SSH Communications Security Oyj - Notice to general meeting

NOTICE TO SSH COMMUNICATIONS SECURITY CORPORATIONS’ ANNUAL GENERAL MEETING

Helsinki, Finland, 2017-03-08 15:00 CET (GLOBE NEWSWIRE) -- 

The shareholders of SSH Communications Security Corporation are invited to the
Annual General Meeting, which is held on Wednesday March 29th 2017 starting at
10.00 a.m. at the address Taitotalon Kongressikeskus, Auditorio Fakta,
Valimotie 8, 00380 Helsinki. The reception of the shareholders who have
registered for the Meeting will commence at 9.30 a.m. 

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING


The following matters will be considered at the Annual General Meeting:


  1. OPENING OF THE MEETING
  2. ELECTION OF THE CHAIRMAN AND SECRETARY OF THE MEETING
  3. ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING
     OF VOTES
  4. RECORDING THE LEGALITY AND THE QUORUM OF THE MEETING 
  5. ADOPTING THE AGENDA
  6. CEO’S REVIEW 
  7. PRESENTATION OF THE FINANCIAL STATEMENTS, ANNUAL REPORT AND CONSOLIDATED
     FINANCIAL STATEMENTS AS WELL AS THE AUDITOR’S REPORT
  8. ADOPTION OF THE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS
     AS WELL AS THE TREATMENT OF THE PROFIT OF THE ACCOUNTING PERIOD
     
     The Board of Directors proposes to the Annual General Meeting that the loss
     shown by the parent company’s financial statement is registered into the
     profit and loss account and no dividend will be paid.
  9. RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND
     THE CEO FROM LIABILITY
 10. RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS
     
     Tatu Ylönen, who owns directly and indirectly in total approximately 52,2 %
     of the company’s voting rights, has announced to the company that he will
     propose at the Annual General Meeting that the number of the Board members
     would be five (5).
 11. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
     
     Tatu Ylönen, who owns directly and indirectly in total approximately 52,2 %
     of the company's voting rights, has announced to the company that he will
     propose at the Annual General Meeting that Board Members would receive an
     annual fee of 20,000 euros, and the Chairman of the Board would receive an
     annual fee of 30,000 euros for the term in office ending in the next Annual
     General Meeting.
 12. ELECTION OF THE MEMBERS FOR THE BOARD OF DIRECTORS
     
     Tatu Ylönen, who owns directly and indirectly in total approximately 52,2 %
     of the company’s voting rights, has announced to the company that he will
     propose at the Annual General Meeting that the following persons would be
     elected to the Board of Directors:
     
     
Tatu Ylönen
         Timo Syrjälä
         Jukka Manner
     
Petri Kuivala (new member)
         Ari Vänttinen (new member)
 13. RESOLUTION ON THE REMUNERATION OF THE AUDITOR
     
     The Board of Directors proposes that auditors shall be paid in accordance
     with an invoice.
 14. ELECTION OF THE AUDITOR AND POSSIBLE DEPUTY AUDITOR
     
     The Board of Directors proposes that the authorized public accountants
     Ernst & Young Ltd. are elected as the auditor of the company. Ernst & Young
     Ltd. has informed that Erkka Talvinko, Authorized Public Accountant, would
     continue as the principle auditor.
 15. RESOLUTION ON AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON ISSUING OF
     SHARES AGAINST PAYMENT AND ON ISSUING OF STOCK OPTIONS AND OTHER SPECIAL
     RIGHTS WHICH ENTITLE TO SHARES
     
     The Board of Directors proposes that the Annual General Meeting authorizes,
     reversing the previous authorizations, the Board of Directors to decide on
     issuing of shares against payment and issuing of stock options and other
     special rights, referred to in Chapter 10 Section 1 of the Finnish Limited
     Liability Companies Act, on the following terms:
     
     The authorization entitles the Board of Directors to decide on the issuing
     of a maximum of 6,000,000 shares as a share issue against payment or by
     giving stock options or other special rights entitling to shares, in
     accordance with Chapter 10 Section 1 of the Finnish Limited Liability
     Companies Act, either according to the shareholders’ pre-emptive right to
     share subscription or deviating from this right, in one or more tranches.
     Based on the authorization, either new shares can be issued or own shares,
     which the company possibly has in its possession, can be transferred. Based
     on the authorization, the Board of Directors has the same right as the
     Annual General Meeting to decide on the issuing of shares against payment
     and special rights (including stock options) in accordance with Chapter 10
     Section 1 of the Finnish Limited Liability Companies Act. Thereby, the
     authorization to be given to the Board of Directors includes, inter alia,
     the right to deviate from the shareholders’ pre-emptive rights with
     directed issues providing that the company has a weighty financial reason
     for the deviation in respect of the share issue against payment.
     
     Furthermore, the authorization includes the Board of Directors’ right to
     decide who are entitled to the shares and/or stock options or special
     rights in accordance with Chapter 10 Section 1 of the Finnish Limited
     Liability Companies Act as well as on the related compensation,
     subscription and payment periods and on the registering of the subscription
     price into the share capital or invested non-restricted equity fund within
     the limits of the Finnish Limited Liability Companies Act.
     
