The Annual General Meeting of Teleste Corporation held on 8 April 2011 adopted the financial statements and the consolidated financial statements. The members of the Board of Directors as well as the CEO were discharged from liability for the financial year 2010.
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors to distribute a dividend of EUR 0.12 per share for year 2010 for shares other than those held by the Company. The record date for the dividend is 13 April 2011 and the dividend will be paid on 20 April 2011.
The Annual General Meeting decided the number of members of the Board of Directors to be six. Mr. Pertti Ervi, Mr. Tero Laaksonen, Mrs. Marjo Miettinen, 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 the 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 compensation against an invoice approved by the Company.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY'S OWN SHARES
The Annual General Meeting decided to authorize the Board of Directors to decide on repurchasing the 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 through public trading on NASDAQ OMX Helsinki Ltd at the market price prevailing at the time of acquisition.
The authorization to repurchase own shares is valid until the Annual General Meeting for year 2012.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AND SPECIAL RIGHTS ENTITLING 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 the Company's own shares held by the Company and/or granting special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act.
Based on the authorization, a maximum of 5,000,000 new shares may be issued and a maximum of 1,779,985 of the Company's own shares held by the Company or its group 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 authorization to repurchase own shares shall be at the maximum of 1,400,000 shares. The said 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 Companies Act.
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 2,500,000 shares in total which number is included in the above maximum numbers of new shares and own shares held by the Company.
The authorizations are valid for three (3) years from the resolution of the Annual General Meeting.
ORGANISATIONAL MEETING OF THE BOARD OF DIRECTORS
The Board of Directors, which convened after the Annual General Meeting, re-elected Marjo Miettinen as its Chairman.