ComTel SpA — Proxy Solicitation & Information Statement 2011

Feb 10, 2011

Notice of Annual General Meeting

Notice of Annual General Meeting

Helsinki, 2011-02-10 11:15 CET (GLOBE NEWSWIRE) -- Comptel Corporation Stock
exchange release 10 February 2010 at 12.15 pm

Notice of Annual General Meeting

Comptel Corporation shareholders are hereby invited to attend the Annual
General Meeting of Shareholders to be held at the Marina Congress Center,
Fennia I hall, Katajanokanlaituri 6, 00160 Helsinki starting at 11:00 AM on
Wednesday, 23 March 2011. The reception of persons who have registered for the
meeting will commence at the venue at 10:00 AM.

A. Matters on the agenda of the General Meeting

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting
   of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors
   and the auditor's report for the year 2010,
   review by the President and CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend

The Board of Directors has decided to propose to the Annual General Meeting
that a dividend of EUR 0.04 per share be paid for year 2010. The dividend
decided by the Annual General Meeting will be paid to shareholders registered
on 28 March 2011 in the company's Shareholder Register maintained by Euroclear
Finland Ltd. The Board of Directors proposes to the Annual General Meeting that
the dividend be paid on 8 April 2011.

9.Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors

The shareholders representing approximately 32.2 % of the shares and number of
votes have notified the company that they will propose to the Annual General
Meeting that the compensation for the members of the Board of Directors will be
kept unchanged and paid as follows:

• chairman EUR 53,000 per annum;
• vice chairman EUR 33,000 per annum;
• other members EUR 26,000 per annum;
• for the board meetings EUR 500 / meeting; and
• for the committee meetings EUR 600 / meeting for the chairman and EUR 500 /
meeting for the members of the committee.

Out of the annual compensation to be paid to the Board members, 40 per cent of
total gross compensation amount will be used to purchase Comptel's shares in
public trading through NASDAQ OMX Helsinki Ltd or alternatively by using the
own shares held by the Company. The shares will be disposed as soon as possible
after the Annual General Meeting.

1. Resolution on the number of members of the Board of Directors

The shareholders representing approximately 32.2 % of the shares and number of
votes have notified the company that they will propose to the Annual General
Meeting that the number for the members of Board of Directors will be six (6).

1. Election of members of the Board of Directors

The shareholders representing approximately 32.2% of the shares and number of
votes have notified the company that they will propose to the Annual General
Meeting that the present members Olli Riikkala, Hannu Vaajoensuu, Timo
Kotilainen, Juhani Lassila, Petteri Walldén and Henri Österlund be re-elected
as members of the Board of Directors.

1. Resolution on the remuneration of the auditors

Based on the recommendation of the Board of Directors' Audit Committee, the
Board of Directors proposes that the Annual General Meeting will decide to pay
the Auditors' remuneration according to the invoices approved by the company.

1. 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 authorizes the
Board to decide on repurchase of the company's own shares up to a maximum
number of 10,700,000 shares.

The company's own shares shall be repurchased otherwise than in proportion to
the holdings of the shareholders using the non-restricted equity at the market
price of the shares on the NASDAQ OMX Helsinki Ltd at the time of the
acquisition.

The shares shall be repurchased for strengthening or developing the company's
capital structure, to be used in financing or implementing acquisitions or
other arrangements, to implement the company's share-based incentive programs
or to be conveyed by other means or to be cancelled.

The authorization to repurchase the company's own shares shall be valid until
30 June 2012. The authorization will cancel the corresponding authorization
decided in the Annual General Meeting of 22 March 2010.

1. Authorizing the Board of Directors to decide on share issues and granting
   special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide on issuing new shares and conveying the company's
own shares held by the company either against payment or for free.

In addition, the Board of Directors proposes that the Annual General Meeting
authorizes the Board of Directors to grant option rights and other special
rights referred to in Chapter 10, Section 1 of the Companies Act, which carry
the right to receive, against payment, new shares of the company or the
company's own shares held by the company in such a manner that the subscription
price of the shares is paid in cash or by using the subscriber's receivable to
set off the subscription price.

