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2009-03-04 12:15:00 CET 2009-03-04 12:15:12 CET REGULATED INFORMATION SSH Communications Security - Decisions of general meetingTHE ANNUAL GENERAL MEETING OF SSH COMMUNICATIONS SECURITY CORP ON MARCH 4TH 2009SSH COMMUNICATIONS SECURITY CORP STOCK EXCHANGE RELEASE March 4th 2009 AT 1:15 P.M. THE ANNUAL GENERAL MEETING OF SSH COMMUNICATIONS SECURITY CORP ON MARCH 4TH 2009 The Annual General Meeting of SSH held on March 4th 2009 has unanimously confirmed the financial statement and the consolidated financial statement and granted the discharge from liability to the Board members and CEO who have been active during the accounting period between January 1st 2008 and December 31st 2008. The Annual General Meeting decided upon the distribution of assets from the invested non-restricted equity fund to the shareholders in such a way that assets shall be distributed 0.30 euro per share. The amount to be distributed is in total 8,595,680.40 euro. The return of equity shall be paid to the shareholders who on the record date on March 9th 2009 are registered in the shareholders' register of the company held by Euroclear Finland Oy, and the payment date shall be on March 16th 2009. Furthermore, the Annual General Meeting decided to lower the subscription price of the shares, which can be subscribed based on the option plans released by the company between years 2000-2008, with an amount corresponding to the distribution of assets, i.e. 0.30 euro per option right. The subscription price of the shares shall, however, always have at least the same value as the par value. The option plans meant in the decision and released by the company between years 2000-2008 are the option rights given on July 10th 2000 (P003), on September 13th 2000 (P004), on March 22nd 2001 (P006), on April 11th 2002 (P009), on June 26th 2002 (P011), on April 29th 2003 (P012), on April 29th 2003 (P013) and on December 16th 2008 (P014). Tomi Laamanen, Pyry Lautsuo, Juho Lipsanen, Juha Mikkonen and Tatu Ylönen were elected in the Annual General Meeting as the directors in the Board of Directors of the company. In the organizing meeting of the Board of Directors held immediately after the Annual General Meeting, Juho Lipsanen was elected as the chairman of the Board of Directors. The Authorized Public Accountants PricewaterhouseCoopers Oy was re-elected as the auditor of the company, with Henrik Sormunen as the accountant with the main responsibility. The Annual General Meeting approved the Board of Directors' proposal to authorize the Board of Directors to decide upon the issuing of in total 5,500,000 shares in one or more tranches as share issues against payment or by giving stock options or other special rights defined in Chapter 10 Section 1 of the Finnish Companies Act, which entitle to shares either according to the shareholders' pre-emptive right to share subscription or deviating from this right. The authorization will be valid until the next Annual General Meeting, but will expire on June 30th 2010 at the latest. The Annual General Meeting authorized the Board of Directors to decide upon acquiring a maximum of 2,000,000 of the company's own shares in one or more tranches, which amount corresponds approximately to seven (7) per cent of all shares of the company. The compensation to be paid for the acquired shares shall be determined on the date of acquisition on the basis of a trading rate determined for the company's share in a public trading arranged by NASDAQ OMX Helsinki Ltd. The authorization to acquire the shares shall be valid at most for eighteen (18) months after the decision of the Annual General Meeting. SSH COMMUNICATIONS SECURITY CORP Jari Mielonen CEO Additional information: Pekka Rauhala, General Counsel, tel. +358 20 500 7522 Distribution: NASDAQ OMX Helsinki Oy The Main Media www.ssh.com |
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