Teleste Corporation
Stock exchange release
April 23, 2026 at 9:30 a.m. EEST
DECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTE CORPORATION
The Annual General Meeting of Teleste Corporation held on 22 April 2026 adopted
the financial statements and the consolidated financial statements, discharged
the members of the Board of Directors and the CEO from liability and approved
the remuneration report of the Company's governing bodies for the financial year
2025.
The Annual General Meeting resolved in accordance with the proposal of the Board
of Directors that, based on the adopted balance sheet, a dividend of EUR 0.08
per share shall be paid for the financial period that ended on 31 December 2025,
for shares other than those held by the Company. The dividend is paid in two
instalments. The first instalment of the dividend, EUR 0.05 per share, shall be
paid to a shareholder who is registered in the company's shareholder register
maintained by Euroclear Finland Oy on the record date of the first dividend
instalment, 30 June 2026. The dividend shall be paid on 7 July 2026. The second
instalment of the dividend, EUR 0.03 per share, shall be paid to a shareholder
who is registered in the company's shareholder register maintained by Euroclear
Finland Oy on the record date of the second dividend instalment, 30 December
2026. The dividend shall be paid on 7 January 2027.
The General Meeting decided the number of members of the Board of Directors to
be six. Mr. Timo Luukkainen, Mr. Jussi Himanen, Mr. Vesa Korpimies, Ms. Mirel
Leino-Haltia, Ms. Anni Ronkainen and Mr. Kai Telanne were elected as members of
the Board of Directors.
The annual remunerations to be paid to the members of the Board of Directors
were decided to be as follows: EUR 66,000 per year for the Chair and EUR 33,000
per year for each member. The annual remuneration of the member of the Board of
Directors who acts as the Chair of the Audit Committee shall be EUR 49,000 per
year. 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. In addition, members of the Board of Directors shall
be paid a meeting fee of EUR 400 for each board meeting they attend. Board
members' travel expenses shall be reimbursed in accordance with the company's
prevailing practice.
Members of the board committees shall be paid a meeting fee of EUR 400 for each
committee meeting they attend, with the exception of the Chair of the Board, who
shall not be paid per-meeting fees for committee meetings, and the Chair of the
Audit Committee, who shall not be paid per-meeting fees for audit committee
meetings.
PricewaterhouseCoopers Oy, an Authorized Public Accountant firm, was elected as
the auditor of the Company, and PricewaterhouseCoopers Oy has appointed Mr.
Markku Launis, APA, as the principally responsible auditor. It was decided to
pay the auditor's compensation against an invoice approved by the Company.
BDO Oy, an Authorized Sustainability Audit Firm, was elected as the
sustainability reporting assurer of the Company, and BDO Oy has appointed Ms.
Riitta Laine, APA, Authorized Sustainability Auditor, as the principally
responsible sustainability auditor. It was decided to pay the sustainability
reporting assurer's compensation against an invoice approved by the Company.
However, if the Company is exempted from the statutory sustainability reporting
obligation in respect of the financial year 2026 and decides not to prepare a
sustainability report for the financial year 2026 in accordance with the
Accounting Act, no statutory assurance is required either.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY'S
OWN SHARES
The General Meeting decided to authorize the Board of Directors to decide on
repurchasing the Company's own shares in accordance with the proposal of the
Board of Directors. Based on the authorization, the Board of Directors may
repurchase a maximum of 1,200,000 own shares of the Company otherwise than in
proportion to the holdings of the shareholders by using the non-restricted
equity through trading on a regulated market organized by Nasdaq Helsinki Ltd at
the market price prevailing at the time of acquisition.
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.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AND
SPECIAL RIGHTS ENTITLING TO SHARES
The General Meeting decided to authorize 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 in accordance with the proposal of the Board of Directors.
New shares may be issued, and the Company's own shares held by the Company may
be conveyed either against payment or for free. 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. The new shares may also be
issued in a free share issue to the Company itself.
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.
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 above
maximum number of new shares and own shares held by the Company.
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.
ORGANISATIONAL MEETING OF THE BOARD OF DIRECTORS
The Board of Directors, which convened after the Annual General Meeting, elected
Mr. Timo Luukkainen as its Chair.
The composition of the Audit Committee of the Board of Directors was decided as
follows:
Ms. Mirel Leino-Haltia, Chair
Mr. Jussi Himanen, Member
Mr. Vesa Korpimies, Member.
The composition of the Personnel and Remuneration Committee of the Board of
Directors was decided as follows:
Mr. Kai Telanne, Chair
Mr. Timo Luukkainen, Member
Ms. Anni Ronkainen, Member.
Further information:
Esa Harju, CEO
Tel. +358 40596 3012
investor.relations@teleste.com
Distribution:
Nasdaq Helsinki
Main Media
www.teleste.com
About Teleste:
Teleste offersan integrated product and service portfolio that makes it possible
to build and run a better networked society. Our solutions bring television and
broadband services toyou, secure your safety in publicplacesand 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'snet sales reached
EUR138,6million and it hadapproximately630employees.Teleste is listed on Nasdaq
Helsinki.For more information, visitwww.teleste.com.