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2008-03-06 16:09:28 CET 2008-03-06 16:10:28 CET REGULATED INFORMATION F-Secure Oyj - Notice to general meetingInvitation to the Annual General Shareholders' MeetingThe shareholders of F-Secure Corporation are invited to the Annual General Shareholders' Meeting (AGM) to be held on Wednesday March 26, 2008, starting at 15.00 Finnish time at High Tech Center, Ruoholahti, Tammasaarenkatu 3, 00180,Helsinki, Finland. Participants are kindly requested to arrive by 14.45 hours. The proposals of the Board to the Annual General Meeting 1) The matters designated to the AGM in Article 10 of the Articles of Association 2) The authorization of Board of Directors to decide on a directed share issue The Board proposes to the General Annual meeting to authorize the Board to decide on one or more directed share issues and their terms. The maximum cumulative number of issued new shares is 40,000,000. The authorization is valid for one (1) year. 3) Recording of the subscription price for shares issued based on stock options in company's distributable equity The Board proposes that the Annual General Meeting resolve that the total amount of the subscription prices paid for new shares issued after the date of the Annual General Meeting, based on stock options under the F-Secure Stock Option Plans 2002 and 2005, be recorded in company's distributable equity. 4) Proposal to Authorize the Board of Directors to Purchase the Company's Own Shares The Board of Directors proposes that the Board of Directors may pass a resolution to purchase a maximum of 15.513.111 shares of the Company The proposed amount represents approximately 10% of all the shares issued by the Company. The authorization would be valid one year. The authorization covers the purchase of shares through public trading on the OMX Nordic Exchange (Helsinki) in accordance with its rules or through a public tender offer made to the shareholders of the Company. The consideration payable for the shares shall be based on the market price. In purchasing of the Company's own shares derivative, share lending and other contracts customary to the capital markets may be concluded pursuant to law and applicable legal provisions. The authorization entitles the Board of Directors to pass a resolution to purchase the shares by deviating from the shareholders' pre-emptive rights (directed purchase) subject to the provisions of the applicable law. The own shares will be purchased to be used for making acquisitions or implementing other arrangements related to the Company's business, to improve the Company's financial structure, to be used as part of the incentive compensation plan or for the purpose of otherwise assigning or cancelling the shares. The Board of Directors shall have the right to decide on other matters related to the purchase of the Company's own shares. 5) Authorization to the Board of Directors to decide on a transfer of own shares of the Company The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on a transfer of a maximum of 15.513.111 own shares of the Company either against consideration or without payment. The authorization would be valid one year. The Board of Directors is authorized to transfer the shares in deviation from the shareholders' pre-emptive rights (directed transfer) subject to the provisions of the applicable law. The shares may be transferred as a consideration to finance acquisitions or in other arrangements and used as part of the equity-based incentive plans of the Company as decided by the Board of Directors. The Board of Directors shall also have the right to sell the shares through public trading on the OMX Nordic Exchange (Helsinki).The Board of Directors shall have the right to decide on other matters related to a transfer of own shares. 6) Dividend proposal The Board proposes to the Annual General Meeting that a dividend of EUR 0.07 per share would be paid to those shareholders that on the record date of March 31, 2008 are registered in the Register of Shareholders held by the Finnish Central Securities Depository Ltd. The dividend will be paid on April 8, 2008. 7) Candidates for the Board of Directors and for an Auditor The Executive Committee proposes to the Annual General Meeting that the number of board members would remain at six (6) and following members would continue as board members: Mr. Marko Ahtisaari, Ms. Sari Baldauf, Mr. Pertti Ervi, Mr. Risto Siilasmaa and Mr. Alexis Sozonoff. As Mr. Ari Hyppönen, who has been over 10 years as a member and a deputy member in the Board, has informed the Committee that he will not stand for re-election to the Board of Directors at the Annual General Meeting 2008, the committee proposes Mr. Juho Malmberg, Member of the Executive Board of KONE Corporation, to be nominated as the member of the board of F-Secure Corporation. Mr. Malmberg has previously served as Managing Director of Accenture Finland 2002-2005, Director, Nordic Outsourcing of Accenture 2005, Deputy Managing Director 1999-2002 and Technology Director 1992-1999. The Audit Committee proposes that Ernst & Young Oy would be re-elected as Auditor. The Executive Committee proposes to the Annual General Meeting that annual remuneration of the Board members would be the following: Chairman EUR 55,000, Chairman of committees EUR 40,000 and other members EUR 30,000. Approximately 40% of the annual remuneration would be paid as company shares. The Audit Committee proposes that auditors fee would be be paid against approved invoice. Documents The documents are available to the public latest from March 19, 2008, on the Company homepage www.f-secure.com/investor_relations. Copies of the documents will be mailed to shareholders upon request. The request may be forwarded through the contact information below. Right to participation A shareholder who, no later than March 14, 2008, has been noted as a shareholder in the list of shareholders maintained by Finnish Central Securities Depository Ltd, is entitled to participate in the Annual General Meeting unless otherwise decreed by law. Registration To be permitted to participate in the shareholders' meeting, a shareholder must register for it no later than March 17, 2008, at 16.00 Finnish Time. Registration may take place by e-mail to ilmoittautumiset@entre.com, by phone +358 (0) +358 50 396 7579, by mail F-Secure Corporation/ Ulla Toivanen, PL 24, 00181 Helsinki, or at the Company's headquarters, Tammasaarenkatu 7 (Ruoholahti), Helsinki, Finland. The registration must be on hand at the addresses above before the end of the registration period. A Power of Attorney is requested at the time of registration. Helsinki, February 13, 2008 F-Secure Corporation Board of Directors Additional information: F-Secure Corporation Kimmo Alkio, President and CEO tel.+ 358 9 2520 5550 Taneli Virtanen, CFO tel.+ 358 9 2520 5655 Jukka Kotovirta, Investor Relations tel.+ 358 405 883 933 |
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