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2008-03-28 09:07:16 CET 2008-03-28 09:08:01 CET SÄÄNNELTY TIETO SSH Communications Security - Decisions of general meetingTHE ANNUAL GENERAL MEETING OF SSH COMMUNICATIONS SECURITY CORP ON 27 MARCH 2008SSH COMMUNICATIONS SECURITY CORP STOCK EXCHANGE RELEASE March 28, 2008 The Annual General Meeting of SSH was held 27 March 2008, and the Meeting has unanimously confirmed the financial statements and has decided that the Board of Directors and the President and CEO are discharged from liability for the financial year 1 January 2007 - 31 December 2007. The Annual General Meeting authorized the Board of Directors to decide on dividend distribution and/or on distribution of assets from the invested unrestricted equity fund. By virtue of the authorization, the distributed assets can be a maximum of 0.15 euro per share and 4,350,000.00 euros in total. The authorization is valid until 31 December 2008. Further, the Board of Directors was authorized to lower the subscription price of shares that can be subscribed on the grounds of the stock option plans released by the Company between years 2000 and 2003, at an amount which equates the distribution of assets. In the Annual General Meeting, Mr. Tomi Laamanen, Mr. Pyry Lautsuo, Mr. Juha Mikkonen, Mr. Timo Ritakallio and Mr. Tatu Ylönen were elected as the directors in the Board of Directors. Immediately after the Annual General Meeting, the Board of Directors held an organizing meeting and re-elected Tomi Laamanen as the chairman of the Board. The Annual General Meeting re-elected the Authorized Public Accounting Firm PricewaterhouseCoopers Oy as the auditor of the company, with Mr. Henrik Sormunen as the main responsible auditor. The Annual General Meeting decided to amend the Articles of Association by deleting Section 3 concerning the minimum and maximum share capital and by deleting the minimum and maximum number of shares from Section 4, by deleting information about personal deputy members and about the quorum of the Board of Directors from Section 5, by amending Section 7 concerning the authorization to sign for the company so that the wording corresponds to the terminology in the new Finnish Companies Act, by extending the maximum time for the invitation to the Annual General Meeting to three months before the Meeting in Section 11, by amending Section 12 concerning the Annual General Meeting to correspond to the terminology in the new Finnish Companies Act and by adding the mentions concerning the relations in the group of companies, by simplifying Section 13 concerning the book-entry system of securities, and by deleting Section 14 concerning the record date procedure. It was also decided, that the section numbering in the Articles of Association will be changed to correspond to the changes mentioned above. 2009 The Annual General Meeting decided to authorize the Board of Directors to decide on the issuing of a maximum of 5,500,000 shares in one or more tranches. The shares can be issued against payment or by giving stock options or other special rights defined in Chapter 10 Section 1 of the Finnish Companies Act, with or without the shareholders' pre-emptive right to share subscriptions. The authorization is valid until the next Annual General Meeting, and will expire on 30 June at the latest. The Annual General Meeting decided to renounce the share premium reserve by transferring the whole amount from the share premium reserve to the invested unrestricted equity fund of the Company. The decreasing of the share premium reserve still requires the procedure of protecting the creditors as defined in Chapter 14 of the Finnish Companies Act. The Annual General Meeting further decided that with new shares that will be subscribed on the grounds of option plans emitted by the Company between years 2000 and 2003, the part of the share subscription price exceeding the par value will be registered to the invested unrestricted equity fund. SSH COMMUNICATIONS SECURITY CORP Arto Vainio CEO Further information: Arto Vainio, CEO, tel: +358 20 500 7400 Mika Peuranen, CFO, tel: +358 20 500 7419 Distribution: OMX Nordic Exchange Helsinki The Main Media www.ssh.com |
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