Teleste Oyj — Proxy Solicitation & Information Statement 2022

Mar 9, 2022

Teleste Corporation Notice of Annual General Meeting

Teleste Corporation Notice of Annual General Meeting

TELESTE CORPORATION  STOCK EXCHANGE RELEASE  9 MARCH 2022 AT 17:00 EET

TELESTE CORPORATION NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Teleste Corporation (the “Company”) will be held
on Wednesday, April 6, 2022, starting at 2:00 p.m. The meeting will be held
under special arrangements without the presence of shareholders or their proxy
representatives at the Company's headquarters in Kaarina, Telestenkatu 1, 20660
Littoinen.

The Company's Board of Directors has decided on an exceptional meeting procedure
based on the temporary legislation approved by Finnish Parliament on 8 May 2021
(“Temporary Act”). In order to limit the spread of the COVID-19 pandemic, the
Annual General Meeting will be held without the presence of shareholders or
their proxy representatives at the venue. This is a necessary measure to
organize the Annual General Meeting in a predictable manner, taking into account
the health and safety of shareholders, company personnel and other stakeholders.

The Company's shareholders and their proxy representatives may participate in
the meeting and exercise their shareholder rights only by voting in advance and
submitting counterproposals and questions in advance in accordance with this
notice and the Company’s other instructions. It is not possible to attend the
meeting on site or to follow the meeting through a video stream. The
instructions for shareholders can be found in Section C, “Instructions for
participants in the Annual General Meeting” of this notice.

The Company will organize a virtual event for its pre-registered shareholders
after the Annual General Meeting, starting at 3:00 p.m., during which it is
possible to ask questions from the President and CEO of the Company. The event
will start with a presentation by the President and CEO. The presentation of the
President and CEO will also be published on the Company's website after the
event. Instructions to participate in the event and other related information
can be found from the Company’s website www.teleste.com/AGM. The event is not
part of Annual General Meeting. Questions referred to in Chapter 5, Section 25
of the Limited Liability Companies Act must be issued in advance pursuant to
Section C, “Instructions for participants in the Annual General Meeting” of this
notice.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING:

1 § Opening of the meeting

2 § Calling the meeting to order

Olli Nikitin, Attorney-at-Law, will chair the meeting. If, for weighty reasons,
Olli Nikitin does not have the opportunity to act as chairman, the Board of
Directors shall appoint a person it deems most suitable to act as Chairman. The
Chairman may appoint a secretary for the meeting.

3 § Election of person to examine the minutes and supervise the counting of
votes

Teemu Limnell, Legal Counsel, will act as the examiner of the minutes and the
supervisor for the counting of votes. If, for weighty reasons, Teemu Limnell
does not have the opportunity to act as the examiner of the minutes and
supervisor for the counting of votes, the Board of Directors shall appoint a
person it deems most suitable to act as the examiner of the minutes and
supervisor for the counting of votes.

4 § Recording the legality of the meeting

5 § Recording the attendance at the meeting and the list of votes

Shareholders who have voted in advance during the advance voting period and who
have the right to participate in the Annual General Meeting pursuant to Chapter
5, Sections 6 and 6a of the Finnish Limited Liability Companies Act are
considered to be shareholders participating in the meeting. The list of votes
will be adopted   based on the information provided by Euroclear Finland Ltd.

6 § Presentation of the 2021 Financial Statements, the Consolidated Financial
Statements, the Audi- tors’ Report and the Report of the Board of Directors

The Company's Annual Report, which includes the Company's Financial Statements,
the Report of the Board of Directors as well as the Auditor's Report and which
is available on the Company's website no later than three weeks before the
Annual General Meeting, will be deemed to have been presented to the Annual
General Meeting under this item.

7 § Adoption of the Financial Statements, including the adoption of the
Consolidated Financial Statements

8 § Resolution on the use of the profit shown on the balance sheet and the
payment of a dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.14 per share be paid based on the adopted balance sheet for the financial
period that ended on December 31, 2021 for shares other than those held by the
Company. The dividend will be paid to shareholder who on the record date of
dividend payment April 8, 2022 is registered in the Company’s shareholders’
register maintained by Euroclear Finland   Ltd. The dividend will be paid on
April 19, 2022.

9 § Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability

10 § Remuneration Report

The Board of Directors proposes that the Remuneration Report of the Company's
governing bodies for 2021 be approved. The resolution is advisory in accordance
with the Finnish Limited Liability Companies Act.

