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2009-02-12 08:00:00 CET 2009-02-12 08:00:02 CET REGULATED INFORMATION F-Secure Oyj - Company AnnouncementF-Secure Corporation's financial statements 2008 and the Board of Directors' proposals to the Annual General MeetingStock exchange release February 12, 2009 at 9.00 am F-Secure Corporation's financial statements 2008 The Board of Directors signed the financial statements for the year 2008 on February 11, 2009, and the auditors submitted their report. The Group's financial statements bulletin was published on January 29, 2009. Proposals by the Board to the Annual General Meeting 1) Dividend proposal The Board proposes to the Annual General Meeting that a dividend of EUR 0.07 per share be paid for the year 2008. The total amount of dividends would be approximately EUR 10.9 million. The parent company's distributable shareholder's equity is EUR 37.6 million. 2) The authorization of the Board of Directors to decide on a directed share issue The Board proposes to the General Annual meeting to authorize the Board to decide on one or more directed share issues and their terms. The maximum cumulative number of issued new shares is 40.000.000. The authorization is valid for 18 months. 3) The authorization of the Board of Directors to repurchase the company's own shares The Board proposes that the Board of Directors may pass a resolution to repurchase a maximum of 14.500.000 shares of the Company. The proposed number of shares represents approximately 9.25% of all the shares issued by the Company. The authorization would be valid for one (1) 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. 4) The authorization of 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 15.500.000 own shares of the Company either against consideration or without payment. The authorization would be valid for one (1) 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. Financial calendar for 2009 The annual report for 2008 will be published in mid-March. The Annual General Meeting is scheduled to be held on Thursday March 26, 2008. The Interim reports for 2009 will be published on April 23 (Q1), July 28 (Q2) and October 22 (Q3). F-Secure Corporation Board of Directors Additional information: F-Secure Corporation Kimmo Alkio, President and CEO, tel. +358 9 2520 5550 Taneli Virtanen, CFO, tel. +358 9 2520 5655 Mervi Pohjoisaho, Investor Relations, tel. +358 40 535 8989 |
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