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2023-03-24 12:45:00 CET 2023-03-24 12:45:00 CET REGULATED INFORMATION SSH Communications Security Oyj - Decisions of general meetingDECISIONS OF THE ANNUAL GENERAL MEETING OF SSH COMMUNICATIONS SECURITY CORPORATIONSSH COMMUNICATIONS SECURITY CORPORATION – STOCK EXCHANGE RELEASE – March 24, 2023, AT 01:45 P.M. EET
The Annual General Meeting resolved to amend the Articles of Association to include the Board of Directors' possibility to arrange, at their discretion, a General Meeting of Shareholders as a hybrid meeting. In addition, the amendment enables arranging a General Meeting of Shareholders as a virtual meeting without a meeting venue. The amendment was made to section 11§ of the Articles of Association which section was also renamed General Meeting of Shareholders.
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 2024.
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 2024. SSH COMMUNICATIONS SECURITY CORPORATION For further information, please contact: Distribution: |
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