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2007-03-01 14:45:30 CET 2007-03-01 14:45:30 CET REGULATED INFORMATION Stonesoft - Notice to general meetingNOTICE TO CONVENE ANNUAL GENERAL MEETINGSTONESOFT CORP. STOCK EXCHANGE RELEASE NOTICE TO CONVENE ANNUAL GENERAL MEETING The shareholders of Stonesoft Corp. are invited to the Annual General Shareholders’ Meeting (AGM) to be held on March 21, 2007, starting at 2:30 p.m. at the main office of the company, Itälahdenkatu 22 A, 00210 Helsinki, Finland. Reception and coffee service will start at 2:00 p.m. THE MATTERS TO BE CONSIDERED IN THE AGM: 1. Matters pertaining to the AGM as stated in Article 10 of the Articles of Association and pursuant to chapter 5, section 3 of the Companies Act. 2. A proposal by the Board of Directors to amend the Articles of Association The Board of Directors proposes that the Articles of Association would be amended in its entirety. The main content of the proposed amendments is the following: - Scope of company's business activities to be amended to correspond to current terminology and practice. - Provisions concerning minimum and maximum share capital, number of shares, and registration date of the book-entry system related to the right to dividends from the company, and to the subscription right in connection with an increase of share capital to be deleted. - Maximum number of the Board members to be increased to seven. - Right to sign the company name to be changed to a right to represent the company, and the chairman of the Board to be authorized to represent the company alone, and the Board of Directors to be entitled to authorize named persons to represent the company two together or separately with a board member. - Term of office of a board member to be added and term of office of an auditor to be amended to start at the end of the general meeting that elected the board member or the auditor and to continue to the end of the next annual general meeting. - Provisions regarding the invitation to and the matters to be considered in the AGM to be amended according to the new Companies Act. 3. A proposal by the Board of Directors to authorize the Board of Directors to issue new shares and to grant option and other special rights. The Board of Directors proposes that AGM will authorize the Board of Directors to issue new shares in one or several issues and grant option and other special rights. The total number of shares or rights to the shares issued may be 11.450.000 at the maximum. The new shares to be issued in a new issue and/or the option or special rights may be offered for subscription either according to the shareholders´ pre-emptive subscription rights or in deviation from the shareholders´ pre-emptive subscription right, in case the deviation is justified by a weighty financial reason for the company, such as financing of an acquisition, enabling of a joint venture transaction, providing of additional financial alternatives, and/or an arrangement for incentive program directed to the company's personnel. The Board of Directors would be authorized to decide other terms and conditions related to the share issues and to the issuance of option or other special rights. The authorization would be in force until the end of the 2009 AGM. 4. Distribution of profits The Board of Directors proposes that the loss of the financial year be debited to the retained earnings account. 5. Election of auditor The Board of Directors proposes that the company’s current auditor, Ernst & Young Oy, Certified Public Accountants, auditor Pekka Luoma for main responsibility, will continue as the company’s auditor. The Board of Directors further proposes that the fee of the auditor will be paid according to the auditors invoice. RIGHT TO PARTICIPATION Shareholders who have been entered in the company's list of shareholders, held by the Finnish Central Securities Depository, not later than on 9 March 2007, and who have registered their participation not later than on 13 March 2007 by 4:00 pm. are entitled to participate in the AGM. REGISTERING PARTICIPATION Shareholders attending the AGM must register their participation not later than March 13, 2007 by 4.00 pm, by e-mail kokous2007@stonesoft.com, by telefax +358 9 4767 1348 or in writing to address Stonesoft Oyj/Legal, Itälahdenkatu 22 A, 00210 Helsinki. Timo Heikkinen takes registrations by telephone to the number +358 9 4767 11 from Monday to Friday, 9:00 am – 3:00 pm. When registering participation in writing, the letter must arrive before the end of the registration time. Possible proxies must be submitted within the registration time. AVAILABILITY OF DOCUMENTS Annual Accounts and the proposals made by the Board of Directors and the related documents, as required by the Companies Act, and the proposed new Articles of Association are available at the Company's web site www.stonesoft.com (Investor Relations) from 13 March 2007 at the latest, and at the AGM. Helsinki, 1 March 2007. STONESOFT CORP. BOARD OF DIRECTORS For further information, please contact: CEO Ilkka Hiidenheimo, Stonesoft Corp. Tel. +358 9 47 67 11 ilkka.hiidenheimo@stonesoft.com Distribution: The Helsinki Stock Exchange Main Media www.stonesoft.com |
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