Stonesoft Corp. Stock exchange release March 21, 2007
DECISIONS MADE BY THE ANNUAL GENERAL MEETING
The Annual General Meeting (AGM) of Stonesoft Corp. held on March 21, 2007
adopted the financial statements of the fiscal year 1.1.2006-31.12.2006 and
granted release from liability for the Board of Directors and the President and
CEO. AGM decided according to the proposal of the Board of Directors not to pay
any dividend for the fiscal year 1.1.2006-31.12.2006.
AGM confirmed the number of Board members to be five and elected Pertti Ervi,
Ilkka Hiidenheimo, Topi Piela, Hannu Turunen and Matti Viljo as Board members.
The compensation for the Board members was set to EUR 2,000.00 per month and
15.000 option-rights in Stock Option-program 2004 (3.750 options in categories
A,B,C and D) and for the Chairman to EUR 4,000.00 per month and 15.000
option-rights in Option-program 2004 (3.750 options in categories A,B,C and D).
It was further decided that Board members who are main shareholders in the
company will not receive compensation.
Authorized public accountants Ernst & Young Oy will continue as the auditor of
the company, with authorized public accountant Pekka Luoma as main responsible
auditor.
Decision on authorisation
It was decided as proposed by the Board of Directors to authorize the Board of
Directors to issue new shares and to 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 were authorized to decide other terms and conditions
related to the share issues and to the issuance of option or other special
rights. The authorization is in force until the end of the 2009 AGM.
Changing articles of association
It was decided to change the articles of association:
1. Name and domicile of the company
The name of the company is Stonesoft Oyj and its domicile is Helsinki. The
company's parallel name in English is Stonesoft Corporation.
2. Scope of the company's business activities
The scope of the company's business activities is the products and services
related to information technology, network security and network communication.
3. Book-entry Securities System
The company's shares are incorporated in the book-entry securities system.
4. Board of Directors
The company's Board of Directors shall consist of a minimum of three (3) and a
maximum of seven (7) ordinary members. The term of a Board member shall begin at
the end of the General Meeting that elected the Board member and expire at the
end of the next Annual General meeting.
The Board of Directors shall elect its Chairman and Vice Chairman from among its
members.
5. Chief Executive Officer (CEO)
The company shall have a Chief Executive Officer, who shall be appointed and
dismissed by the Board of Directors.
6. Right of representation
The right to represent the company shall be vested to members of the Board of
Directors to represent the company two of them jointly and to the Chief
Executive Officer and the Chairman of the Board of Directors to represent the
company alone. In addition the Board of Directors may authorize other
specifically named persons to represent the company two of them jointly or any
one of them together with a member of the Board of Directors
7. Auditors
The company shall have one ordinary auditor, which shall be an audit firm
certified by the Central Chamber of Commerce. The auditor's term shall begin at
the end of the General Meeting that elected the Auditor and expire at the end of
the next Annual General meeting.
8. Notice of a General Meeting
Notice of a General Meeting must be issued to the shareholders no earlier than
two (2) months and no later than seventeen (17) days prior to the General
Meeting by publishing it in a newspaper selected by the Board of Directors.
In order to attend a General Meeting a shareholder must notify the company by
the date stated in the notice of the Meeting, which may not be more than ten
days prior to the Meeting.
9. Annual General Meeting
The Annual General Meeting shall be held each year by the end of June in
Helsinki. At the meeting, the shareholders shall
be presented with
1) the financial statement, the Board of Directors' report and the auditor's
report,
take resolutions on:
2) adoption of the financial statement,
3) disposal of profit shown on the balance sheet,
4) discharging the members of the Board of Directors and the Chief Executive
Officer from liability,
5) the number of members in the Board of Directors,
6) the remuneration payable to the members of Board of Directors and the
auditor,
elect:
7) the members of the Board of Directors,
8) an auditor,
handle:
9) any other matters specifically mentioned in the notice of the Meeting.
10. Financial period
The company's financial period shall be a calendar year.
Stonesoft Corp.
Ilkka Hiidenheimo
Chief Executive Officer
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
Major media
www.stonesoft.com