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2010-02-05 08:30:00 CET 2010-02-05 08:30:02 CET REGULATED INFORMATION SSH Communications Security - Notice to general meetingThe Board of Directors of SSH calls the Annual General Meeting on 3 March 2010SSH COMMUNICATIONS SECURITY CORP NOTICE TO CONVENE ANNUAL GENERAL MEETING February 5, 2010 at 9.30 a.m. The Board of Directors of SSH calls the Annual General Meeting on 3 March 2010 The Annual General Meeting of SSH Communications Security Corp shall be held on Wednesday 3 March 2010 from 10.00 a.m. at the address Valimotie 17, 00380 Helsinki. The reception of those who have given a notice to attend the Meeting shall begin at 9.00 a.m. A. THE MATTERS TO BE DISCUSSED AT THE ANNUAL GENERAL MEETING The following matters shall be discussed at the Meeting: 1. OPENING 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, THE REPORT BY THE BOARD OF DIRECTORS, AND THE CONSOLIDATED FINANCIAL STATEMENT FROM THE ACCOUNTING PERIOD OF 2009 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 LOSS 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. 9. DECIDING UPON THE TRANSFER OF ASSETS FROM THE INVESTED NON-RESTRICTED EQUITY FUND AND THE RELATED AMENDMENTS TO THE COMPANY'S OPTION PLANS The Board of Directors proposes to the Annual General Meeting that assets are distributed from the invested non-restricted equity fund to the shareholders of the company at 0.05 euro per share. The return of equity payable to the shareholders would be in total approximately 1.49 million euro calculated on the basis of the current shares in the Trade Register. The Board proposes that the share-specific return shall be paid to SSH shareholders registered in the shareholders' register held by Euroclear Finland Ltd on the record date 8 March 2010. The date of payment shall be 15 March 2010. Relating to the distribution of assets, the Board of Directors proposes that at the same time the subscription price of the shares, which can be subscribed for based on the SSH option plans released between years 2000-2002, shall be lowered by the same amount, i.e. 0.05 euro per option right. The subscription price of the shares shall, however, always have at least the same value as the par value. Thereby, the amendment of the option terms by lowering the subscription price (with 0.05 euro) concerns the following option plans released by the company: I/2000, Plan July 10th 2000, II/2000, II/2002 and III/2002. The proposal includes a right to the Board of Directors to decide upon other details concerning the distribution of assets. 10. DECIDING UPON THE DISCHARGE FROM LIABILITY TO THE BOARD MEMBERS AND THE CEO 11. DECIDING UPON THE NUMBER OF THE BOARD MEMBERS Tatu Ylönen and Assetman Oy, who own in total more than 50 % of the company's voting rights, have announced to the company that they will propose at the Annual General Meeting that the number of the Board members would be six (6). 12. DECIDING UPON THE FEES OF THE BOARD MEMBERS Tatu Ylönen and Assetman Oy, who own in total more than 50 % of the company's voting rights, have announced to the company that they will propose at the Annual General Meeting that every Board member outside the company would receive an annual fee of 24,000 euros, and the chairman of the Board would receive an annual fee of 48,000 euros for the term in office ending in the Annual General Meeting in 2011. Additionally, the named shareholders will propose at the Annual General Meeting that the chairs of the Audit Committee and the Nomination and Remuneration Committee would receive a fee of 500 euros per committee meeting, and the committee members would receive a fee of 300 euros per meeting. 13. ELECTING THE BOARD MEMBERS Tatu Ylönen and Assetman Oy, who own in total more than 50 % of the company's voting rights, have announced to the company that they will propose at the Annual General Meeting that Pyry Lautsuo, Juho Lipsanen, Juha Mikkonen and Tatu Ylönen would be re-elected to the Board of Directors, and that Juhani Harvela and Tiia Tuovinen would be elected as new members. 14. DECIDING UPON THE AUDITOR'S FEE The Board of Directors proposes upon the recommendation of the Audit Committee that auditors shall be paid according to their invoice. 15. ELECTING THE AUDITOR AND POSSIBLE DEPUTY AUDITOR The Board of Directors proposes upon the recommendation of the Audit Committee that the authorized public accountants KPMG Oy Ab are elected as the auditor with Kirsi Jantunen, APA, as the principle auditor. 16. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON SHARE ISSUES AGAINST PAYMENT AND UPON ISSUING STOCK OPTIONS AND OTHER SPECIAL RIGHTS WHICH ENTITLE TO SHARES The Board of Directors proposes to the Annual General Meeting of 3 March 2010 that previous authorizations are reversed, and a new authorization is given to the Board of Directors to decide upon a share issue and issuing of stock options and other special rights, 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 5,500,000 shares as a share issue against payment or by giving stock options or other special rights entitling to shares, defined in 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, the company can be either issue new shares or transfer its 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) defined in 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, provided that the company has a weighty financial reason for the deviation in respect of the share issue against payment. Considering the restrictions mentioned above, the authorization can be used, inter alia, for the development of the shareholder basis, strengthening of the company's capital structure, financing of corporate acquisitions and/or arrangements, executing of co-determination arrangements or commitment and incentive programs of the personnel. Furthermore, the authorization includes the Board of Directors' right to decide upon the people who are entitled to the shares and/or stock options or special rights defined in 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 defined in the Finnish Companies Act. The authorization will be valid until the next Annual General Meeting, but will expire on 30 June 2011, at the latest. 17. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON THE ACQUIRING OF OWN SHARES AND UPON THE DISTRESS OF OWN SHARES Authorization to acquire own shares The Board of Directors proposes that the Annual General Meeting shall authorize the Board to decide upon the acquiring of the company's own shares in one or more tranches. Based on the authorization, it would be possible to acquire at most 2,000,000 SSH shares with assets belonging to the company's non-restricted equity. This amount corresponds approximately to 6.69 per cent of all shares of the company. The price for the acquired shares shall be determined on the date of purchase on the basis of the trading rate of the company's share in the 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 a public trading. The shares shall be acquired in accordance with the rules of NASDAQ OMX Helsinki Ltd concerning the acquiring of the company's own shares as well as also otherwise in accordance with 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 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. Any acquisition of the company's own shares will reduce the company's distributable non-restricted equity. Authorization concerning the distress of own shares The Board of Directors proposes that the Annual General Meeting would authorize the Board to decide upon the distress of own shares, in one or more tranches, concerning a maximum of 1,500,000 own shares of the company. The amount corresponds approximately to 5.02 per cent of all shares of the company. The authorization could be used, inter alia, in order to strengthen the company's capital structure, to finance and realize corporate acquisitions and other arrangements as well as to realize the share-based incentive programs of the company. Other terms related to the authorizations Decisions concerning the acquiring or distressing of the company's own shares cannot be made so that the combined amount of the own shares which are in the possession of or distressed 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 and distress of shares. The authorization concerning the acquiring or distressing of shares shall be valid at most for eighteen (18) months from the decision of the Annual General Meeting. 18. AMENDING THE ARTICLES OF ASSOCIATION The Board of Directors proposes to the Annual General Meeting that sections 1, 8 and 10 of the Articles of Association would be amended as follows: The company name mentioned in Section 1 of the Articles of Association to be changed into Tectia Oyj in Finnish and into Tectia Corporation in English. Section 8 of the Articles of Association to be amended so that the auditor's term of office terminates at the end of the Annual General Meeting subsequent to the election in accordance with the presumption provision of the Finnish Companies Act. Section 10 of the Articles of Association to be amended in respect of the period for giving a notice to attend the Annual General Meeting so that the invitation to the Meeting is delivered to the shareholders no earlier than three months and no later than three weeks before the meeting, however no later than nine days before the record date of the Annual General Meeting. 19. 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 Kumpulantie 3, 00520 Helsinki. The annual report will be available on the company's website on week 8. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING 1. Right to attend the Meeting and notice to attend A shareholder who is no later than on Friday 19 February 2010 registered as a shareholder in the shareholders' register held by Euroclear Finland Ltd has the right to attend the Meeting. Every shareholder, whose shares have been registered into his/her personal Finnish book-entry account, is also registered in the company's shareholders' register. Shareholders who wish to attend the Annual General Meeting are requested to give a notice about their attendance no later than on Friday 26 February 2010 at 4.00 p.m. Shareholders are requested to send the notice in writing to SSH Communications Security Corp. either by a letter to Erja Salo, Kumpulantie 3, 00520 Helsinki, or by fax to number +358 20 500 7001, or by e-mail to erja.salo@ssh.com. The notice shall contain the name and contact information of the shareholder, as well as the name of a potential representative or assistant. 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 book-entry accounts, the shares represented by each proxy representative shall be identified in connection with the notice to attend the Meeting. Any 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 Holders of nominee-registered shares are advised to request from their custodian banks without delay all necessary instructions regarding their registration into the shareholders' register of the company, the issuing of proxy documents and the notice to attend the Annual General Meeting. 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 26 February 2010 at 10.00 a.m. 4. Other information The invitation to the Annual General Meeting will be published in the newspaper Helsingin Sanomat on Sunday 7 February 2010. The invitation shall also be available on the website of SSH Communications Security Corp. at www.ssh.com. On the date of this invitation, the total number of the company's shares and voting rights is 29,898,449. All shares of the company belong to the same type. Helsinki, 5 February 2010 SSH Communications Security Corp Board of Directors For additional information, please contact: Jari Mielonen, CEO, tel. +358 20 500 7000 Mikko Karvinen, CFO, tel. +358 20 500 7000 Distribution: NASDAQ OMX Helsinki Ltd Main Media www.ssh.com |
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