     The authorization will be valid until the next Annual General Meeting, but
     will however expire at latest on June 30th 2018.
 16. RESOLUTION ON AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUIRING
     OF OWN SHARES
     
     The Board of Directors proposes that the Annual General Meeting authorizes
     the Board of Directors to decide on the acquiring of the company’s own
     shares in one or more tranches on the following terms:
     
     Based on the authorization concerning the acquiring of the company’s own
     shares, it is possible to acquire a maximum of 2,000,000 shares of the
     company with assets belonging to the company’s non-restricted equity. The
     shares can also be acquired otherwise than in proportion to the holdings of
     the existing shareholders (directed acquisition). The maximum compensation
     to be paid for the acquired shares shall be the market price at the time of
     purchase, which is determined in the public trading.
     
     The Board of Directors proposes that the authorization for the acquiring of
     the company’s own shares would be used, inter alia, to strengthen the
     company's capital structure, to finance and realize corporate acquisitions
     and other arrangements, to realize the share-based incentive programs of
     the company or otherwise to be kept by the company, to be transferred for
     other purposes or to be cancelled. The acquisition of shares reduces the
     company’s distributable non-restricted equity.
     
     Decision concerning the acquiring of own shares cannot be made so that the
     combined amount of the own shares which are in the possession of, or held
     as pledges by, the company or its subsidiaries exceeds one-tenth of all
     shares. The Board of Directors decides on all other matters related to the
     acquisition of shares.
     
     The authorization will be valid until the next Annual General Meeting, but
     will however expire at latest on June 30th 2018.
 17. CLOSING THE MEETING

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING


The proposals made to the Annual General Meeting, the financial statements of
SSH Communications Security Corporation, the consolidated financial statements,
the annual report, the auditor´s report and this invitation are available to
the shareholders on the company’s website at www.ssh.com and in the
headquarters of the company at the address Kornetintie 3, FI-00380 Helsinki, no
later than three weeks before the Annual General Meeting. These documents are
also available at the Annual General Meeting and will be sent to the
shareholders upon request. The minutes of the Annual General Meeting will be
published on the company´s website no later than April 12th, 2017. 


C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING


  1. Right to attend the meeting and notice of participation
     
     A shareholder who is no later than on March 17th 2017 registered as a
     shareholder in the shareholders’ register held by Euroclear Finland Ltd has
     the right to attend the Meeting. A shareholder whose shares have been
     registered into his/her personal Finnish book-entry account has been
     registered in the company’s shareholders’ register.
     
     A shareholder who wishes to attend the Annual General Meeting shall give a
     notice to attend the Meeting no later than on March 24th 2017 at 4.00 p.m.,
     by which time the notice shall be at the company. The notice to attend the
     Meeting shall be given either by mail to SSH Communications Security Oyj,
     Esko Anttila, Kornetintie 3, 00380 Helsinki or by e-mail to agm@ssh.com.
     The name and contact information of the shareholder as well as the name of
     a potential representative or assistant are requested to be submitted
     concurrently with the notice to attend.
  2. Proxy representative and powers of attorney
     
     A shareholder may exercise his/her rights by way of proxy representation at
     the Annual General Meeting. A proxy representative shall present a dated
     proxy document or otherwise in a reliable manner demonstrate his/her right
     to represent the shareholder. If a shareholder participates in the Annual
     General Meeting by means of several proxy representatives, who represent
     the shareholder with shares on different securities accounts, the shares by
     which each proxy representative represents the shareholder shall be
     identified in connection with the notice to attend the Meeting.
     
     Possible proxy documents are requested to be delivered to the address
     mentioned in section C.1 before the period for giving a notice to attend
     the Meeting terminates.
  3. Holders of nominee-registered shares
     
     A holder of nominee-registered shares has the right to attend the Annual
     General Meeting based on the shares, which would entitle the holder of the
     nominee-registered shares to be registered in the shareholders’ register
     held by Euroclear Finland Oy on March 17th 2017.
     
     In order to attend, it is also required that the holder of the
     nominee-registered shares is temporarily registered into the company’s
     shareholders’ register by March 24th 2017 at 10.00 a.m. This temporary
     registration will be regarded as the notice to attend the Meeting. A holder
     of nominee-registered shares is advised to request without delay necessary
     instructions regarding the registration in the shareholders’ register of
     the company, the issuing of proxy documents and notice to attend the Annual
     General Meeting from his/her custodian bank. The account management
     organization of the custodian bank shall register a holder of
     nominee-registered shares, who wants to participate in the Annual General
     Meeting, temporarily into the company’s shareholders’ register by the date
     specified above.
  4. Other information
     
     Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability
     Companies Act, a shareholder who is present at the Annual General Meeting
     has the right to request information with respect to the matters to be
     considered at the Meeting.
     
     On the date of the invitation, the total number of the company’s shares and
     voting rights is
34,655,333
. All shares of the company belong to the same type.


Helsinki, March 8th 2017

SSH Communications Security Corporation
Board of Directors

For further information, please contact:
Kaisa Olkkonen, CEO, tel. +358 40 579 5216
Helena Kukkonen, CFO, tel. +358 40 835 3440

Distribution:
Nasdaq Helsinki Ltd.
Major media
www.ssh.com