The Remuneration Report is available on the Company's website at
www.teleste.com/AGM on 16 March 2022 at the
latest. (http://www.teleste.com/AGM%20on%2016%20March%202022%20at%20the%20latest.
)

11 § Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the number of members of the Board of Directors remain unchanged and be
confirmed as six (6).

12 § Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that
the remuneration remain unchanged, and that the following annual remuneration
will be paid to the members of the Board of Directors elected at the Annual
General Meeting: EUR 66,000 per year for the Chairman and EUR 33,000 per year
for each member. The annual remuneration of the Board member who acts as the
Chairman of the Audit Committee shall be EUR 49,000 per year.

It is proposed that 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 Corporation's shares for the Board members through trading on a
regulated market organized by Nasdaq Helsinki Ltd, and the rest will be paid in
cash.

No separate meeting fee is to be paid to the members of the Board of Directors
or the Chairman   of the Audit Committee. A meeting fee of EUR 400 per meeting
is to be paid to the members of the Board of Directors' Audit Committee for
those Audit Committee meetings that they attend.

13 § Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the current members of the Board be re-elected for the new term of office,
extending until the end of the next Annual General Meeting: Timo Luukkainen,
Jussi Himanen, Vesa Korpimies, Mirel Leino-Haltia, Heikki Mäkijärvi and Kai
Telanne.

All have been assessed to be independent of the Company and of its significant
shareholders except for Timo Luukkainen and Vesa Korpimies, who have been
assessed to be independent of the Company but not independent of its significant
shareholder on the following grounds: Timo Luukkainen is the Chairman of the
Board of Directors of Tianta Oy and Vesa Korpimies is the President and CEO and
a member of the Board of Directors of Tianta Oy.

All the proposed members of the Board of Directors have given their consent for
election.

14 § Resolution on the number of auditors

The Board of Directors proposes, in accordance with the recommendation of the
Audit Committee, that one (1) auditor be elected for the Company.

15 § Resolution on the remuneration of the auditor

The Board of Directors proposes, in accordance with the recommendation of the
Audit Committee, that auditor’s compensation is paid against an invoice approved
by the Company.

16 § Election of the auditor

The Board of Directors proposes, in accordance with the recommendation of the
Audit Committee, that the auditing firm PricewaterhouseCoopers Oy be elected as
the Company’s auditor for a term lasting until the end of the next Annual
General Meeting. PricewaterhouseCoopers Oy has confirmed that Markku Launis,
APA, would serve as the principal auditor, provided that the
PricewaterhouseCoopers Oy will be elected as the Company´s auditor.

17 § 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 of a maximum of
1,200,000 own shares of the Company.

The Company’s own shares shall be repurchased otherwise than in proportion to
the holdings of the shareholders by using non-restricted equity through trading
on the regulated market organized by Nasdaq Helsinki Ltd at the market price
prevailing at the time of acquisition.

The shares shall be repurchased and paid for in accordance with the rules of
Nasdaq Helsinki Ltd and Euroclear Finland Ltd.

The shares shall be repurchased for use as consideration in possible
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 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 for eighteen (18) months from the
resolution of the Annual General Meeting. The repurchase authorization revokes
previously granted repurchase authorizations.

18 § Authorizing the Board of Directors to decide on the issuance of shares and
special rights entitling to shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors would be granted authorization to decide

(i) issuing new shares and/or

(ii) conveying the Company's own shares held by the Company and/or

(iii) granting special rights referred to in Chapter 10, Section 1 of the
Limited Liability Companies Act under the following conditions:

Right to shares:

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 possible acquisitions or other arrangements related to the
Company’s business, as financing for investments or using shares as part of
Company’s incentive program.

The new shares may also be issued in a Free Share Issue to the Company itself.
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.

Maximum number of shares:

Based on the authorization, the Board of Directors is entitled to decide on the
issuance of new shares and/or conveyance of the Company's own shares held by the
Company so that a maximum of 2,000,000 shares may be issued and/or conveyed in
total.

Granting of special rights:

The Board of Directors may grant special rights referred to in Chapter 10,
Section 1 of the Limited Liability 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 1,000,000 shares in total which number is included in the maximum
number stated in the section ‘Maximum number of shares'.

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.

Other terms and validity:

The Board of Directors shall decide on all other terms and conditions related to
the authorizations.

