2016-04-07 16:51:34 CEST

2016-04-07 16:51:34 CEST


REGULATED INFORMATION

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F-Secure Oyj - Decisions of general meeting

Resolutions of the Annual General Meeting of F-Secure Corporation


Stock exchange release, 7 April 2016 at 5.50 pm (EEST)

The Annual General Meeting of F-Secure Corporation was held on 7 April 2016.
The Meeting confirmed the financial statements for the financial year 2015. The
members of the Board and the President and CEO were granted discharge from
liability. In addition, the Annual General Meeting made the following
decisions: 

Dividend

The Annual General Meeting decided to distribute a dividend of EUR 0.06 per
share and an extra dividend of EUR 0.06 per share, which will be paid to those
shareholders that on the record date of 11 April 2016 are registered in the
Register of Shareholders held by Euroclear Finland Ltd. The dividend will be
paid on 19 April  2016. 

Board of Directors and Auditors

It was decided that the annual compensation of Board members remains on a
previous year's level: for the Chairman EUR 55,000, Chairmen of the Executive
and Audit Committees EUR 40,000, members EUR 30,000 and member employed by
F-Secure Corporation EUR 10,000. Approximately 40% of the annual remuneration
will be paid as company shares. 

It was decided that the number of Board members is seven (7).

The following current members were re-elected: Mr. Jussi Arovaara, Mr. Pertti
Ervi, Mr. Matti Heikkonen, Ms. Anu Nissinen and Mr. Risto Siilasmaa. Mr. Bruce
Oreck and Mr. Janne Pirttilahti were elected as new members of the Board.  The
Board elected in its organizational meeting Mr. Siilasmaa as the Chairman of
the Board. The Board nominated Mr. Siilasmaa as the Chairman of the Executive
Committee and Mr. Heikkonen, Mr. Malmberg and Ms. Nissinen as members of the
Executive Committee. Mr. Ervi was nominated as the Chairman of the Audit
Committee and Mr. Arovaara, Mr. Oreck and Mr. Pirttilahti were nominated as
members of the Audit Committee. 

It was decided that the Auditor's fee will be paid against approved invoice.
PricewaterhouseCoopers Oy was elected the Group's auditors. APA, Mr. Janne
Rajalahti acts as the responsible partner. 

Authorizing the Board of Directors to repurchase the Company's own shares

It was decided that the Board of Directors may pass a resolution to repurchase
a maximum of 10,000,000 own shares of the company in one or multiple tranches
with the Company's unrestricted equity. The authorization entitles the Board of
Directors to decide on the repurchase also in deviation from the proportional
holdings of the shareholders (directed repurchase). The authorization covers
the repurchase of shares either in trading at the regulated market organized by
NASDAQ Helsinki Ltd in accordance with its rules and guidelines, in which case
the shares must be purchased at the prevailing market price at the time of
repurchase, or through a public tender offer to the shareholders, in which case
the price offered must be the same for all shareholders. The repurchased shares
will be used for making acquisitions or implementing other arrangements related
to the Company's business, for improving the Company's financial structure, for
use as part of the Company's incentive schemes or otherwise for further
assigning or cancelling the shares. The authorization includes the right for
the Board of Directors to decide upon all other terms and conditions related to
the repurchase of the Company's own shares. The authorization is valid for 12
months, and the previous authorization granted to the Board of Directors by the
2015 Annual General Meeting regarding the repurchase of the Company's own
shares expired upon the new authorization. 

Authorizing the Board of Directors to decide on the issuance of shares and
other special rights entitling to shares 

The Annual General Meeting authorized the Board of Directors to decide on the
issuance of a maximum of 31,000,000 shares or the issuance of special rights
entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited
Liability Companies Act in one or multiple tranches. The authorization concerns
both the issuance of new shares as well as the transfer of treasury shares. The
authorization includes the right for the Board of Directors to decide upon all
terms and conditions related to the issuance of shares and special rights. The
issuance of shares may be carried out in deviation from the shareholders'
pre-emptive rights (directed  issue). The authorization can be used for
implementing potential acquisitions, other arrangements or equity-based
incentive plans or for other purposes decided by the Board of Directors. The
Board of Directors also has the right to decide on the sale of Company shares
at the regulated market in accordance with NASDAQ Helsinki Ltd's rules and
regulations. The authorization is valid for 18 months, and the previous
authorization granted to the Board of Directors by the 2015 Annual General
Meeting regarding the issuance of shares and transfer of own shares expired
upon the new authorization. 

F-Secure Corporation

Christian Fredrikson President and CEO



Additional information:

F-Secure Corporation

Christian Fredrikson, President and CEO, tel. +358 9 2520 070

Saila Miettinen-Lähde, CFO, tel. +358 9 2520 070

Tapio Pesola, IR Manager, tel. +358 9 2520 070

http://www.f-secure.com