A maximum of 21,400,000 new shares, including the shares received on basis of
the special rights, can be issued. A maximum of 10,700,000 of the company's own
shares held by the company can be conveyed and/or received on basis of the
special rights.

The new shares can be issued and the company's own shares held by the company
conveyed to the company's shareholders in proportion to their present holding
or by means of a directed issue, waiving the pre-emptive rights of the
shareholders, if there is a weighty financial reason for the company to do so,
such as using the shares to strengthen or develop the company's capital
structure, as financing or in implementing acquisitions or other arrangements
or in implementing the company's share-based incentive programs.

The authorization would also entitle to decide on a free share issue to the
company itself. The number of shares to be issued to the company shall not
exceed 10,700,000, including the number of own shares acquired by the company
by virtue of the authorization to repurchase the company's own shares.

The subscription price of the new shares and the consideration paid for the
company's own shares shall be recorded in the invested non-restricted equity
fund.

The authorizations shall be valid until 30 June 2012.

1. Closing of the meeting

B. Documents of the General Meeting

The proposals of the Board of Directors as well as this notice are available on
Comptel Corporation's website at www.comptel.com. The annual report of Comptel
Corporation, including the company's annual accounts, the report of the Board
of Directors and the auditor's report, is available on the above-mentioned
website no later than 1 March 2011. The proposals of the Board of Directors and
the annual accounts are also available at the meeting. Copies of these
documents will be sent to shareholders upon request.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration

Each shareholder, who is registered on 11 March 2011 in the shareholders'
register of the company held by Euroclear Finland Ltd, has the right to
participate in the 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 General Meeting, shall register
for the meeting no later than10:00 AM (Finnish time) on 18 March 2011 by giving
a prior notice of participation to the company. Such notice can be given:

a) by e-mail to yhtiokokous@comptel.com;
b) by telephone at +358 9 70011 793, 9 AM to 4 PM (Finnish time) Monday to
Friday;
c) by telefax at +358 9 70011 224, or
d) by regular mail to Comptel Corporation, P.O. Box 1000, FI-00181 Helsinki,
Finland (envelopes should be marked “Annual General Meeting”)

In connection with the registration, a shareholder shall notify his/her name,
personal identification number / company identification number, address,
telephone number and the name of a possible proxy representative or assistant
and the personal identification number of the proxy representative. The
personal data given to Comptel Corporation is used only in connection with the
General Meeting and with the processing of related registrations.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she on the
record date of the Annual General Meeting, i.e. on 11 March 2011, would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has
been temporarily registered into the shareholders' register held by Euroclear
Finland Ltd at the latest by 10:00 AM on 18 March 2011. As regards nominee
registered shares this constitutes due registration for the Annual General
Meeting.

A holder of nominee registered shares is advised without delay to request from
his/her custodian bank necessary instructions regarding the registration in the
register of shareholders of the company, the issuing of proxy documents and
registration for the Annual General Meeting. The account management
organization of the custodian bank will register the holder of nominee
registered shares, who wants to participate in the Annual General Meeting, to
be temporarily entered into the shareholders' register of the company at the
latest by the time stated above.

1. Proxy representative and powers of attorney

A shareholder may participate and exercise his/her rights at the General
Meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
General Meeting. When a shareholder participates in the General Meeting by
means of several proxy representatives representing the shareholder with shares
at different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting.

Possible proxy documents should be delivered in originals to the address above
before the last date for registration.

1. Other information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting.

On this date of this notice to the General Meeting 10 February 2011, the total
number of shares and votes in Comptel Corporation is 107,054,810.

Helsinki, 10 February 2011

Comptel Corporation
The Board of Directors

Distribution:
NASDAQ OMX Helsinki
Major media

Comptel software enables telecom operators to deliver services flexibly and
charge them effectively. Comptel's wide expertise in service fulfillment,
mediation and charging empowers customers to focus on delivering innovative
services. Comptel has provided solutions to 280 service providers with 800
million subscribers in 85 countries. The Group has about 600 employees
worldwide, and net sales were EUR 78 million in 2010. http://www.comptel.com/