F-Secure Oyj - Notice to general meeting

Notice to the F-Secure Annual General Meeting

F-Secure Corporation, Stock exchange release, March 10, 2016 at 9.00 a.m. (EET)

Notice is given to the shareholders of F-Secure Corporation of the Annual
General Meeting to be held on Thursday, April 7, 2016 at 3:30 p.m. at company
headquarters (address: Tammasaarenkatu 7, Helsinki). The reception of persons
who have registered for the meeting and the distribution of voting tickets will
commence at 2:45 p.m. 



A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes 

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors
and the auditor’s report for the year 2015 

Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.06 and an extra dividend of EUR 0.06 per share be paid based on the
adopted balance sheet for the financial year 2015. The total amount of
dividends would be approximately EUR 18.7 million. The company's distributable
shareholder's equity is EUR 64.3 million.The dividend would be paid to
shareholders who on the record date for the dividend payment on April 11, 2016
are recorded in the shareholders’ register held by Euroclear Finland Ltd. The
dividend would be paid on April 19, 2016. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors’ Executive Committee proposes to the Annual General
Meeting that annual remuneration of the Board members would be as follows:
Chairman EUR 55,000, Chairman of committees EUR 40,000, other members EUR
30,000 and members employed by F-Secure Corporation EUR 10,000. Approximately
40% of the annual remuneration would be paid as company shares acquired in
accordance with the Board’s decision. The company will pay any transfer tax
related to the acquisition of company shares. Travel expenses will be paid in
accordance with company policy. In addition the Chairman of the Board will
receive secretary services, a phone benefit, broadband connection and a
personal computer. 

11. Resolution on the number of members of the Board of Directors

The Executive Committee proposes to the Annual General Meeting that the Board
of Directors would consist of seven (7) members. 

12. Election of members of the Board of Directors

The Executive Committee proposes that Risto Siilasmaa, Pertti Ervi, Jussi
Arovaara, Matti Heikkonen and Anu Nissinen would be re-elected. Board member
Juho Malmberg has announced that he will not be available as a member of the
Board of Directors of F-Secure Corporation. The Executive Committee further
proposes that Bruce Oreck and a candidate elected from F-Secure Corporation’s
personnel, whose election process is ongoing at the moment, would be elected as
new members to the Board of Directors. 

This proposal to the annual general meeting will be complemented as soon as the
election process has been completed.The election process will take place as
follows: an election will be arranged for F-Secure corporation’s personnel.
Each permanent employee of F-Secure Corporation is eligible as a candidate. The
Executive Committee will interview three persons who have obtained the highest
vote in the elections, and choose a candidate from amongst them to be proposed
for election as a new member of the Board by the Annual General Meeting. 

All members are proposed to be elected for a term that will continue until the
closing of the next Annual General Meeting. Said nominees have given their
consent to the election, except for the member elected from the personnel,
whose consent will be given prior to complementing this proposal. The Board
members’ personal details are available at the company’s website at
www.f-secure.com/agm. The personal details of the member of the Board to be
elected from F-Secure personnel will be announced in the same place as soon as
the election has been completed. 

The contents of this notice departs from the first recommendation of the
Finnish Corporate Governance Code 2015 due to the fact that all nominated
members of the Board of Directors cannot be named. As the Executive Committee
believes it is important that a person from F-Secure’s personnel will be
nominated as a member of the Board and as the election process is ongoing, the
Executive Committee finds that there is a justified reason to depart from the
recommendation of the Corporate Governance Code. 

13. Resolution on the remuneration of the Auditor

The company’s Audit Committee proposes that Auditors’ fee would be paid against
approved invoice. 

14. Election of Auditor

The company's Audit Committee proposes to the Annual General Meeting that
Pricewaterhouse Coopers Oy be elected as the company's Auditor. 

15. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares 

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the repurchase of 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 OMX
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 scheme 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 proposed to be
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 would expire upon the new authorization. 

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

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the issuance of a maximum of 31,000,000
shares, representing 19.5 per cent of the company’s shares entered in the Trade
Register, 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 proposed to be 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 would expire upon the new
authorization. 

17. Closing of the meeting



B. Documents of the Annual General Meeting

The proposals for the matters on the agenda of the Annual General Meeting as
well as this notice are available on company’s website at www.f-secure.com/agm.
The annual report, the report of the Board of Directors and the auditor’s
report of F-Secure are available on the above-mentioned website no later than
March 17, 2016. The proposals for decisions and the other above-mentioned
documents are also available at the meeting. Copies of these documents and of
this notice will be sent to shareholders upon request. The minutes of the
meeting will be available on the above-mentioned website no later than April
21, 2016. 



C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on March 24, 2016 in the shareholders’
register of the company held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders’ register of the company. 

A shareholder, who is registered in the shareholders’ register of the company
and who wants to participate in the general meeting, shall register for the
meeting no later than April 4, 2016 by 4 p.m. by giving a prior notice of
participation, which shall be received by the company no later than on the
above-mentioned date. Such notice can be given: 

a) Internet: www.f-secure.com/agm

b) Telephone: +358 9 2520 4800 (Mon - Fri 9 a.m. - 4 p.m. Finnish time)

c) Regular mail: F-Secure Corporation, Reception/AGM, Tammasaarenkatu 7, PL 24,
00180 Helsinki, Finland 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to F-Secure
Corporation is used only in connection with the general meeting and with the
processing of related registrations. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. on March 24, 2016 would be entitled to be
registered in the shareholders’ register of the company held by Euroclear
Finland Ltd. The right to participate in the general meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders’ register held by Euroclear Finland Ltd. at the
latest on April 4, 2016 by 10 a.m. As regards nominee registered shares this
constitutes due registration for the general meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholder’s register of the company, the issuing of proxy documents and
registration for the general meeting from his/her custodian bank. The account
management organization of the custodian bank has to register a holder of
nominee registered shares, who wants to participate in the general meeting,
temporarily into the shareholders’ register of the company at the latest by the
time stated above. 

3. Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the general meeting.
When a shareholder participates in the general meeting by means of several
proxy representatives representing the shareholder with shares at different
book-entry accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
general meeting. Possible proxy documents should be delivered in originals to
the above mentioned address at the latest by April 4, 2016 by 4 p.m. 

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this notice to the general meeting the total number of shares in
F-Secure Corporation is 158,798,739 shares. Every share has one vote. 

In Helsinki, March 10, 2016



F-SECURE CORPORATION

Board of Directors





Additional information:

Tapio Pesola, IR Manager, F-Secure Corporation
+358 9 2520 0700
investor-relations@f-secure.com