.
Share subscriptions shall take place at the head office of Comptel or possibly at another location to be determined later. The subscriber shall transfer the respective stock option certificates with which he/she subscribes for shares, or, in the case of the stock options having been transferred to the book-entry securities system, the stock options with which shares have been subscribed for shall be deleted from the subscriber’s book-entry account. Upon subscription, payment for the shares subscribed for, shall be made to the bank account appointed by the Company. The Board of Directors shall decide on all measures concerning the share subscription.
3. Share Subscription Price
The share subscription price shall be:
- for stock option 2006A, the trade volume weighted average quotation of the Comptel share on the Helsinki Stock Exchange during 1 April – 30 April 2006,
- for stock option 2006B, the trade volume weighted average quotation of the Comptel share on the Helsinki Stock Exchange during 1 April – 30 April 2007, and
- for stock option 2006C, the trade volume weighted average quotation of the Comptel share on the Helsinki Stock Exchange during 1 April – 30 April 2008.
From the share subscription price of the stock options shall, as per the dividend record date, be deducted the amount of the dividend decided after the beginning of the period for determination of the share subscription price but before share subscription. The share subscription price shall, nevertheless, always amount to at least the book equivalent value of the share.
4. Registration of Shares
Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.
5. Shareholder Rights
The dividend rights of the shares and other shareholder rights shall commence when the increase of the share capital has been entered into the Trade Register.
6. Share Issues, Convertible Bonds and Stock Options before Share Subscription
Should the Company, before the share subscription, increase its share capital through an issue of new shares, or an issue of new convertible bonds or stock options, a stock option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription price or both of these.
Should the Company, before the share subscription, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of the stock options remains unchanged. If the number of shares that can be subscribed for by virtue of one stock option is a fraction, the fractional part shall be taken into account by reducing the share subscription price.
7. Rights in Certain Cases
If the Company reduces its share capital before the share subscription, the subscription right accorded by the terms and conditions of the stock options shall be adjusted accordingly, as specified in the resolution to reduce the share capital.
If the Company is placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his/her subscription right before the liquidation begins, within a period of time determined by the Board of Directors.
If the Company resolves to merge in another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the stock option owners shall, before the merger or division, be given the right to subscribe for the shares with their stock options, within a period of time determined by the Board of Directors. After such date no subscription right shall exist. In the above situations the stock option owners have no right to require that the Company redeems the stock options from them for market value.
If the Company, after the beginning of the share subscription period, resolves to acquire its own shares by an offer made to all shareholders, the stock option owners shall be made an equivalent offer. In other cases, acquisition of the Company’s own shares shall not require the Company to take any action in relation to the stock options.
If a redemption right and obligation to all of the Company’s shares, as referred to in Chapter 14 Section 19 of the Finnish Companies Act, arises to any of the shareholders, before the end of the share subscription period, on the basis that a shareholder possesses over 90% of the shares and the votes of the shares of the Company, or if a situation, as referred to in Chapter 6 Section 6 of the Finnish Securities Market Act, arises to any of the shareholders, the stock option owners shall be entitled to use their right of subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or they shall be entitled to have an equal right to that of shareholders to sell their stock options to the redeemer, irrespective of the transfer restriction defined in Section I.5 above. A shareholder who possesses over 90% of the shares and votes of the shares of the Company has the right to purchase the stock option owner’s stock options at their market value.
If the number of the Company’s shares is changed, while the share capital remains unchanged, the share subscription terms and conditions shall be amended so that the relative proportion of shares available for subscription with the stock options to the total number of the Company’s shares, as well as the share subscription price total, remain the same.
Converting the Company from a public company into a private company shall not affect the terms and conditions of the stock options.
III OTHER MATTERS
The laws of Finland shall be applied to these terms and conditions. Disputes arising in relation to the stock options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.
The Board of Directors may decide on the transfer of the stock options to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions, including those amendments and specifications to the terms and conditions which are not considered essential. Other matters related to the stock options shall be decided on by the Board of Directors. The stock option documentation shall be kept available for inspection at the head office of Comptel.
The Company shall be entitled to withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, free of charge, if the stock option owner acts against these terms and conditions, or against the regulations given by the Company on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities.
These terms and conditions have been made in Finnish and in English. In the case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions shall decide.
