Teleste Oyj — Proxy Solicitation & Information Statement 2026

Mar 12, 2026

Teleste Corporation: Notice to the Annual General Meeting

Teleste Corporation: Notice to the Annual General Meeting

Teleste Corporation
Stock Exchange Release
March 12, 2026, at 4 p.m. EET

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 Wednesday, 22 April 2026 at 4 p.m. EEST
in meeting room 208 (2nd floor at the Conference Centre) at Messukeskus,
address: Rautatieläisenkatu 3, Helsinki, Finland. The reception of persons who
have registered for the meeting and coffee service will commence at 3 p.m. EEST.

A. THE FOLLOWING MATTERS WILL BE HANDLED AT THE MEETING:

1 § Opening of the meeting

2 § Calling the meeting to order

3 § Election of a person 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 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
the year 2025

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 General Meeting that a dividend of EUR
0,08 per share be paid based on the adopted balance sheet for the financial year
that ended on 31 December 2025 for shares other than those held by the Company.
The Board of Directors proposes that the dividend be paid in two instalments.

The first dividend instalment, EUR 0.05 per share, is proposed to be paid to a
shareholder who on the record date of dividend payment 30 June 2026 is
registered in the Company's shareholders' register maintained by Euroclear
Finland Ltd. The dividend will be paid on or about 7 July 2026.

The second dividend instalment, EUR 0.03 per share, is proposed to be paid to a
shareholder who on the record date of dividend payment 30 December 2026 is
registered in the Company's shareholders' register maintained by Euroclear
Finland Ltd. The dividend will be paid on or about 7 January 2027.

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

10 § Remuneration report

The Board of Directors proposes that the remuneration report of the Company's
governing bodies for 2025 be approved. The resolution is advisory in accordance
with the Finnish Companies Act.

The remuneration report is available on the Company's website
www.teleste.com/AGM (https://protect.checkpoint.com/v2/___http://www.teleste.com/
AGM___.YzJlOnRlbGVzdGVveWo6YzpvOjVlM2ZkMTY5M2IxZmM3MmU0OGJkMThkZGI1YTYwZWNlOjY6YT
M0NzplZGVkZDYxZTViNWY2ZTMwYzQ0OGI0NWQ2YzM1MDNiOWI4ZjEwYWViYmYwMGNjYjVlNDE5YjNmNjU
4MGNjYjM2OnA6VDpO) no later than three weeks before the General Meeting.

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

The Shareholders' Nomination Board proposes to the General Meeting that the
number of members of the Board of Directors remains unchanged and would be six
(6).

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

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

It is proposed that out of the annual remuneration to be paid to the members of
the Board of Directors, 40 per cent of the total gross remuneration amount will
be used to purchase Teleste Corporation's shares for the members of the Board of
Directors through trading on regulated market organized by Nasdaq Helsinki Ltd,
and the rest will be paid in cash.

The Shareholders' Nomination Board proposes that, contrary to the previous
practice, members of the Board of Directors be paid a separate meeting fee, in
addition to the annual remuneration, in the amount of EUR 400 for each Board
meeting they attend. Members of the Board committees are proposed to be paid a
meeting fee of EUR 400 for each committee meeting they attend, with the
exception of the Chairman of the Board, who shall not be paid meeting-specific
fees for committee meetings, and the Chairman of the Audit Committee, who shall
not be paid meeting-specific fees for Audit Committee meetings. The Board
members' travel expenses shall be reimbursed in accordance with the Company's
practice applicable at the time.

13 § Election of members of the Board of Directors

The Shareholders' Nomination Board proposes to the General Meeting that the
following current members of the Board of Directors 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, Anni Ronkainen
and Kai Telanne.

All persons mentioned have been assessed to be independent of the Company and
its significant shareholders, with the exception of Timo Luukkainen and Vesa
Korpimies, who have been assessed to be independent of the Company but not of
its significant shareholders on the following grounds: Timo Luukkainen acts as
the chairman of Tianta Oy's Board of Directors and Vesa Korpimies acts as the
CEO and member of the Board of Directors of Tianta Oy.

All persons proposed as members of the Board of Directors have given their
consent to the election.

As regards the selection procedure for the members of the Board of Directors,
the Shareholders' Nomination Board recommends that shareholders take a position
on the proposal as a whole at the Annual General Meeting. The task of the
Nomination Board, in addition to ensuring that individual nominees for
membership of the Board of Directors possess the required competencies, is also
to ensure that the proposed Board of Directors as a whole also has the best
possible expertise and experience for the Company and that the composition of
the Board of Directors also meets other requirements of the Finnish Corporate
Governance Code for listed companies.

