DECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTE CORPORATION
TELESTE CORPORATION STOCK EXCHANGE RELEASE 1.4.2008 AT 16:45
DECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTE CORPORATION
The Annual General Meeting of Teleste Corporation held on 1 April 2008 resolved
to distribute a dividend of EUR 0.24 per share for 2007 for shares other than
those held by the Company in accordance with the proposal of the Board of
Directors. The record date for the dividend is 4 April 2008 and the dividend
will be paid on 15 April 2008. The Annual General Meeting adopted the financial
statements as well as the members of the Board of Directors and the CEO were
discharged from liability for the financial year 2007.
The Annual General Meeting decided that the Board of Directors shall consist of
six members. Mr. Tapio Hintikka was re-elected as the Chairman of the Board of
Directors and Mr. Tero Laaksonen, Mr. Pertti Raatikainen, Mr. Timo Toivila and
Mr. Pekka Vennamo were re-elected as members and Kai Telanne was elected as a
new member of the Board of Directors.
The Annual General Meeting decided that the annual remuneration to be paid to
the Chairman of the Board of Directors is EUR 40.000 per year and the annual
remuneration to be paid for other members of the Board of Directors is EUR
25.000. In addition a meeting fee of EUR 250 per meeting will be paid to each
member of the Board of Directors. The annual remuneration will be paid so that
40 per cent of the annual remuneration will be used for purchasing the Company's
shares for the members of the Board of Directors and the rest will be paid in
cash.
KPMG Oy Ab was elected as the auditor of Teleste Corporation.
PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT SHARE REPURCHASE AUTHORIZATION TO
THE BOARD OF DIRECTORS
The Annual General Meeting approved the Board of Directors proposal that the
Board of Directors be authorized to decide on repurchasing a maximum of
1.400.000 own shares of the Company.
The Company's own shares shall be repurchased otherwise than in proportion to
the holdings of the shareholders by using the non-restricted equity through
public trading on OMX Nordic Exchange Helsinki at the market price prevailing at
the time of acquisition.
The shares shall be repurchased for use as consideration in future acquisitions
or other arrangements related to the Company's business, as financing for
investments or as part of the Company's incentive program or to be held by the
Company, to be conveyed by other means or to be cancelled.
The repurchase authorization is valid until the Annual General Meeting of
Shareholders for year 2009.
PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT SHARE ISSUE AUTHORIZATION AND
AUTOHORIZATION TO GRANT SPECIAL RIGHTS TO THE BOARD OF DIRECTORS
The Annual General Meeting approved the Board of Directors proposal that the
Board of Directors be authorized to decide on issuing new shares and/or
conveying the Company's own shares held by the Company and/or granting special
rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability
Companies Act.
New shares may be issued and the Company's own shares held by the Company may be
conveyed to the Company's shareholders in proportion to their current
shareholdings in the Company or waiving the shareholder's pre-emption right,
through a directed share issue if the Company has a weighty financial reason to
do so, such as using the shares as consideration in future acquisitions or other
arrangements related to the Company's business, as financing for investments or
using the shares as part of the Company's incentive program.
New shares may be issued and the Company's own shares held by the Company may be
conveyed either against payment or for free. A directed share issue may be a
free share issue only if there is an especially weighty financial reason both
for the Company and with regard to the interests of all shareholders in the
Company.
The new shares may also be issued in a free share issue to the Company itself.
A maximum of 5.000.000 new shares may be issued. A maximum of 1.744.721 of the
Company's own shares held by the Company may be conveyed. The number of shares
to be issued to the Company itself together with the shares repurchased to the
Company on basis of the repurchase authorization shall be at the maximum of
1.400.000 shares.
The maximum number of shares that may be subscribed with the special rights
granted by the Company is 2.000.000 shares.
The authorizations are valid until the Annual General Meeting of Shareholders
for year 2009.
Teleste Corporation
Jukka Rinnevaara
CEO
ADDITIONAL INFORMATION:
CEO Jukka Rinnevaara, tel +358 2 2605 866 or +358 400 747 488
DISTRIBUTION:
OMX Nordic Exchange Helsinki
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www.teleste.com