TELESTE CORPORATION: NOTICE TO THE ANNUAL GENERAL MEETING
TELESTE CORPORATION STOCK EXCHANGE RELEASE 3.3.2010 AT 09:00
TELESTE CORPORATION: NOTICE TO THE ANNUAL GENERAL MEETING
The shareholders of Teleste Corporation (the “Company”) are hereby invited to
the Annual General Meeting to be held on Friday, 9 April 2010, at 3:00 p.m., in
Finlandia Hall at the address of Mannerheimintie 13 e, 00100 Helsinki, Finland.
The reception of persons who have registered for the meeting will commence at
2:00 p.m.
A. Agenda of the Annual General Meeting:
1 § Opening of the meeting
2 § Calling the meeting to order
3 § Election of persons to review the minutes and to supervise the counting of
votes
4 § Recording the legality of the meeting
5 § Recording the attendance at the meeting and adoption of the list of votes
6 § Presentation of the financial statements, the consolidated financial
statements, the auditor's report and the report of the Board of Directors for
year 2009 as well as the review by the CEO
7 § Adoption of the financial statements and the consolidated financial
statements
8 § Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.08 per share be paid based on the adopted balance sheet for the financial
period that ended on 31 December 2009 for shares other than those held by the
Company. The dividend will be paid to a shareholder who on the record date 14
April 2010 is registered in the Company's shareholders' register maintained by
Euroclear Finland Ltd. The dividend will be paid on 21 April 2010.
9 § Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10 § Resolution on the number of members of the Board of Directors
Company's shareholders who together represent more than 40 per cent of all the
Company's shares and voting rights, have notified the Board of Directors of the
Company that they will propose to the Annual General Meeting that the number of
members of the Board of Directors be confirmed to be six (6).
11 § Resolution on the remuneration of the members of the Board of Directors
Company's shareholders who together represent more than 40 per cent of all the
Company's shares and voting rights, have notified the Board of Directors that
they will propose to the Annual General Meeting that the annual remunerations to
be paid to the members of the Board of Directors would remain unchanged 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
to be paid. 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.
12 § Election of members of the Board of Directors
Company's shareholders who together represent more than 40 per cent of all the
Company's shares and voting rights, have notified the Board of Directors of the
Company that they will propose to the Annual General Meeting that all the
current Board members Pertti Ervi, Tero Laaksonen, Marjo Miettinen, Pertti
Raatikainen, Kai Telanne and Petteri Walldén be re-elected as Board members.
Aforementioned persons have given their consent to the election.
13 § Election of the chairman of the Board of Directors
Company's shareholders who together represent more than 40 per cent of all the
Company's shares and voting rights, have notified the Board of Directors of the
Company that they will propose to the Annual General Meeting that Marjo
Miettinen be elected as the chairman of the Board of Directors.
14 § Resolution on the number of auditors
Company's shareholders who together represent more than 40 per cent of all the
Company's shares and voting rights, have notified the Board of Directors of the
Company that they will propose to the Annual General Meeting that the number of
auditors shall be one (1).
15 § Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor's compensation is paid against
an invoice approved by the Company.
16 § Election of the auditor
The Board of Directors has evaluated the operations and independence of the
current auditor KPMG Oy Ab. 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. Company's shareholders who
together represent more than 40 per cent of all the Company's shares and voting
rights have notified the Company's Board of Directors that they are in favour of
electing KPMG Oy Ab as the Company's auditor. KPMG Oy Ab has notified of the
appointment of APA Esa Kailiala as principally responsible auditor of the
Company.
17 § Proposal of the Board of Directors to amend Articles 4, 9, 10 and 11 of the
Articles of Association
The Board of Directors proposes to the Annual General Meeting that the Articles
4 and 10 of the Articles of Association be amended so that the Board of
Directors, instead of the General Meeting of the Shareholders, shall elect the
chairman of the Board of Directors and that the Article 9 of the Articles of
Association be amended so that the notice of the General Meeting of the
Shareholders shall be announced on the Company's website instead of newspaper
announcement and the time and place of the General Meeting of the Shareholders
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 (3) weeks
prior to the General Meeting of the Shareholders, however, at least nine (9)
days prior to the record date of the General Meeting of the Shareholders.
Additionally, the Board of Directors proposes that the Article 11 of the
Articles of Association regarding redemption obligation be removed.
18 § Authorizing the Board of Directors to decide on the repurchase of the
Company's own shares
The Board of Directors proposes that the Annual General Meeting would resolve on
authorizing the Board of Directors to decide on repurchasing a maximum of
1,400,000 own shares of the Company (“Repurchase Authorization”).