14 § Resolution on the remuneration of the auditor

The Board of Directors proposes, in accordance with the Audit Committee's
recommendation, that the auditor's fee would be paid according to an invoice
approved by the Company.

15 § Election of the auditor

The Board of Directors proposes, in accordance with the Audit Committee's
recommendation, that PricewaterhouseCoopers Oy, Authorized Public Accountant
firm, be elected as the Company's auditor for a term that will continue until
the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has
informed that Markku Launis, Authorized Public Accountant, would act as the
principally responsible auditor if PricewaterhouseCoopers Oy is elected as the
Company's auditor.

16 § Resolution on the remuneration of the Sustainability Reporting Assurer

The Board of Directors proposes, in accordance with the Audit Committee's
recommendation, that the fee of the Sustainability Reporting Assurer would be
paid according to an invoice approved by the Company.

17 § Election of the Sustainability Reporting Assurer

The Board of Directors proposes, in accordance with the Audit Committee's
recommendation, that BDO Oy, Authorized Sustainability Audit Firm, be elected as
the Company's Sustainability Reporting Assurer for a term that will continue
until the end of the next Annual General Meeting. BDO Oy has informed that
Riitta Laine, Authorized Public Accountant, Authorized Sustainability Auditor,
would act as the principally responsible sustainability reporting assurer if BDO
Oy is elected as the Company's Sustainability Reporting Assurer. However, should
the Company be exempted from the statutory sustainability reporting obligation
for the 2026 financial year and decide not to prepare a sustainability report in
accordance with the Accounting Act for the 2026 financial year, no statutory
assurance will be required.

18 § Authorizing the Board of Directors to resolve on the repurchase of the
Company's own shares

The Board of Directors proposes that the General Meeting would resolve on
authorizing the Board of Directors to decide on repurchasing 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 the non-restricted equity through
trading on regulated market organized by Nasdaq 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
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, to disburse the remuneration of the members of the
Board of Directors 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.

19 § 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 General Meeting that the Board of
Directors would 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 referred to in Chapter 10, Section
1 of the Finnish Companies Act on the following terms and conditions:

Right to shares:

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 the shares as part of
the Company's incentive program.

The new shares may also be issued without payment to the Company itself.

Share issue against payment and without payment:

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 without
payment (“Share Issue Without Payment”). A directed share issue may be a Share
Issue Without Payment 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 Finnish Companies Act, which carry the right to receive against
payment new shares or the Company's 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 the Company's 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 Section “Maximum number of shares”.

Recording of the subscription price in the balance sheet:

The subscription price of the new shares and the consideration payable for the
conveyed 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.

20 § Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This notice, which includes the resolution proposals on the agenda of the
General Meeting in their entirety, is available on Teleste Corporation's website
at
www.teleste.com/AGM (https://protect.checkpoint.com/v2/___http://www.teleste.com/
AGM___.YzJlOnRlbGVzdGVveWo6YzpvOjVlM2ZkMTY5M2IxZmM3MmU0OGJkMThkZGI1YTYwZWNlOjY6YT
M0NzplZGVkZDYxZTViNWY2ZTMwYzQ0OGI0NWQ2YzM1MDNiOWI4ZjEwYWViYmYwMGNjYjVlNDE5YjNmNjU
4MGNjYjM2OnA6VDpO) and at the Company's headquarters at the address Telestenkatu
1, 20660 Littoinen, Finland. Teleste Corporation's financial statements,
consolidated financial statements, the report of the Board of Directors
(including the sustainability statement), the auditor's report and the assurance
report on the sustainability statement, as well as the remuneration report are
available on the aforementioned website on 27 March 2026 at the latest. The
aforementioned documents are also available at the General Meeting. The minutes
of the General Meeting will be available on the aforementioned website as of 6
May 2026 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING

