Stonesoft - Corporate Action

PROPOSALS OF THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING

Stonesoft Corporation Stock Exchange Release, April 1, 2008

PROPOSALS OF THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING

The Annual General Meeting (AGM) of Stonesoft Corporation will be
held on April 23, 2008, starting at 3.00 p.m. at the head office of
the company, Itälahdenkatu 22 A, 00210 Helsinki, Finland. The
invitation to the AGM will be published later on.


The proposals of the Board of Directors are the following:

1. A PROPOSAL BY THE BOARD OF DIRECTORS ON AN AUTHORIZATION FOR THE
BOARD OF DIRECTORS

Stonesoft has stated in a Stock Exchange Release announced on October
25, 2007 that in order to strengthen the company's capital structure
with an additional cash reserve and to ensure the continuance of the
positive development in the future in line with the company's
strategy and growth plan, the main shareholders of the company have
informed the company of their readiness to invest at least three (3)
million Euros in the company in form of convertible bond. Based on
this information the Board of Directors started to prepare a proposal
for the (AGM) to issue a convertible bond to be directed to a limited
number of investors with the aim to ensure additional funding of 3-5
million euros to the company, if needed. According to the assessment
made by the Board of Directors the company does not need additional
funding at present. Furthermore, the arrangement would, especially in
the current situation of the financial market, cause additional costs
to the company. Therefore, the Board of Directors has decided to
propose that the AGM, instead of issuing a directed convertible bond,
would grant to the Board of Directors an authorization that would
enable the arrangement of additional funding through issuing of a
directed convertible bond, if needed.

Based on the above, the Board of Directors proposes that

1. AGM will, by canceling the authorization granted by the AGM in
2007, authorize the Board of Directors to issue new shares in one or
several issues and to grant option and other special rights. The
total number of shares or rights to the shares issued may be
11.450.000 at the maximum. The cancellation of the previous
authorization will become valid by the registration of the new
authorization.

2. The new shares to be issued in a new issue and/or the option or
special rights may be offered for subscription either according to
the shareholders' pre-emptive subscription rights or in deviation
from the shareholders' pre-emptive subscription right, in case the
deviation is justified by a weighty financial reason for the company,
such as financing of an acquisition, enabling of a joint venture
transaction, providing of additional financial alternatives, and/or
an arrangement for incentive program directed to the company's
personnel.

3. The issue may be directed partly or in full to the main
shareholders, Ilkka Hiidenheimo and Hannu Turunen, who have
reconfirmed to be ready to invest at least three (3) million Euros in
the company in form of convertible bond in order to strengthen the
company's capital structure with an additional cash reserve and to
ensure the continuance of the positive development in the future in
line with the company's strategy and growth plan. The commitment
given by the main shareholders is in force until the end of the AGM
in 2009.

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

5. The authorization would be in force until the end of the AGM in
2009.


2. DISTRIBUTION OF DIVIDEND

The Board of Directors proposes that the loss of the financial year
be transferred to the Profit/Loss account.


3. ELECTION AND REMUNERATION OF AUDITOR

The Board of Directors proposes, that company's current auditor,
Ernst & Young Oy, Certified Public Accountants, auditor Pekka Luoma
with the main responsibility, will continue in this task. The Board
of Directors further proposes that the fee of the auditor will be
paid according to the auditors invoice.


Helsinki, 31 March 2008


Stonesoft Corporation
Board of Directors


For further information, please contact:

CEO Ilkka Hiidenheimo, Stonesoft Corporation
Tel. +358-9 47 67 11
ilkka.hiidenheimo@stonesoft.com


Stonesoft Corporation
Ilkka Hiidenheimo
Chief Executive Officer

Distribution:
OMX Nordic Exchange Helsinki
www.stonesoft.com

Attachments:

The proposals of the Board of Directors for the AGM