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 NASDAQ OMX Helsinki Ltd 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 shall be valid until the Annual General Meeting for
year 2011.
19 § Authorizing the Board of Directors to decide on the issuance of shares and
special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting would resolve on
authorizing 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 referred to in Chapter 10, Section 1 of the Finnish Companies Act.
The 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 by 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.
The 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.
The new shares may also be issued in a Free Share Issue to the Company itself.
A maximum of 10,000,000 new shares may be issued. 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 Repurchase Authorization shall be at
the maximum of 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 shall be valid until the Annual General Meeting for year
2011.
B. Documents of the Annual General Meeting
The proposals of the Board of Directors on the agenda of the Annual General
Meeting referred to above as well as this notice of meeting are available on
Teleste Corporation's website at www.teleste.com/Investors/Corporate
Governance/Annual General Meeting and at the Company's headquarter at the
address Seponkatu 1, 20660 Littoinen, Finland. The annual report of Teleste
Corporation, including the Company's financial statements, the report of the
Board of Directors and the auditor's report, is available on the aforementioned
website on 19 March 2010 at the latest. The proposals of the Board of Directors
as well as the financial statements are also available at the Annual General
Meeting and copies of these documents and of this notice of meeting will be sent
to shareholders upon request. The minutes of the Annual General Meeting will be
available for inspection on the website as from 23 April 2010.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on Friday, 26 March 2010 in the
shareholders' register of the Company maintained by Euroclear Finland Ltd, has
the right to participate in the Annual General Meeting. A shareholder, whose
shares are registered on his/her personal Finnish book-entry account, is
registered in the shareholders' register of the Company.
A shareholder, who wants to participate in the Annual General Meeting, should
register for the meeting no later than Wednesday 31 March 2010 at 4 p.m. by
giving a prior notice of participation to the Company. Such notice can be given
a) by email investor.relations@teleste.com;
b) by telephone +358 (0)2 2605 611;
c) by telefax +358 (0)2 2605 812; or
d) by regular mail to the address Teleste Corporation, Tiina Vuorinen, P.O.Box
323, FI-20101 Turku, Finland.
The notice should be delivered to the Company before the deadline for
registration. In connection with the registration, a shareholder should notify
his/her name, personal identification number, address, telephone number and the
name and personal identification number of a possible assistant or authorized
representative. The personal data given to Teleste Corporation is used only in
connection with the Annual General Meeting and with the processing of thereto
related necessary registrations.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the shareholders' meeting has the right to request information
with respect to the matters to be considered at the meeting.
2. Use of an authorized representative and powers of attorney
A shareholder may participate in the Annual General Meeting and thereby use
his/her rights via an authorized representative.
An authorized representative shall produce a dated power of attorney or
otherwise in reliable manner demonstrate his/her right to represent the
shareholder. Should a shareholder participate in the meeting by means of several
authorized representatives representing the shareholder with shares in different
book-entry accounts, the shares by which each authorized representative
represents the shareholder shall be identified in connection with the
registration.
Possible powers of attorney should be delivered in originals to the address
Teleste Corporation, Tiina Vuorinen, P.O.Box 323, FI-20101 Turku, Finland by
Wednesday 31 March 2010 at 4 p.m. at the latest.
3. A Holder of nominee registered shares
A holder of nominee registered shares is advised without delay to request
necessary instructions regarding the registration in the shareholders' register
of the Company, the issuing of powers of attorney and the registration for the
Annual General Meeting from his/her custodian bank. The account management
organization of the custodian bank will register a holder of nominee registered
shares, who wants to participate in the Annual General Meeting, to be
temporarily entered in the shareholders' register of the Company at the latest 6
April 2010 at 10:00 a.m. Further information on these matters can also be found
on the Company's website www.teleste.com/Investors/Corporate Governance/Annual
General Meeting.
4. Other information
On the date of this notice of meeting, the total number of shares and votes in
Teleste Corporation is 17,805,590.
In Helsinki, 2 March 2010
Teleste Corporation
The Board of Directors
ENCLOSURES:
PROPOSAL OF THE BOARD OF DIRECTORS TO AMEND ARTICLES 4, 9, 10 AND 11 OF THE
ARTICLES OF ASSOCIATION
The Board of Directors of Teleste Corporation (the “Company”) proposes to the
Annual General Meeting to be held on 9 April 2010 that the Articles of
Association be amended as follows:
Article 4 Board of Directors
The Board of Directors proposes that the Article 4 of the Articles of
Association be amended so that the Board of Directors, instead of the General
Meeting of the Shareholders, shall elect the chairman of the Board of Directors.
