2013-02-14 15:00:02 CET

2013-02-14 15:00:08 CET


REGULATED INFORMATION

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F-Secure Oyj - Company Announcement

F-Secure Corporation’s financial statements 2012 and the Board of Directors’ proposals to the Annual General Meeting


F-Secure Corporation
Stock exchange release
February 14, 2013

F-Secure Corporation's financial statements 2012

The Board of Directors signed the financial statements for the year 2012 on
February 14, 2013, and the auditors submitted their report. F-Secure's
full-year 2012 financial results were published on February 1, 2013. 

Board of Directors' Proposals to the Annual General Meeting

1) Dividend proposal

The Board proposes to the Annual General Meeting that a dividend of EUR 0.06
per share is to be paid for the year 2012. The total amount of dividends would
be approximately EUR 9.3 million. The parent company's distributable
shareholder's equity is EUR 43.9 million. 

2) Authorizing the Board of Directors to repurchase the company's own shares

The Board of Directors proposes that the Board of Directors may pass a
resolution to purchase a maximum of 10.000.000 of the Company. The proposed
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. 

3) Authorizing the Board of Directors to decide on a transfer of own shares of
the company 

The Board of Directors proposes that the Annual General Meeting authorizes 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. 

4) Authorizing the Board of Directors to decide on the issuance of shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be 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 Board
of Directors proposes that 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. 

Annual General Meeting

The Annual General Meeting is to be held in Helsinki on Wednesday, April 3,
2013. Notice for the Annual General Meeting will be published on March 13, 2013
at the latest. 

F-Secure Corporation
Board of Directors

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, Investor Relations, tel. +358 40 661 6884