SSH Communications Security Oyj - Notice to general meeting

Notice of Annual General Meeting of SSH Communications Security Corporation

Helsinki, Finland, 2013-02-27 09:00 CET (GLOBE NEWSWIRE) -- SSH COMMUNICATIONS
SECURITY CORPORATION   NOTICE TO CONVENE ANNUAL GENERAL MEETING   FEBRUARY 27,
2013 AT 10:00 A.M. 

Notice of Annual General Meeting of SSH Communications Security Corporation

The Board of Directors of SSH Communications Security Corporation calls the
Annual General Meeting on March 20th 2013. 

The Annual General Meeting of SSH Communications Security Corporation shall be
held on Wednesday March 20th 2013 from 10.00 a.m. at the address: Taitotalon
Kongressikeskus, Valimotie 8, 00380 HELSINKI (Conference Room Strategia). The
reception of those who have given a notice to attend the Meeting shall begin at
9.30 a.m. 

A. THE MATTERS TO BE DISCUSSED AT THE ANNUAL GENERAL MEETING

The following matters shall be discussed at the Meeting:

1. OPENING OF THE MEETING

2. ELECTING THE CHAIRMAN AND SECRETARY OF THE MEETING

3. ELECTING A PERSON TO SCRUTINIZE THE MINUTES AND A PERSON TO COUNT THE VOTES

4. LEGALITY AND QUORUM OF THE MEETING

5. ADOPTING THE AGENDA

6. CEO'S REVIEW

7. PRESENTING THE FINANCIAL STATEMENT, ANNUAL REPORT AND CONSOLIDATED FINANCIAL
STATEMENT FROM THE ACCOUNTING PERIOD OF 2012 AS WELL AS THE AUDITOR'S REPORT 

8. DECIDING UPON THE ADOPTION OF THE FINANCIAL STATEMENT AND CONSOLIDATED
FINANCIAL STATEMENT AS WELL AS THE TREATMENT OF PROFIT OF THE ACCOUNTING PERIOD 

The Board of Directors proposes to the Annual General Meeting that the profit
shown by the parent company's financial statement is registered into the profit
and loss account. 

9. DECIDING UPON THE DISCHARGE FROM LIABILITY TO THE BOARD MEMBERS AND CEO

10. DECIDING UPON THE NUMBER OF THE BOARD MEMBERS

Tatu Ylönen, who owns directly and indirectly in total approximately 57,7 % 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
three (3). 

11. DECIDING UPON THE FEES OF THE BOARD MEMBERS

Tatu Ylönen, who owns directly and indirectly in total approximately 57,7 % of
the company's voting rights, has announced to the company that he will propose
at the Annual General Meeting that every Board member outside the company would
receive an annual fee of 18,000 euro, and the chairman of the Board would
receive an annual fee of 24,000 euro for the term in office ending at the next
Annual General Meeting. 

12. ELECTING THE BOARD MEMBERS

Tatu Ylönen, who owns directly and indirectly in total approximately 57,7 % of
the company's voting rights, has announced to the company that he will propose
at the Annual General Meeting that Sami Ahvenniemi, Päivi Hautamäki and CEO
Tatu Ylönen would be re-elected to the Board of Directors. Assetman Ltd. has
announced to support this proposal. 

13. DECIDING UPON THE AUDITOR'S FEE

The Board of Directors proposes that auditors shall be paid in accordance with
an invoice. 

14. ELECTING THE AUDITOR AND POSSIBLE DEPUTY AUDITOR

The Board of Directors proposes that the authorized public accountants of KPMG
Oy Ab are re-elected as the auditor. KPMG Oy Ab has informed that Kirsi
Jantunen, APA, will continue as the principle auditor. 

15. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON THE
ISSUING OF SHARES AGAINST PAYMENT AND UPON THE ISSUING OF STOCK OPTIONS AND
OTHER SPECIAL RIGHTS WHICH ENTITLE TO SHARES IN ACCORDANCE WITH THE BOARD'S
PROPOSAL 

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, as referred to in Chapter 10 Section 1 of the Finnish Companies
Act, on the following terms: 

The authorization entitles the Board of Directors to decide upon 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 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, it can be either
issuing of new shares or transfer of own shares which the company possibly has
in its possession. Based on the authorization, the Board of Directors shall
have the same rights as the Annual General Meeting to decide upon the issuing
of shares against payment and special rights (including stock options) in
accordance with Chapter 10 Section 1 of the Finnish 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
upon who are entitled to the shares and/or stock options or special rights in
accordance with Chapter 10 Section 1 of the Finnish Companies Act as well as
upon the related compensation, subscription and payment periods and upon the
registering of the subscription price into the share capital or invested
non-restricted equity fund within the limits of the Finnish Companies Act. 

The authorization will be valid until the next Annual General Meeting, but will
however expire at the latest on June 30th 2014. 

16. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON THE
ACQUIRING OF OWN SHARES 

The Board of Directors proposes that the Annual General Meeting would authorize
the Board of Directors to decide upon 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 would be possible to acquire a maximum of 2 000 000 own shares of
the company with assets belonging to the company's non-restricted equity. This
amount corresponds approximately to 6,50 percent of all the shares of the
company. The shares can also be acquired otherwise than in proportion to the
holdings of the existing shareholders (targeted repurchase). 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, in order 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 shall decide upon 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 the latest on June 30th 2014. 

17. CLOSING THE MEETING

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The financial statements, Board's proposals to the Annual General Meeting with
their appendices and other documents to be displayed for public inspection in
accordance with the Finnish Companies Act are available to the shareholders on
the company's website at www.ssh.com and in the headquarters at the address
Takomotie 8, 00380 Helsinki. The annual report is available on the company's
website starting from March 8th 2013. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING

1. Right to attend the Meeting and notice to attend

A shareholder who is no later than on Friday March 8th 2013 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 Friday March 15rd 2013 at 4.00
p.m. A shareholder shall give the notice to attend the Meeting either by mail
to SSH Communications Security Oyj, Laura Grönberg, Takomotie 8, 00380 Helsinki
or by fax to number +358 20 500 7001 or by e-mail to info@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 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 will register a holder of nominee-registered
shares, who wants to participate in the Annual General Meeting, temporarily
into the company's shareholders' register by March 15th 2013 at 10.00 a.m. 

4. Other information

The invitation to the Annual General Meeting will be published in the newspaper
Helsingin Sanomat on Wednesday 27th of February 2013. The invitation shall also
be available on the website of SSH Communications Security Corporation at
www.ssh.com from 27th 2013. 

On the date of the invitation, the total number of the company's shares and
voting rights is 30.750.983. All shares of the company belong to the same type. 

Helsinki, February 22, 2013

SSH Communications Security Corporation
Board of Directors


For further information, please contact:
Tatu Ylönen, CEO, tel. +358 20 500 7000
Jyrki Lalla, CFO, tel. +358 45 340 4641

Distribution:
NASDAQ OMX Helsinki Ltd.
Major media
www.ssh.com