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2009-02-04 08:05:00 CET 2009-02-04 08:05:01 CET REGULATED INFORMATION SSH Communications Security - Notice to general meetingTHE BOARD OF DIRECTORS OF SSH CALLS THE ANNUAL GENERAL MEETING ON MARCH 4TH 2009SSH COMMUNICATIONS SECURITY CORP STOCK EXCHANGE RELEASE FEBRUARY 4, 2009 AT 9:05 A.M. The Board of Directors of SSH calls the Annual General Meeting on March 4th 2009 AGENDA FOR THE ANNUAL GENERAL MEETING OF SSH ON MARCH 4TH 2009 The Annual General Meeting of SSH Communications Security Corp. shall be held on Wednesday March 4th 2009 from 10.00 a.m. in the head office of the company, Valimotie 17, 00380 Helsinki. In addition to the matters defined in the Finnish Companies Act and Section 11 of the Articles of Association of SSH also other matters mentioned hereinafter shall be discussed in the meeting: 1. Matters that according to the Finnish Companies Act and Section 11 of the Articles of Association of SSH belong to the Annual General Meeting - The financial statement, annual report, consolidated financial statements and auditor's report will be presented. - The financial statement and consolidated financial statements will be confirmed. - The discharging of the Board of Directors and the CEO from liability will be decided upon. - The number of members in the Board of Directors, and the remuneration for the directors and the auditor will be decided upon. - The directors and the auditor will be elected. 2. Proposal of the Board of Directors for the distribution of assets from the invested non-restricted equity fund and for the resultant changes to be made to the company's option plans The Board of Directors proposes to the Annual General Meeting that the company would distribute 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 total to be paid to the shareholders as a return of equity would be in total approximately 8.6 million euro based on the shares that are registered into the Trade Register at this moment. The Board proposes that the share-specific return shall be paid to the shareholders who on the record date March 9th 2009 are registered in the shareholders' register of the company held by Euroclear Finland Ltd.(prev. Finnish Central Securities Depository Ltd.) The date of payment shall be March 16th 2009. Relating to the distribution of assets the Board of Directors proposes to the Annual General Meeting that also the subscription price of the shares which can be subscribed for and which belong to the option plans released by the company between years 2000-2008 shall be lowered with an amount corresponding to the distribution of assets, i.e. 0.30 euro per each option right. However, the subscription price of the shares shall always have at least the same value as the par value. The amendment of the option terms in respect of lowering the subscription price (with 0.30 euro) concerns thereby the following option plans released by the company: I/2000, Plan July 10th 2000, II/2000, II/2002, III/2002, I/2003, II/2003 and I/2008. 3. Proposal of the Board of Directors for 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 The authorization proposed to by the Board of Directors concerns the issuing of a maximum of 5,500,000 shares as a share issue 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, in one or more tranches. On the basis of the authorization the company can either issue new shares or transfer its own shares which the company possibly has in its possession. By virtue of the authorization, the Board of Directors shall have the same rights as the Annual General Meeting has to decide upon the issuing of shares against payment and special rights (including option rights) according to Chapter 10 Section 1 of the Finnish Companies Act. The authorization will be valid until the next Annual General Meeting, but will expire on June 30th 2010, at the latest. 4. Proposal of the Board of Directors for authorizing the Board of Directors to decide upon the acquiring of the company's own shares The Board of Directors of SSH Communications Security Corp. proposes to the Annual General Meeting that the Board of Directors shall be authorized to decide upon the acquiring of the company's own shares in one or more tranches. By virtue of the authorization concerning the acquiring of the company's own shares it would be possible to acquire a maximum of 2,000,000 shares of the company with the company's non-restricted equity. This 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 public trading arranged by NASDAQ OMX Helsinki Ltd. The shares shall be acquired at the market price determined in the public trading arranged by NASDAQ OMX Helsinki Ltd at the time of purchase. The shares are not acquired in proportion to the holdings of the shareholders as they are purchased in public trading. The shares shall be acquired according to the rules of NASDAQ OMX Helsinki Ltd concerning the acquiring of a company's own shares as well as also otherwise according to the provisions concerning the acquiring of a company's own shares. The Board of Directors proposes that the authorization for the acquiring of the company's own shares would inter alia be used 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 acquiring of shares will reduce the company's distributable non-restricted equity. The authorization to acquire shares shall be valid at most for eighteen (18) months after the decision of the Annual General Meeting. Auditor According to the recommendation of the company's audit committee the Board of Directors proposes that the Annual General Meeting re-elects the Authorized Public Accountants PricewaterhouseCoopers Oy as the auditor of the company, with Mr. Henrik Sormunen, APA, as the auditor with the main responsibility. Right to attend the Meeting A shareholder who is not later than on Sunday February 22nd 2009 registered as a shareholder in the shareholders' register held by Euroclear Finland Ltd (prev. Finnish Central Securities Depository Ltd) has the right to attend the Annual General Meeting. A foreign shareholder holding nominee-registered shares can on February 22nd 2009 be temporarily registered in the shareholders' register in order to give him/her the right to attend the Meeting. The administrators of the shareholder's property shall upon request report the foreign shareholders holding nominee-registered shares into the shareholders' register which will be drawn up for the Annual General Meeting. Registration of the Meeting A shareholder who according to the above mentioned rules has the right to attend the Annual General Meeting and who wants to use his/her vote in the Meeting must register to the Meeting not later than on Friday February 27th 2009 at 4.00 p.m. Registration to the Meeting can be done either by mail to SSH Communications Security Corp., Erja Salo, room 3002, Valimotie 17, 00380 Helsinki; or by fax to number +358 20 500 7011; or by e-mail to erja.salo@ssh.com. Potential proxies are requested to be submitted concurrently with the preliminary registration to the meeting. The financial statements, proposals of the Board of Directors and other documents to be displayed for public inspection according to the Finnish Companies Act shall be kept available for the shareholders' inspection on the company's website at www.ssh.com as well as in the company's head office at the address room 3002, Valimotie 17, 00380 Helsinki, Finland. The annual report will be available on the company's website from week 9. The invitation to the Annual General Meeting will be published in the newspaper Helsingin Sanomat on Sunday February 8th 2009. The invitation will also be available on the website of SSH Communications Security Corp at www.ssh.com as from February 9th 2009 onwards. In Helsinki, on February 4th 2009 The Board of Directors Contact information: Jari Mielonen, CEO, tel. +358 20 500 7400 Mika Peuranen, CFO, tel. +358 20 500 7419 Distribution: NASDAQ OMX Helsinki Ltd. The Main Media www.ssh.com |
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