DECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTE CORPORATION
The Annual General Meeting of Teleste Corporation held on 12 April 2013 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 2012.
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors to distribute a dividend of EUR 0.17 per share for year 2012 for shares other than those held by the Company. The record date for the dividend payment is 17 April 2013 and the dividend will be paid on 24 April 2013.
The Annual General Meeting decided the number of members of the Board of Directors to be six. Mr. Pertti Ervi, Ms. Jannica Fagerholm, Mr. Esa Harju, Ms. Marjo Miettinen, 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 be as follows: EUR 40,000 per year for the chairman and EUR 28,000 per year for each member. Out of the annual remuneration to be paid to the Board members, 40 % of the total gross remuneration amount will be used to purchase Teleste’s shares in public trading through NASDAQ OMX Helsinki Ltd, or alternatively by using the own shares held by the Company, and the rest will be paid in cash. The shares will be purchased and/or disposed as soon as possible after the Annual General Meeting.
The Annual General Meeting decided that the number of auditors of Teleste Corporation shall be one. KPMG Oy Ab, Authorized Public Accountants, 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 trading on regulated market organized by 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 2014.
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.
Notice to the AGM in full
Proposal to grant share repurchase authorization to the Board
The biographical details of member candidates
Annual Report 2012
Articles of Association
Financial Statements release