The authorizations shall be valid for eighteen (18) months from the resolution
of the Annual General Meeting. The authorizations revoke previously granted
authorizations to decide on the issuance of shares and special rights entitling
to shares.

19 § Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This notice, containing the proposals made to the Annual General Meeting in its
entirety, is available on Teleste Corporation's website at www.teleste.com/AGM
and at the Company's headquarters, Telestenkatu 1, 20660 Littoinen. Teleste
Corporation's Financial Statements, Consolidated Financial Statements, the
Report of the Board of Directors and the Auditor's Report as well as
Remuneration Report will be available on the above-mentioned website no later
than March 16, 2022. The minutes of the Annual General Meeting will be available
on the above-mentioned website no later than April 20, 2022.

C. INSTRUCTIONS FOR PARTICIPANTS IN THE ANNUAL GENERAL MEETING

In order to limit the spread of the COVID-19 pandemic, the Annual General
Meeting will be held without the presence of shareholders or their proxy
representatives at the venue. The Company's shareholders and their proxy
representatives may participate in the meeting and exercise their shareholder
rights only by voting in advance and submitting counterproposals and questions
in advance in accordance with the Temporary Act.

A shareholder or proxy representative cannot participate in the meeting via a
real-time online web stream either.

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on Friday, March 25, 2022, 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.

1. Registration and advance voting of a shareholder entered in the shareholders’
   register

Registration and advance voting will begin on March 16, 2022, when the deadline
for submitting counterproposals for voting has expired, and the Company has
published any counterproposals for voting on the Company's website. A
shareholder entered in the Company's shareholder register wishing to participate
in the Annual General Meeting must register for the Annual General Meeting and
vote in advance no later than March 29, 2022 at 10:00 a.m., by which time the
registration and votes must be received.

Shareholders holding a Finnish book-entry account may register and vote in
advance between March 16, 2022, and March 29, 2022 at 10:00 a.m. in the
following ways:

a) Via the Company's website www.teleste.com/AGM

For registration and advance voting, strong electronic identification (bank IDs
or mobile certificate) is required for natural persons, as well as a business ID
and book-entry account number for legal entities.

b) By post or e-mail

A shareholder voting in advance by post or e-mail must submit the advance voting
form available on the Company's website www.teleste.com/AGM to Euroclear Finland
Oy by post to Euroclear Finland Ltd, Annual General Meeting/Teleste Corporation,
PO Box 1110, FI-00101 Helsinki or by e-mail to yhtiokokous@euroclear.eu.

If a shareholder participates in the Annual General Meeting by submitting
advance votes by post or e-mail to Euroclear Finland Ltd, submitting votes
before the deadline for registration and advance voting is considered
registration to the Annual General Meeting, provided that the shareholder's e
-mail contains the information required for registration.

In connection with the registration, the requested information, such as the
shareholder's name, personal identity number and contact information, must be
provided. The personal data provided by shareholders in connection with the
registration will only be used in connection with the Annual General Meeting and
the processing of the necessary registrations related thereto.

Voting instructions for all shareholders are available on the Company's website
at www.teleste.com/AGM. Further information is also available during the
registration period by phone at +358 (0)2 2605 611 Monday to Friday from 9:00
a.m. to 4:00 p.m.

1. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their
rights at the meeting by way of proxy representation.

The proxy representative of the shareholder shall produce a dated proxy document
or otherwise prove in a reliable manner their right to represent the
shareholder. If the shareholder participates in the Annual General Meeting by
several proxy representatives, who represent the shareholder with shares on
separate securities accounts, the shares with which each representative
represents the shareholder shall be notified in connection with the
registration.

A proxy document and voting instructions templates will be made available on the
Company's website at www.teleste.com/AGM no later than March 16, 2022 when the
deadline for submitting counter-proposals for voting has expired, and the
Company has published any counter-proposals for voting on the Company's web-
site.

A shareholder who does not vote in advance may use the proxy service provided by
the Company free of charge and authorize Attorney-at-law Veli Siitonen of
Merilampi Attorneys Ltd. or another lawyer appointed by him independent of the
Company to represent the shareholder and exercise their voting right at the
meeting in accordance with voting instructions given by the shareholder. The
signed proxy document, including the advance voting form, must be submitted to
the Attorney-at-law Veli Siitonen by post or e-mail (contact information below)
before the end of the registration period and voting time, by which time the
said documents must be received.

