Stonesoft - Notice to general meeting

Stonesoft Oyj :NOTICE TO THE ANNUAL GENERAL MEETING OF STONESOFT CORPORATION

Stonesoft Corporation Stock Exchange Release March 15, 2012 at 9.00 AM

NOTICE TO THE ANNUAL GENERAL MEETING OF STONESOFT CORPORATION

Notice is given to the shareholders of Stonesoft Corporation to the Annual
General Meeting to be held on April 25, 2012 at 3:00 PM at the head office of
the company at Itälahdenkatu 22 A, 00210 Helsinki, Finland. The reception of
persons who have registered for the meeting and coffee service will start at
2:30 PM.

A. MATTERS ON THE AGENDA OF THE 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 adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and
the auditor's report for the year 2011

  * Review by the CEO

7. Adoption of the annual accounts

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

The Board of Directors proposes that the loss of the financial year January
1, 2011 - December 31, 2011 will be transferred to the Profit/Loss account and
no dividend will be distributed.

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

10. Resolution on the remuneration of the members of the Board of Directors

According to information published in the Stock Exchange Release March 1, 2012,
the shareholders representing more than 34 per cent of all the shares and votes
of Stonesoft Corporation have notified the Board of Directors of the company
that they will propose to the Annual General Meeting that the annual
remuneration payable to the members of the Board of Directors would be EUR
60,000 per year for the Chairman of the Board of Directors and EUR 30,000 per
year for each member of the Board of Directors.

The annual remuneration is proposed to be disbursed so that for those Board
members whose direct or indirect ownership of Stonesoft Corporation is less than
100,000 shares, 50 per cent of the total gross compensation amount will be used
to purchase Stonesoft Corporation's shares in public trading through NASDAQ OMX
Helsinki Ltd directly for and on behalf of these Board members, and that the
rest of the annual remuneration of these Board members would be paid in cash.
The annual remuneration is proposed to be paid entirely in cash for those Board
members whose direct or indirect ownership of Stonesoft Corporation exceeds
100,000 shares.

The purchase of the shares that are paid as remuneration will take place within
the next five (5) trading days following the decision by the Annual General
Meeting. If the required amount of shares cannot be purchased during the
specified period in accordance with applicable rules and regulations, the part
of the annual remuneration to be paid in shares which could not be purchased can
be paid in cash.

In addition, it is proposed that remuneration would be paid for the work
performed within the committees of the Board of Directors so that the
remuneration would be EUR 4,000 per year for the Chairman of a committee and EUR
2,000 per year for each member of a committee. It is proposed that the
remuneration for committee work would be paid entirely in cash.

Neither the annual remuneration nor the remuneration for committee work is
payable to the members of the Board of the Directors who are employed by the
Company.

The proposal on the remuneration of the members of Board of Directors is based
on the recommendation by Alexander Corporate Finance.

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

According to information published in the Stock Exchange Release March 1, 2012,
the above-mentioned shareholders have further notified the Board of Directors of
the Company that they will propose to the Annual General Meeting that the number
of members of the Board of Directors would be six (6).

12. Election of the members of the Board of Directors

According to information published in the Stock Exchange Release March 1, 2012,
the above-mentioned shareholders have further notified the Board of Directors of
the Company that they will propose to the Annual General Meeting that the
current Board members Mr. Ilkka Hiidenheimo, Mr. Harri Koponen, Mr. Jukka
Manner, Mr. Timo Syrjälä ja Mr. Hannu Turunen would be re-elected as members of
the Board of Directors. In addition, Ms. Satu Yrjänen is proposed as a new
member to the Board of Directors. The curriculum vitae of Ms. Yrjänen is
presented below. The nominees have given their consent to the election.

