Stonesoft - Company Announcement

NOTICE TO THE ANNUAL GENERAL MEETING OF STONESOFT CORPORATION

Stonesoft Corporation Stock Exchange Release March 22, 2010 at 15.00 PM

NOTICE TO THE ANNUAL GENERAL MEETING OF STONESOFT CORPORATION

Notice is given to the shareholders of Stonesoft Corporation to the Annual
General Meeting to be held on April 22, 2010 at 3:00 PM at the head office of
the company at Itälahdenkatu 22 A, 00210 Helsinki, Finland. The reception of
persons who have registered for the meeting and coffee service will start at
2:30 PM.


A. MATTERS ON THE AGENDA OF THE 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 2009

  * 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 that the loss of the financial year January
1, 2009 - December 31, 2009 will be transferred to the Profit/Loss account and
no dividend will be distributed.

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

Shareholders representing over 35 % of the shares and votes in the company have
proposed that the remuneration of a member of the Board of Directors will be EUR
2,000 per month and 15,000 stock option rights under the Option Plan 2008 (7,500
stock options in categories C and D) and remuneration of the chairman of the
Board of Directors will be EUR 4,000 per month and 15,000 stock option rights
under the Option Plan 2008 (7,500 stock options in categories C and D). In
addition, the above-mentioned shareholders have proposed that the company's main
shareholders will not be paid any remuneration for their membership in the Board
of Directors.

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

Shareholders representing over 35 % of the shares and votes in the company have
proposed that the number of members of the Board of Directors will be five (5).

12. Election of the members of the Board of Directors

Shareholders representing over 35 % of the shares and votes in the company have
proposed that the following persons will be re-elected to the Board of
Directors: Ilkka Hiidenheimo, Timo Syrjälä, Hannu Turunen and Matti Viljo. Jukka
Manner is proposed to be elected as a new member to the Board of Directors.
Above-mentioned persons have given their approval to the election. Personal data
of the each candidate can be found at www.stonesoft.com<http://www.stonesoft.com/> (Investor Relations).

13. Resolution on the remuneration of the auditor

The Board of Directors proposes that the auditors' remuneration will be paid
according to the auditors' invoice approved by the company.

14. Election of auditor

The Board of Directors proposes that Ernst & Young Oy, Certified Public
Accountants, APA Bengt Nyholm as the auditor with main responsibility, will be
elected as the auditor.

15. The Board of Directors' proposal for the amendment of Article 8 of the
Articles of Association

The Board of Directors proposes that Article 8 of the Articles of Association
with respect to notice period and delivery of notice be amended so that a notice
to a General Meeting shall be issued on the company's website not earlier than
three (3) calendar months and not later than three (3) weeks before the General
Meeting, but in any case at least nine (9) days before the record date of the
General Meeting. The Board of Directors can, within in its discretion, also
publish the notice in one selected newspaper.


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

The Board of Directors proposes that the General Meeting will authorize the
Board of Directors to decide on the issuance of shares, options and other
special rights, in one or several issues, so that the total number of new shares
may be 11,450,000 at the maximum.

Based on the authorization the Board of Directors may decide on issuance of
shares to the shareholders according to the shareholders´ pre-emptive
subscription rights as well as in a directed issuance of shares or stock options
or other special rights in deviation from the shareholders´ pre-emptive
subscription rights in case the deviation is justified by a weighty financial
reason for the company, such as financing of an acquisition, other arrangement
concerning the business of the company or development of its capital structure,
or incentive to the company's personnel.

The Board of Directors will be authorized to decide on other terms and
conditions related to the share issues and to the issuance of option or other
special rights.

The authorization is proposed to be in force until the end of the 2011 AGM.
17. Closing of the meeting


B. DOCUMENTS OF THE GENERAL MEETING

The above-mentioned proposals of the Board of Directors relating to the agenda
of the General Meeting as well as this notice are available on Stonesoft
Corporation's website at www.stonesoft.com <http://www.stonesoft.com/> (Investor
Relations). The annual report of Stonesoft Corporation, including the company's
annual accounts, the report of the Board of Directors and the auditor's report,
is available on the above-mentioned website no later than April 1, 2010. The
proposals by the Board of Directors and the annual accounts are also available
at the meeting and 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 as from May 6, 2010.


C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered in the shareholders' register of the company
held by Euroclear Finland Ltd. on April 12, 2010, 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 wants to participate in the General Meeting, shall register
for the meeting no later than April 13, 2010 by 4:00 PM by giving a prior notice
of participation. The notice of participation should be delivered to the company
before the deadline for registration.

Notice of participation to the meeting can be given:

a) by email  kokous2010@stonesoft.com <mailto:kokous2010@stonesoft.com>;

b) by telephone from Monday through Friday 9:00 AM - 3:00 PM  tel. +358 9
4767 11/reception;

c) by telefax +358 9 4767 1348, or

d) by regular mail to Stonesoft Corporation, Legal, Itälahdenkatu 22 A, 00210
Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name and
personal identification number of a possible assistant or proxy representative.

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.


2. 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 securities
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 to the company as
an attachment to email, by telefax or by regular mail prior to the closing of
the registration.


3. Holders of nominee registered shares

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the 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 will register a holder of nominee registered shares, who wants to
participate in the General Meeting, to be temporarily entered into the
shareholders' register of the company at the latest April 19, 2010 at 10:00 AM.


4. Other information

On the date of this notice to the General Meeting, the total number of shares
and votes in Stonesoft Corporation is 57,302,732.

Helsinki March 22, 2010

STONESOFT CORPORATION
The Board of Directors

For further information:

Ilkka Hiidenheimo, CEO, Stonesoft Corporation
Tel.  358 9 476 711
E-mail: ilkka.hiidenheimo@stonesoft.com


Distribution:
NASDAQ OMX Helsinki Ltd
Main media
www.stonesoft.com


[HUG#1396095]

Attachments:

NOTICE TO THE ANNUAL GENERAL MEETING OF STONESOFT CORPORATION.pdf