SSH Communications Security Oyj - Notice to general meeting

Notice to convene the Annual General Meeting of SSH Communications Security Corporation

Helsinki, Finland, 2015-03-03 09:00 CET (GLOBE NEWSWIRE) -- SSH COMMUNICATIONS
SECURITY CORPORATION   NOTICE TO CONVENE ANNUAL GENERAL MEETING   3.3.2015 AT
10:00 A.M. 

Notice to convene the 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 Wednesday, March 25th 2015 starting at
10.00 a.m. at the address Taitotalon Kongressikeskus, Valimotie 8, 00380
HELSINKI (Auditorio Fakta). 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
     Tatu Ylönen, who owns directly and indirectly in total approximately 57,2 %
     of the company's voting rights, has announced to the company that he will
     propose at the Annual General Meeting that the number of the Board members
     would be four (4).
 11. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
     Tatu Ylönen, who owns directly and indirectly in total approximately 57,2 %
     of the company's voting rights, has announced to the company that he will
     propose at the Annual General Meeting that Board Members would receive an
     annual fee of 18,000 euro, and the Chairman of the Board would receive an
     annual fee of 24,000 euro for the term in office ending in the next Annual
     General Meeting.
 12. ELECTION OF THE MEMBERS FOR THE BOARD OF DIRECTORS
     Tatu Ylönen, who owns directly and indirectly in total approximately 57,2 %
     of the company's voting rights, has announced to the company that he will
     propose at the Annual General Meeting that the following persons would be
     elected to the Board of Directors:
     Päivi Hautamäki
     Tatu Ylönen
     Timo Syrjälä
     Jukka Manner (new member)
     Assetman Ltd. and Timo Syrjäjä (directly and through companies controlled
     by him) have announced to support this proposal.
 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. 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 4,000,000 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 2016.
 16. 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 2016.
 17. 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 8th
2015. 


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 13th 2015 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 20th 2015 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, Esko Anttila, Takomotie 8, 00380 Helsinki or
     by fax to number +358 20 500 7001 or by e-mail to agm@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 or
     email 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 13th 2015.
     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 20th 2015 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
     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 30.974.033. All shares of the company belong to the same
     type.
     Helsinki, March 3rd 2015
     SSH Communications Security Corporation
     Board of Directors
     For additional information:
     Harri Koponen, CEO, tel. +358 20 500 7000
     Jyrki Lalla, CFO, tel. +358 45 340 4641
     Distribution:
     NASDAQ OMX Helsinki Oy
     Main Media
     www.ssh.com
     About SSH Communications Security:
     As the inventor of the SSH protocol, we have a twenty-year history of
     leading the market in developing advanced security solutions that enable,
     monitor, and manage encrypted networks. Over 3,000 customers across the
     globe trust the company's encryption, access control and encrypted channel
     monitoring solutions to meet complex compliance requirements, improve their
     security posture and save on operational costs. SSH Communications Security
     is headquartered in Helsinki and has offices in the Americas, Europe and
     Asia. The company's shares (SSH1V) are quoted on the NASDAQ OMX Helsinki.
     For more information, visit www.ssh.com