Satu Yrjänen
Born 1967, M.Sc (Econ.)
Professional Experience: SEK Loyal Oy, Managing Director 2011->, Microsoft Oy;
Central Marketing Group Lead 2009-2011, Public Relation Director 2006-2008,
Marketing Manager, SMS&P and MSN.fi, 2001-2004. Euro RSCG/BNL; Communication
Consultant 2004-2005. 24/7 Media; Sales Director, 1999-2001. Several sales and
marketing positions in 1989-1999. Other professional memberships; MARK - The
Finnish Marketing Association since 2010, Chairman of Governance Board 2011 ->

Information about all the nominees and their shareholdings is published at the
corporate web site www.stonesoft.com / Investor Relations.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes on the recommendation of the Audit Committee
that the auditors' remuneration will be paid according to the auditors' invoice
approved by the company.

14. Election of auditor

The Board of Directors proposes on the recommendation of the Audit Committee
that Ernst & Young Oy, Certified Public Accountants, will be elected as the
auditor. Ernest & Young Oy has advised that it will appoint  Bengt Nyholm, APA
as the principally responsible auditor of the company.

15. Authorizing the Board of Directors to decide on the issuance of shares as
well as the issuance of options and other special rights entitling to shares

The Board of Directors proposes that the General Meeting will authorize the
Board of Directors to decide on the issuance of shares, options and other
special rights, in one or several issues, so that the total number of new shares
may be 12,600,000 at the maximum.

Based on the authorization the Board of Directors may decide on issuance of
shares to the shareholders according to the shareholders' pre-emptive
subscription rights as well as in a directed issuance of shares or stock options
or other special rights in deviation from the shareholders' pre-emptive
subscription rights in case the deviation is justified by a weighty financial
reason for the company, such as financing of an acquisition, other arrangement
concerning the business of the company or development of its capital structure,
or incentive to the company's personnel.

The Board of Directors will be authorized to decide on other terms and
conditions related to the share issues and to the issuance of option or other
special rights.

The authorization is proposed to be in force until the end of the 2013 AGM.


16. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

This notice to AGM, including the above-mentioned proposals is available at
Stonesoft Corporation's websitewww.stonesoft.com (Investor Relations). The
annual report of Stonesoft Corporation, including the company's annual accounts,
the report of the Board of Directors and the auditor's report, is available on
the above-mentioned website no later than April 4, 2012. This notice to the AGM
and the annual accounts are also available at the meeting. The minutes of the
meeting will be available at the above-mentioned website as from May 9, 2012.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on April 13, 2012 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 April 17, 2012 by giving a prior notice of
participation, which shall be received by the company no later than on the
above-mentioned date.

Such notice can be given:

a) by emailkokous2012@stonesoft.com;
b) by telephone from Monday through Friday 9:00 AM - 3:00 PM
tel. +358 9 4767 11/reception;
c) by telefax +358 9 4767 1348, or
d) by regular mail to Stonesoft Corporation, Legal, Itälahdenkatu 22 A, 00210
Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name and
personal identification number of a possible assistant or proxy representative.

The personal data given to the Stonesoft Oyj is used only in connection with the
General Meeting and with the processing of related registrations. The
shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.

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 13, 2012, 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 registered
into the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest by April 20, 2012 by 10.00 am. As regards nominee registered shares this
constitutes due registration for the general meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholder's
register of the company, the issuing of proxy documents and registration for the
general meeting from his/her custodian bank. The account management organization
of the custodian bank has to register a holder of nominee registered shares, who
wants to participate in the general meeting, into the temporary shareholders'
register of the company at the latest by the time stated above


3. 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. 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
Stonesoft Oyj, Legal, Itälahdenkatu 22 A, 00210 Helsinki before the last date
for registration.

4. Other instructions and information
Pursuant to chapter 5, section 25 of the 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.

The meeting will be conducted in Finnish.

On the date of this notice to the general meeting March 15, 2012, the total
number of shares in Stonesoft Oyj and votes represented by such shares is
63 492 482.

Helsinki March 14, 2012

STONESOFT CORPORATION
The Board of Directors

For further information:

Ilkka Hiidenheimo, CEO, Stonesoft Corporation
Tel. +358 9 476 711
E-mail: ilkka.hiidenheimo@stonesoft.com

Distribution:
NASDAQ OMX Helsinki Ltd
www.stonesoft.com

[HUG#1594230]