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2013-04-03 16:45:00 CEST 2013-04-03 16:45:02 CEST REGULATED INFORMATION F-Secure Oyj - Decisions of general meetingResolutions of the Annual General Meeting of F-Secure CorporationResolutions of the Annual General Meeting of F-Secure Corporation Stock exchange release April 3, 2013 at 5.45 p.m. The Annual General Meeting of F-Secure Corporation was held on April 3, 2013. The Meeting confirmed the financial statements for the financial year 2012. The members of the Board and the President and CEO were granted a 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, which will be paid to those shareholders that on the record date of April 8, 2013 are registered in the Register of Shareholders held by Euroclear Finland Ltd. The dividend will be paid on April 16, 2013. Members of the Board and Auditors It was decided that the annual compensation remain on a previous year's level; for the chairman is EUR 55,000, for the chairmen of Executive and Audit Committee EUR 40,000 and for members EUR 30,000. Approximately 40% of the annual remuneration will be paid as company shares. It was decided that the number of Board members would be seven (7). The current members were re-elected: Mr. Jussi Arovaara, Ms. Sari Baldauf, Mr. Pertti Ervi, Mr. Juho Malmberg, Ms. Anu Nissinen and Mr. Risto Siilasmaa. Mr. Matti Heikkonen as a new member of the Board of Directors. The Board elected in the first meeting Mr. Siilasmaa as the Chairman of the Board. The Board nominated Mr. Siilasmaa as the Chairman of the Executive Committee and Ms. Baldauf and Ms. Nissinen as members of the Executive Committee. Mr. Ervi was nominated as the chairman of the Audit Committee and Mr. Arovaara, Mr. Heikkonen and Mr. Malmberg were nominated as members of the Audit Committee. It was decided that auditor's fee will be paid against approved invoice. Ernst& Young Oy was elected the Group's auditors. APA, Mr. Erkka Talvinko is acting as responsible partner. Authorizing the Board of Directors to purchase the Company's own shares It was decided that the Board of Directors may pass a resolution to purchase a maximum of 10,000,000 shares of the Company. The amount represents approximately 6.3% of all the shares issued by the Company. The authorization would be valid for one year. The authorization covers the purchase of shares through public trading on the NASDAQ OMX Helsinki Ltd. in accordance with its rules or through a public tender offer made to the shareholders of the Company. The consideration payable for the shares shall be based on the market price. In purchasing of the Company's own shares derivative, share lending and other contracts customary to the capital markets may be concluded pursuant to law and applicable legal provisions. The authorization entitles the Board of Directors to pass a resolution to purchase the shares by deviating from the shareholders' pre-emptive rights (directed purchase) subject to the provisions of the applicable law. The own shares will be purchased to be used for making acquisitions or implementing other arrangements related to the Company's business, to improve the Company's financial structure, to be used as part of the incentive compensation plan or for the purpose of otherwise assigning or cancelling the shares. The Board of Directors shall have the right to decide on other matters related to the purchase of the Company's own shares. Authorizing the Board of Directors to decide on a transfer of own shares of the Company The Annual General Meeting authorized the Board of Directors to decide on a transfer of a maximum of 13,415,835 own shares of the Company either against consideration or without payment. The authorization would be valid for one year. The Board of Directors is authorized to transfer the shares in deviation from the shareholders' pre-emptive rights (directed transfer) subject to the provisions of the applicable law. The shares may be transferred as a consideration to finance acquisitions or in other arrangements and used as part of the equity-based incentive plans of the Company as decided by the Board of Directors. The Board of Directors shall also have the right to sell the shares through public trading on the NASDAQ OMX Helsinki Ltd. The Board of Directors shall have the right to decide on other matters related to a transfer of own shares. Authorizing the Board of Directors to decide on issuance of shares It was decided by the Annual General Meeting that the Board of Directors is authorized to decide on the issuance of shares. The amount of shares to be issued based on this authorization shall not exceed 40,000,000 shares. Board of Directors decides on all the conditions of the issuance of shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization is valid for 18 months. In connection with registering this authorization, the authorization by the AGM 2012 for a directed share issue shall be reversed. F-Secure Corporation Christian Fredrikson President and CEO Additional information: F-Secure Corporation Christian Fredrikson, President and CEO, tel. +358 9 2520 0700 Taneli Virtanen, CFO, tel. +358 9 2520 5655 Katariina Kataja, IR, tel. +358 40 661 6884 http://www.f-secure.com |
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