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Teleste Corporation
P.O.Box 323
FI-20101 Turku
Finland
Tel. +358 (0)2 260 5611
Verkkolaskutus
OVT-tunnus
003711022678
Operaattori
TietoEnator
Tilinumero TE003711022678
More information
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TELESTE´S ANNUAL GENERAL MEETING 2010
DECISIONS OF THE ANNUAL GENERAL MEETING
Teleste
Corporation´s Annual General Meeting was held on Friday, 9 April 2010 in
Finlandia Hall in Helsinki.
The Annual General Meeting of Teleste
Corporation held on 9 April 2010 resolved in accordance with the proposal
of the Board of Directors to distribute a dividend of EUR 0.08 per share
for year 2009 for shares other than those held by the Company. The record
date for the dividend is 14 April 2010 and the dividend will be paid on 21
April 2010.
The Annual General Meeting adopted the financial
statements. The members of the Board of Directors as well as the CEO were
discharged from liability for the financial year 2009.
The Annual
General Meeting decided the number of members of the Board of Directors to
be six. Mrs. Marjo Miettinen was elected as the Chairman of the Board of
Directors and Mr. Pertti Ervi, Mr. Tero Laaksonen, Mr. Pertti Raatikainen,
Mr. Kai Telanne and Mr. Petteri Walldén were elected as members of the
Board of Directors.
The annual remunerations to be paid to the
members of the Board of Directors were decided to remain unchanged so that
EUR 40,000 is paid to the Chairman of the Board of Directors and EUR
25,000 is paid to other members of the Board of Directors. 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 Company's
shares for the members of the Board of Directors and the rest will be paid
in cash.
The Annual General Meeting decided that the number of
auditors of Teleste Corporation shall be one. KPMG Oy Ab was elected as
the auditor of the Company and KPMG Oy Ab has appointed Mr. Esa Kailiala
(APA) as the principally responsible auditor. It was decided to pay the
auditor’s remuneration against an invoice approved by the Company.
AMENDMENT
OF ARTICLES 4, 9, 10 and 11 OF THE ARTICLES OF ASSOCIATION
The
Annual General Meeting decided to amend Articles 4 and 10 of the Articles
of Association so, that the Board of Directors shall, instead of the
General Meeting, elect the Chairman of the Board of Directors.
The
Annual General Meeting decided to amend the Article 9 of the Articles of
Association so, that the notice to the General Meeting shall be announced
on the Company’s website and the time and place of the General Meeting as
well as the address of the Company’s website shall be announced in at
least one newspaper decided by the Board of Directors no later than three
weeks before the General Meeting, however, at least nine days before the
record date of the General Meeting.
The Annual General Meeting
decided to remove the Article 11 regarding the redemption obligation from
the Articles of Association.
AUTHORIZATION OF THE BOARD OF
DIRECTORS TO DECIDE ON THE REPURCHASE OF COMPANY’S OWN SHARES
The
Annual General Meeting decided to authorize the Board of Directors to
repurchase Company's own shares in accordance with the proposal of the
Board of Directors. Based on the authorization, the Board of Directors may
repurchase a maximum of 1,400,000 own shares of the Company otherwise than
in proportion to the holdings of the shareholders by using the
non-restricted equity at the market price prevailing at the time of the
acquisition in NASDAQ OMX Helsinki Ltd.
The authorization to
repurchase own shares is valid until the Annual General Meeting for year
2011.
AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE
ISSUANCE OF SHARES AND OF SPECIAL RIGHTS ENTITELING TO SHARES
The
Annual General Meeting accepted the proposal of the Board of Directors to
authorize the Board of Directors to decide on issuing new shares and/or
conveying Company's own shares held by the Company and/or granting special
rights referred to in Chapter 10, Section 1 of the Finnish Companies Act.
Based
on the authorization, a maximum of 10,000,000 new shares may be issued and
a maximum of 1,779,985 of 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 the basis of the authorization to
repurchase own shares shall be at the maximum 1,400,000 shares. The
maximum number of new shares that may be subscribed and own shares held by
the Company that may be conveyed by virtue of the special rights granted
by the Company is 5,000,000 shares in total which number shall be included
in the above maximum numbers of new shares and own shares held by the
Company.
The authorizations are valid until the Annual General
Meeting for year 2011.
Stock
exchange release
Related documents
Notice
to the Annual General Meeting
Meeting
agenda
Proposal
of the Board of Directors to amend Articles 4, 9, 10 and 11 of the
Articles of Association
Proposal
to grant share repurchase authorization to the Board of Directors
Proposal
to grant share issue authorization and authorization to grant special
rights entitling to shares to the Board of Directors
The
biographical details of Board Member candidates
Read also
Valid
Articles of Association
Financial
Statements 2009
Updated 14.4.2010
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