DECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTE CORPORATION
TELESTE CORPORATION STOCK EXCHANGE RELEASE 9 April 2010 AT 17:00
DECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTE CORPORATION
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.
Teleste Corporation
Jukka Rinnevaara
CEO
ADDITIONAL INFORMATION:
CEO Jukka Rinnevaara, tel [+358 2 2605 866 or +358 400 747 488]
DISTRIBUTION:
NASDAQ OMX Helsinki
Media
www.teleste.com