1. Shareholders registered in the shareholders' register

Each shareholder who is registered on the record date of the General Meeting on
10 April 2026 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 is registered in the Company's shareholders' register and
wishes to participate in the General Meeting shall register for the meeting no
later than on Monday, 13 April 2026, at 4 p.m. (EEST) by which time the
registration must be received by the Company. The shareholder may register for
the General Meeting:

a)      through Company's website at
www.teleste.com/AGM (https://protect.checkpoint.com/v2/___http://www.teleste.com/
AGM___.YzJlOnRlbGVzdGVveWo6YzpvOjVlM2ZkMTY5M2IxZmM3MmU0OGJkMThkZGI1YTYwZWNlOjY6YT
M0NzplZGVkZDYxZTViNWY2ZTMwYzQ0OGI0NWQ2YzM1MDNiOWI4ZjEwYWViYmYwMGNjYjVlNDE5YjNmNjU
4MGNjYjM2OnA6VDpO);

Private individuals will log into the system through strong electronic
identification with online banking credentials or mobile ID. Legal entities will
need the number of the shareholder's book-entry account together with the
business ID or other identification code for the login. If a legal entity is
using Suomi.fi e-Authorization, the registration of the authorized person
requires strong electronic identification with online banking credentials or
mobile ID.

b)      by email investor.relations@teleste.com; or

c)       by telephone +358 (0)40596 3012 (from Monday to Friday between 9 a.m.
and 4 p.m. Finnish time).

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

A shareholder, his/her representative or proxy representative shall, on demand,
be able to prove his/her identity and/or right to representation at the meeting
venue.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of the shares based on which he/she on the record date
of the General Meeting, 10 April 2026, 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 17 April
2026 by 10 a.m. 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
necessary instructions regarding the temporary registration in the shareholders'
register of the Company, the issuing of proxy documents and voting instructions
as well as the registration for the General Meeting from his/her custodian bank.
The account manager of the custodian bank has to 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
by the time stated above.

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights
at the 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. A template for a proxy document is available on the Company's
website at
www.teleste.com/AGM (https://protect.checkpoint.com/v2/___http://www.teleste.com/
AGM___.YzJlOnRlbGVzdGVveWo6YzpvOjVlM2ZkMTY5M2IxZmM3MmU0OGJkMThkZGI1YTYwZWNlOjY6YT
M0NzplZGVkZDYxZTViNWY2ZTMwYzQ0OGI0NWQ2YzM1MDNiOWI4ZjEwYWViYmYwMGNjYjVlNDE5YjNmNjU
4MGNjYjM2OnA6VDpO). Should a shareholder participate in the meeting by means of
several proxy representatives representing the shareholder with shares in
different book-entry accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration.

Any proxy documents are requested to be delivered in originals to the address
Teleste Corporation, Investor Relations, P.O. Box 323, FI-20101 Turku, Finland
or by email to investor.relations@teleste.com before the end of the registration
period. In addition to the delivery of proxy documents, the shareholder or
his/her proxy representative shall ensure the registration for the General
Meeting as described above in this notice.

Shareholders that are legal entities may also, as an alternative to traditional
proxy authorization documents, use the electronic Suomi.fi authorization service
for authorizing their proxy representatives. The representative is mandated in
the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization
topic “Representation at the General Meeting”). When registering for the General
Meeting in the general meeting service on the Company's website, authorized
representatives shall identify themselves with strong electronic authentication,
after which the electronic mandate is automatically verified. For more
information on the electronic authorizations, see http://www.suomi.fi/e
-authorizations.

1. Other information

The language of the meeting is Finnish.

A shareholder present at the General Meeting has a right to ask questions at the
General Meeting about matters on the agenda of the meeting in accordance with
Chapter 5, Section 25 of the Finnish Companies Act.

Changes in the share ownership after the record date of the General Meeting do
not affect the right to participate in the General Meeting or the shareholder's
number of votes.

On the date of the notice to the General Meeting, Teleste Corporation has a
total of 18,985,588 shares representing an equal number of votes. On 12 March
2026, the Company has a total of 685,602 own shares in its possession that
cannot be used to vote at the Annual General Meeting.

In Turku, March 12, 2026

TELESTE CORPORATION

Board of Directors

Further information:

Esa Harju

President and CEO

tel. +358 (0)40596 3012

Distribution:

Nasdaq Helsinki

Main media

www.teleste.com

About Teleste
Teleste offers an integrated product and service portfolio that makes it
possible to build and run a better networked society. Our solutions bring
television and broadband services to you, secure your safety in
public places and guide your use of public transport. With solid industry
experience and drive for innovations, we are a leading international company in
broadband, security and information technologies and related services. We
connect with our customers through a global network of offices and partners. In
2025, Teleste's net sales reached EUR 138,6 million and it
had approximately 630 employees. Teleste is listed on Nasdaq Helsinki. For more
information, visit www.teleste.com.