After the amendment the Article 4 of the Articles of Association reads as
follows:
”4 §
Board of Directors
The Company shall have a Board of Directors with a minimum of three (3) and a
maximum of eight (8) members elected at the Annual General Meeting of
Shareholders; their term of office shall expire at the end of the following
Annual General Meeting of Shareholders. The Board of Directors shall elect the
Chairman of the Board of Directors among themselves.”
Article 9 Notice of Meeting
The Board of Directors proposes that the first paragraph of Article 9 of the
Articles of Association be amended so that the notice of the General Meeting of
the Shareholders shall be announced on the Company's website instead of
newspaper announcement and the time and place of the General Meeting of the
Shareholders as well as the address of the Company's website shall be announced
in at least one newspaper decided by the Board of Directors, and due to the
Companies Act entered into force on 31 December 2009, the notice of the General
Meeting of the Shareholders shall be announced no later than three (3) weeks
prior to the General Meeting of the Shareholders, however, at least nine (9)
days prior to the record date of the General Meeting of the Shareholders. After
the amendment Article 9 of the Articles of Association reads as follows:
”9 §
Notice of Meeting
Notice of the General Meeting of Shareholders shall be announced on Company's
website no earlier than two (2) months and no later than three (3) weeks prior
to the General Meeting of Shareholders, however, at least nine (9) days prior to
the record date of the General Meeting of Shareholders. Within the same time the
Company shall announce the time and place of the General Meeting of Shareholders
as well as the address of the Company's website in at least one newspaper
decided by the Board of Directors.
A shareholder wishing to participate in the General Meeting of Shareholders
shall notify the Company at the latest on date stated in the notice of the
meeting, which date shall be no earlier than ten (10) days prior to the
meeting.”
Article 10 Annual General Meeting
The Board of Directors proposes that the Article 10 of the Articles of
Association shall be amended so that instead of the General Meeting the Board of
Directors shall elect the chairman of the Board of Directors. After the
amendment the Article 10 of the Articles of Association reads as follows:
“10 §
Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually on the date
decided by the Board of Directors by the end of June in Kaarina, Turku or
Helsinki.
At the meeting, following shall be presented:
1. the financial statements, which include the consolidated financial
statements, and the report of the Board of Directors;
2. the Auditor's Report;
resolved upon
3. the adaption of the financial statements and consolidated financial
statements;
4. use of the profit shown in the balance sheet;
5. discharging the members of the Board of Directors and the Managing Director
from liability;
6. the number of, and the fee payable to, the members of the Board of Directors;
7. the number of, and the fee payable, to the auditors;
elected
8. the members of the Board of Directors;
9. auditors; as well as
considered
10. any other matters stated in the notice of the meeting.”
Article 11 Redemption obligation
The Board of Directors proposes that due to public bid obligation included in
the Securities Market Act in force, the Article 11 of the Articles of
Association regarding redemption obligation be removed as unnecessary.
PROPOSAL TO GRANT SHARE REPURCHASE AUTHORIZATION TO THE BOARD OF DIRECTORS
The Board of Directors of Teleste Corporation (the “Company) proposes to Annual
General Meeting to be held on 9 April 2010 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 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 NASDAQ OMX Helsinki Ltd at the market price prevailing at the
time of acquisition.
The shares shall be repurchased and paid in accordance with the rules of NASDAQ
OMX Helsinki Ltd and Euroclear Finland 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 shall be valid until the Annual General Meeting for
year 2011.
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 (the “Company”) proposes to the
Annual General Meeting to be held on 9 April 2010 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 referred to in Chapter 10,
Section 1 of the Finnish Companies Act on the following terms and conditions:
1. Right to 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
- by 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.
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 10,000,000 new shares may be issued.
A maximum of 1,779,985 of the Company's own shares held by the Company and 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 Repurchase Authorization 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.
4. Granting of special rights
The Board of Directors may grant special rights referred to in Chapter 10,
Section 1 of the Finnish Companies Act, which carry the right to receive against
payment new shares or 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
condition that the creditor's receivable is used to set off the subscription
price (“Convertible Bond”).
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 is included in the maximum
numbers stated in section 3.
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 shall be valid until the Annual General Meeting for year
2011.