Additional information on the Company's appointed independent proxy
representative can be found on the website
https://www.merilampi.com/ihmiset/specialist-counsels/veli-siitonen and his
contact information is:

Email: veli.siitonen@merilampi.com.

Postal address: Merilampi Attorneys Ltd, Veli Siitonen, Keskuskatu   7, FI
-00100, Helsinki

Shareholders may participate in the Annual General Meeting and exercise their
rights at the meeting through another proxy representative of their choice. The
proxy representative chosen by the shareholder must also vote in advance by post
or e-mail as described in this invitation (the proxy representative cannot vote
through the electronic advance voting system). The proxy representative must
submit the proxy document received, including the advance voting form or similar
information by post to Euroclear Finland Ltd, Annual General Meeting/Teleste
Corporation, PO Box 1110, FI-00101 Helsinki or by e-mail
yhtiokokous@euroclear.eu before the end of the registration period and voting
time, by which time the said documents or equivalent information must be
received. Submission of a proxy document to Euroclear Finland Ltd before the end
of the registration period is considered registration for the Annual General
Meeting.

1. Holders of nominee-registered shares

Holders of nominee-registered shares are entitled to attend the Annual General
Meeting based on the shares that would entitle them to be entered in the
shareholder register, maintained by Euroclear Finland Ltd, on March 25, 2022. In
addition, participation in the Annual General Meeting requires that such
shareholders are, based on these shares, temporarily entered in the shareholder
register maintained by Euroclear Finland Ltd no later than April 1, 2022, at
10:00 a.m. (EET). For nominee-registered shares, this will be considered as a
registration to participate in the Annual General Meeting.

Shareholders with nominee-registered shares are encouraged to request their
custodian bank for the necessary instructions concerning temporary registration
with the shareholders' register, issuing proxy documents, and registration for
the Annual General Meeting in good time. The account manager of the custodian
bank must register a shareholder with nominee-registered shares temporarily into
the shareholders’ register of the Company at the latest by the time stated above
and arrange voting on behalf of a shareholder with nominee- registered holdings.

1. Making of counterproposals to the proposed resolutions and sending questions
   in advance

Shareholders who hold at least one hundredth of all the shares in the Company
within the meaning of the Temporary Act have a right to make a counterproposal
on the items on the agenda of the Annual General Meeting, to be placed for a
vote. Such counterproposals are required to be sent to the Company by email to
investor.relations@teleste.com no later than by March 14, 2022, at 12:00 noon.
In connection with making a counterproposal, shareholders are required to
provide adequate evidence of their shareholding. The counter- proposal will be
placed for a vote subject to the shareholder having the right to participate in
the Annual General Meeting, shareholder´s registration for the Annual General
Meeting and that the shareholder holds at least one hundredth of all shares in
the Company on the record date of the Annual General Meeting. Should the
counterproposal not be placed for a vote at the Annual General Meeting, advance
votes in favor of the counter- proposal will not be taken into account. The
Company will publish the counterproposals, if any, that may be voted on the
Company’s website at www.teleste.com/AGM  (http://www.teleste.com/AGM%20)no
later than by March 16, 2022.

A shareholder has the right to ask questions referred to in Chapter 5, Section
25 of the Finnish Limited Liability Companies Act with respect to the matters to
be considered at the meeting until March 22, 2022, by email to
investor.relations@teleste.com. Such questions from shareholders, the Company’s
management’s answers to them, and any counterproposals that have not been placed
for a vote will be made available on the Company’s website www.teleste.com/AGM
no later than March 28, 2022. In order to ask questions or make
counterproposals, shareholders are required to provide adequate evidence of
their shareholding.

1. Other information

Changes in shareholding after the record date of the Annual General Meeting do
not affect the right to participate in the Annual General Meeting or the number
of votes of the shareholder.

The total number of shares in Teleste Corporation on the date of this notice of
the Annual General Meeting is 18,985,588, representing an equivalent number of
votes.

Turku, March 9, 2022

TELESTE CORPORATION

Board of Directors

FURTHER INFORMATION:

Esa Harju

President and CEO

tel. +358 (0)2 2605 611

DISTRIBUTION:

Nasdaq Helsinki Main media
www.teleste.com (https://www.globenewswire.com/Tracker?data=zJ
-SlTKbbAGmi3EUgqIGtRfmWi37mwpR8koRUM8ZoJsFhxDQBOrsdi_tN69vx_MAbM6IMyNmbfWPntyW_7_
b8w%3D%3D)