2016-02-17 08:00:02 CET

2016-02-17 08:00:02 CET


REGULATED INFORMATION

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F-Secure Oyj - Financial Statement Release

F-Secure Corporation's financial statements 2015


F-Secure Corporation, Stock exchange release, February 17, 2016 at 09:00 (EET)

F-Secure’s Board of Directors has signed the financial statements for the year
2015, and the auditors have submitted the Auditor’s report. F-Secure's
financial results for 2015 were published in the Company’s Q4/FY 2015 interim
report on February 5, 2016. 

Board of Directors' Proposals to the Annual General Meeting:

1) Dividend proposal

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 Company's financial
position is strong and the cash flow from operations is expected to remain
positive. This gives the Company a possibility to simultaneously invest in
growth and increase dividends to shareholders. The total amount of dividends
would be approximately EUR 18.7 million. The parent Company's distributable
shareholders’ equity is EUR 64.3 million. 

2) Authorizing the Board of Directors to repurchase 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
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. 

3) 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 shares outstanding and entered into
the Trade Registry, 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. 

4) 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. The Auditor’s
fee is proposed to be paid against approved invoice. 

Annual General Meeting

The Annual General Meeting is to be held in Helsinki on Thursday, April 7,
2016. Notice for the Annual General Meeting will be published on March 10, 2016
at the latest. 

F-Secure Corporation
Board of Directors



Additional information:

F-Secure Corporation

Christian Fredrikson, President and CEO, tel. +358 9 2520 0700
Saila Miettinen-Lähde, CFO, tel. +358 9 2520 0700