TELESTE CORPORATION: NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TELESTE CORPORATION STOCK EXCHANGE RELEASE 4.3.2008 AT 11.00
TELESTE CORPORATION: NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of Teleste Corporation are hereby invited to the Annual General
Meeting of Shareholders to be held on Tuesday, 1 April 2008, at 3 pm., in
Finlandia Hall, Mannerheimintie 13 e, 00100 Helsinki. Registration of
shareholders who have notified of their attendance will begin at 2 pm.
The following matters will be on the agenda of the Annual General Meeting:
1. THE MATTERS TO BE SUBMITTED TO THE ANNUAL GENERAL MEETING PURSUANT TO ARTICLE
10 OF THE COMPANY'S ARTICLES OF ASSOCIATION AND CHAPTER 5, SECTION 3 OF THE
FINNISH LIMITED LIABILITIES COMPANIES ACT.
2. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT SHARE REPURCHASE AUTHORIZATION TO
THE BOARD OF DIRECTORS
The Board of Directors proposes 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.
3. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT SHARE ISSUE AUTHORIZATION AND
AUTOHORIZATION TO GRANT SPECIAL RIGHTS TO THE BOARD OF DIRECTORS
The Board of Directors proposes 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.
Composition of the Board of Directors
Shareholders representing a holding of more than 20 per cent of all the
Company's shares and voting rights, have informed the Company's Board of
Directors of their proposal to the Annual General Meeting that the number of
members in the Company's Board of Directors is six and that the Chairman of the
Board of Directors Tapio Hintikka and the members Tero Laaksonen, Pertti
Raatikainen, Timo Toivila and Pekka Vennamo be re-elected as well Kai Telanne be
elected as a new member.
The above mentioned shareholders have also informed the Company's Board of
Directors of their proposal to the Annual General Meeting that the annual
remunerations to be paid to the members of the Board of Directors would be
increased and thus be the following: EUR 40.000 per year for the Chairman and
EUR 25.000 per year for each member. In addition a meeting fee of EUR 250 per
meeting is proposed. The annual remuneration is proposed to 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.
Election of Auditor
The General Meeting of Shareholders elects an auditor whose term of office ends
at the expiry of the next Annual General Meeting following the election. The
Board of Directors has assessed the operation and independence of the current
auditor KPMG Oy Ab for the financial year 2007. The Board of Directors
recommends the re-election of KPMG Oy Ab for the Company's auditor for the term
that ends at the expiry of the next Annual General Meeting following the
election. Shareholders representing a holding of more than 20 per cent of all
the Company's shares and voting rights have informed the Company's Board of
Directors that they are in favour of electing KPMG Oy Ab as the Company's
auditor.
The Documents
Copies of the financial statements and the proposals by the Board of Directors
to the General Meeting will be available for the shareholders' inspection as
from Tuesday, 25 March 2008 at the Teleste Corporation's Head Office in
Seponkatu 1, 20660 Littoinen, Finland. Copies of them will be sent to the
shareholders upon request.
Right to attend
Shareholders who are on Thursday, 20 March 2008 registered in the Company's
Shareholders' Register maintained by the Finnish Central Securities Depository
Ltd are entitled to attend the Annual General Meeting.
Shareholders who hold their shares under the name of a nominee can be
temporarily registered in the Company's Shareholders' Register no later than on
Thursday, 20 March 2008 to allow attendance at the Annual General Meeting.
Registration
Shareholders wishing to attend the Annual General Meeting must notify the
Company of their attendance no later than on Wednesday, 26 March 2008 by 4 pm.
Please register either to: Teleste Corporation, Ms. Tiina Vuorinen, P.O. Box
323, 20101 Turku, Finland, or by telephoning + 358 2 2605 611, or by faxing +
358 2 2605 812, or by emailing at investor.relations@teleste.com.
The notice should arrive before the deadline stated above. Possible Powers of
Attorney are requested to be submitted when the shareholder in question notifies
the Company of his/her intention to attend.
Dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.24 per share be paid based on the adopted balance sheet for the fiscal
year that ended on 31 December 2007 for shares other than those held by the
Company. The dividend will be paid to shareholders who on the record date,
Friday, 4 April 2008, are registered in the Company's Shareholders' Register,
which is maintained by Finnish Central Securities Depository Ltd. The dividend
will be paid on 15 April 2008.
Separate invitations shall not be sent to the shareholders.
Helsinki, 4th March 2008
Teleste Corporation
Board of Directors
ADDITIONAL INFORMATION:
Mr. Jukka Rinnevaara President and CEO, tel. +358 2 2605 866 or +358 400 747 488
DISTRIBUTION:
OMX Nordic Exchange Helsinki
Media
www.teleste.com
APPENDICES:
PROPOSAL TO GRANT SHARE REPURCHASE AUTHORIZATION TO THE BOARD OF DIRECTORS
The Board of Directors of Teleste Corporation proposes to the Annual General
Meeting of Shareholders to be held on 1 April 2008 that the Board of Directors
be authorized to decide on the repurchase of the Company's own shares
(Repurchase Authorization) on the following terms and conditions:
1. Maximum number of shares to be repurchased
By virtue of the authorization the Board of Directors is entitled to decide on
repurchasing a maximum of 1.400.000 Company's own shares.
2. Directed repurchase and consideration to be paid for shares
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 and paid for in accordance with the rules of OMX
Nordic Exchange Helsinki and the Finnish Central Securities Depository Ltd.
3. Holding, cancelling and conveying of shares
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.
4. Other terms and validity
The Board of Directors shall decide on other terms and conditions related to the
repurchase of the Company's own shares.
The Repurchase Authorization is valid until the Annual General Meeting of
Shareholders for year 2009.
PROPOSAL TO GRANT SHARE ISSUE AUTHORIZATION AND AUTHORIZATION TO GRANT SPECIAL
RIGHTS ENTITLING TO SHARES TO THE BOARD OF DIRECTORS
The Board of Directors of Teleste Corporation proposes to the Annual General
Meeting of Shareholders to be held on 1 April 2008 that the Board of Directors
be authorized to decide on
(i) Issuing new shares and/or
(ii) Conveying the Company's own shares held by the Company and/or
(iii) Granting special rights entitling to shares pursuant to Chapter 10,
Section 1 of the Finnish Limited Liabilities Companies Act on the following
terms and conditions:
1. Right to the shares
New shares may be issued and the Company's own shares 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 as part of the Company's
incentive program.
The new shares may also be issued in a free share issue to the Company itself.
2. Share issue against payment and for free
New shares may be issued and the Company's own shares held by the Company may be
conveyed either against payment (Share Issue Against Payment) or for free (Free
Share Issue). 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.
3. Maximum number of shares
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 by the Company on basis of the Repurchase Authorization shall be at
the maximum of 1.400.000 shares. This maximum number of shares shall include the
Company's own shares held by the Company itself or its subsidiary as stated in
Chapter 15, Section 11, Paragraph 1 of the Finnish Limited Liabilities Companies
Act.
4. Granting of special rights
The Board of Directors is authorized to grant special rights referred to in
Chapter 10, Section 1 of the Finnish Limited Liabilities 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. The right may also be granted to the
Company's creditor in such a manner that the right is granted on a condition
that the creditor's receivable is used to set off the subscription price.
The maximum number of shares that may be subscribed by virtue of the special
rights granted by the Company is 2.000.000 shares.
5. Recording of the subscription price
The subscription price of the new shares and the consideration payable for the
Company's own shares shall be recorded under the invested non-restricted equity
fund.
6. Other terms and validity
The Board of Directors shall decide on other terms and conditions related to the
authorizations.
The authorizations are valid until the Annual General Meeting of Shareholders
for year 2009.