ComTel SpA — Proxy Solicitation & Information Statement 2017

Apr 11, 2017

Comptel Corporation: NOTICE TO THE EXTRAORDINARY GENERAL MEETING

Comptel Corporation: NOTICE TO THE EXTRAORDINARY GENERAL MEETING

              NOTICE TO THE EXTRAORDINARY GENERAL MEETING

Comptel Corporation shareholders are hereby invited to attend the Extraordinary
General Meeting of Shareholders to be held at the main office of Comptel
Corporation, at the address Salmisaarenaukio 1, 00180 Helsinki, Finland,
starting at 4:30 PM (Finnish time) on Wednesday May 3(rd), 2017. The reception
of persons who have registered for the Meeting will commence at 3:30 PM (Finnish
time).

A.    Matters on the agenda of the Extraordinary 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.     Resolution on the remuneration of the members of the Board of Directors

The largest shareholder of the Company, Nokia Solutions and Networks Oy
("Nokia"), which owns approximately 91.60 % of the Company's shares, has
notified the Company that it will propose at the General Meeting that such Board
members who are not independent of Company's significant shareholder, shall not
be paid remuneration, and remuneration of such Board members who are independent
of significant shareholder shall be kept unchanged, as decided in the Annual
General Meeting on April 4(th), 2017, i.e. for the Chairman EUR 53,000 per
annum, for the Vice Chairman EUR 33,000 per annum, and        other members EUR
26,000 per annum.

In addition, Nokia has notified that it will propose at the General Meeting that
such Board members who are independent of significant shareholder shall be paid
a meeting fee of EUR 500 / meeting, and for the possible committee meetings EUR
600 / meeting for the Chairman of the committee and EUR 500 / meeting for the
members of the committee, and that all Board members shall be compensated
reasonable travel expenses.

Nokia has notified that it will propose at the General Meeting that the annual
compensation would be paid in cash in its entirety.

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

Nokia, which owns approximately 91.60 % of the Company's shares, has notified
the Company that it will propose at the General Meeting that the number of the
members of the Board of Directors would be resolved to be five (5).

8.      Election of members of the Board of Directors

Nokia, which owns approximately 91.60 % of the Company's shares, has notified
the Company that it will propose at the General Meeting that Mr Pertti
Ervi, Mr Kristian Pullola, Mr Hannu Vaajoensuu, Ms Maria Varsellona and Ms Nancy
Yueh would be elected as Board members for a term that will end at the closing
of the next Annual General Meeting. Nokia has notified that all the proposed
persons have given their consent for the election.

9.      Election of the Auditor and resolution on the remuneration

Nokia, which owns approximately 91.60 % of the Company's shares, has notified
the Company that it will propose at the General Meeting
that PricewaterhouseCoopers Oy, Authorized Public Accountants organization,
would be elected as the Auditor of the Company for a term that will end at the
closing of the next Annual General Meeting.

Nokia, which owns approximately 91.60 % of the Company's shares, has notified
the Company that it will propose at the General Meeting that the Auditor's
remuneration would be paid as per invoice approved by the Company.

10.          Closing of the Meeting

B.    Documents of the Extraordinary General Meeting

This notice is available on Comptel Corporation's website at www.comptel.com.
The notice is also available at the Meeting.

C.    Instructions for the participants in the Extraordinary General Meeting

1.     The right to participate and registration

Each shareholder, who is registered on April 20(th), 2017 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 than 10:00 AM (Finnish time) on April 27(th), 2017 by
giving a prior notice of participation to the Company.

Such notice can be given:

a. by notice at Company's website: http://www.comptel.com;
b. by telephone at +358 20 770 6877, from 9:00 AM to 4:00 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 "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 Meeting
and with the processing of related registrations.

2.     Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting, i.e. on April 20(th), 2017 would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Ltd. The right to participate in the 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 (Finnish time) on April 27(th), 2017. As regards nominee
registered shares this constitutes due registration for the General Meeting.

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

3.     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.

4.     Other information

Pursuant to Chapter 5, Section 25 of the Finnish 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 the date of this notice to the Extraordinary General Meeting, April
11(th), 2017, the total number of shares and votes in Comptel Corporation is
109,457,246.

Helsinki, April 11(th), 2017

                          Comptel Corporation

                         The Board of Directors

[]