SSH Communications Security Oyj - Notice to general meeting

Notice of Annual General Meeting of SSH Communications Security Corporation

Helsinki, Finland, 2014-02-26 09:00 CET (GLOBE NEWSWIRE) -- SSH COMMUNICATIONS
SECURITY CORPORATION   NOTICE TO CONVENE ANNUAL GENERAL MEETING   FEBRUARY 26,
2014 AT 10:00 A.M. 

Notice of Annual General Meeting of SSH Communications Security Corporation

The shareholders of SSH Communications Security Corporation are invited to the
Annual General Meeting, which is held on March 20th 2014 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 profit
shown by the parent company's financial statement is registered into the profit
and loss account. 

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

11. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

12. ELECTION OF THE MEMBERS FOR THE BOARD OF DIRECTORS

The company has not, on the date of this notice, received a proposal from its
largest shareholders on the members for the Board of Directors. If the company
receives such a proposal before the Annual General Meeting, it will announce it
separately. 

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 KPMG Oy
Ab are re-elected as the auditor of the company. KPMG Oy Ab has informed that
Kirsi Jantunen, Authorized Public Accountant, will continue as the principle
auditor. 

15. CHANGING THE COMPANY'S ARTICLES OF ASSOCIATION

The Board of Directors proposes that Article 10 of the company's Articles of
Association will be amended in its entirety as follows: 

“The invitation to the General Meeting shall be announced to the shareholders
not earlier than three (3) months and not later than three (3) weeks before the
date of the Meeting by publishing it on the company's website. The invitation
to the General Meeting shall, however, be published no less than nine (9) days
before the General Meeting Record Date. The Board of Directors can also decide
to publish the invitation by other means of publication. 

In order to participate in the Meeting a shareholder must register for the
Meeting by the date mentioned in the invitation, which date may not be more
than ten days before the Meeting.” 

16. 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 the latest on June 30th 2015. 

17. 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 the latest on June 30th 2015. 

18. CLOSING THE MEETING

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals made by the Board of Directors 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 Takomotie 8,
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 3rd
2014. 

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 10th 2014 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 14th 2014 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, 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 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 on March 10th 2014. 

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 17th 2014 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

The invitation to the Annual General Meeting will be published in the newspaper
Helsingin Sanomat on February 27th 2014. The invitation is also available on
the website of SSH Communications Security Corporation at www.ssh.com as of
February 27th 2014. 

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 30.752.533. All shares of the company belong to the same type. 

Helsinki, February 25th 2014

SSH Communications Security Corporation
Board of Directors

For additional information:
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

Founded in 1995, SSH Communications Security is the company that invented the
Secure Shell protocol - the gold standard protocol for data-in-transit security
solutions. Today, over 3,000 customers across the globe - including seven of
the Fortune 10 - trust our Information Assurance Platform to secure the path to
their information assets. We enable and enhance business for thousands of
customers in multiple industries in the private and public sectors around the
world. SSH Communications Security operates in the Americas, Europe, and APAC
regions, with headquarters located in Helsinki, Finland. The company shares
(SSH1V) are quoted on the NASDAQ OMX Helsinki.