Financial Report - Comptel

2004. The total number of 1,000,000 C warrants
entitles to subscribe a maximum of
1,000,000 Comptel shares. The share capital
after subscription of shares may increase by
a maximum of EUR 20,000. The subscription
period of the C warrants begun on
15 June 2004 and expires on 31 December
2008.
The Board of Directors of Comptel
Corporation decided on April 24, 2006 to
cancel 1,236,600 2001 A and D warrants
that were held by its fully owned subsidiary
Comptel Communications Oy. Following
the cancellation of warrants, the share capital
of Comptel Corporation may increase by
maximum of 55,268 euros.
Merger of 2001 B and 2001 C
warrants
Helsinki Stock Exchange merged Comptel
Corporation’s 2001 C option rights together
with 2001 B option rights as of August 19,
2005. The options are traded under code
CTL1VEW201, ISIN code FI0009612964
and orderbook id 26011. Number of warrants
valid in trading is 2,000,000. New
merged 2001 B/C option rights will expire
on December 31, 2008. Each 2001 B/C
option-right entitles to subscribe one (1)
Comptel Corporation’s share at a price of
EUR 2.51. The total exchange in the review
period was 475,150 shares and the closing
price was EUR 0.36.
Warrant programme 2006
The Annual General Meeting decided on
March 13, 2006 to issue warrants to the
key personnel of Comptel Group, as well as
to a wholly owned subsidiary of Comptel
Corporation. It was decided to disapply the
pre-emptive rights of existing shareholders,
since the warrants are intended as part of an
incentive and commitment program for the
key personnel. The maximum total number
of warrants issued shall be 4,200,000. Of the
stock options, 1,400,000 shall be marked
with the symbol A, 1,400,000 shall be
marked with the symbol B and 1,400,000
shall be marked with the symbol C. The
share subscription price for warrant 2006A
shall be the trade volume weighted average
quotation of the Comptel Corporation
share on the Helsinki Stock Exchange during
1 April–30 April 2006 (EUR 1.84), for
warrant 2006B the trade volume weighted
average quotation of the Comptel Corporation
share on the Helsinki Stock Exchange
during 1 April–30 April 2007 and for warrant
2006C the trade volume weighted average
quotation of the Comptel Corporation
share on the Helsinki Stock Exchange during
1 April–30 April 2008.
The share subscription period shall
be: for warrant 2006A, 1 November 2008
–30 November 2010, for warrant 2006B,
1 November 2009–30 November 2011 and
for warrant 2006C, 1 November 2010–30
November 2012.
As a result of the subscriptions with
the 2006 warrants, the share capital of
Comptel Corporation may be increased
by a maximum of 4,200,00 new shares or
by a total of EUR 84,000. At the end of the
review period, 4,200,000 warrants were
distributed and these can be exercised to
subscribe 4,200,000 shares of Comptel
Corporation. A number of 2,960,000 of
these warrants were granted to Comptel’s
subsidiary Comptel Communications.
Share-based incentive plan
In 2006, Comptel started a new incentive
plan for Comptel Group key personnel.
The reward is based on the growth of the
Comptel Group’s turnover and on the development
of operating profit. The reward
will be paid partly in Company shares and
partly in cash payment in 2007. Beneficiaries
are prohibited from transferring the
shares within two years from the end of the
earning period. The Board of Directors of
Comptel Corporation will annually determine
those key personnel who will belong
to the target group of the system and their
maximum rewards. In 2006, there were 15
key persons in the system.
Management Interests
Members of the Board of Directors and the
President and CEO own:
• a total of 0.220 per cent of the company’s
outstanding shares and warrants
• 0.053 per cent of the votes and share
capital
• the warrants can provide them with
0.240 per cent of the votes and share
capital
Shareholding by owner group on December 31, 2006
Foreign 257,597 0.24
Nominee registered 7,263,762 6.79
0
Joint accounts and waiting list 0 0
Number of shares 107,054,810 100
COMPTEL FINANCIAL STATEMENTS
Shares
% of total
Companies 29,369,496 27.43
Finance and insurace companies 45,149,227 42.17
Public sector entities 9,370,074 8.75
Non-profi t making entities 2,169,835 2.03
Private households 20,738,581 19.37