Stonesoft Corporation Stock Exchange Release, April 1, 2008 PROPOSALS OF THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING The Annual General Meeting (AGM) of Stonesoft Corporation will be held on April 23, 2008, starting at 3.00 p.m. at the head office of the company, Itälahdenkatu 22 A, 00210 Helsinki, Finland. The invitation to the AGM will be published later on. The proposals of the Board of Directors are the following: 1. A PROPOSAL BY THE BOARD OF DIRECTORS ON AN AUTHORIZATION FOR THE BOARD OF DIRECTORS Stonesoft has stated in a Stock Exchange Release announced on October 25, 2007 that in order to strengthen the company's capital structure with an additional cash reserve and to ensure the continuance of the positive development in the future in line with the company's strategy and growth plan, the main shareholders of the company have informed the company of their readiness to invest at least three (3) million Euros in the company in form of convertible bond. Based on this information the Board of Directors started to prepare a proposal for the (AGM) to issue a convertible bond to be directed to a limited number of investors with the aim to ensure additional funding of 3-5 million euros to the company, if needed. According to the assessment made by the Board of Directors the company does not need additional funding at present. Furthermore, the arrangement would, especially in the current situation of the financial market, cause additional costs to the company. Therefore, the Board of Directors has decided to propose that the AGM, instead of issuing a directed convertible bond, would grant to the Board of Directors an authorization that would enable the arrangement of additional funding through issuing of a directed convertible bond, if needed. Based on the above, the Board of Directors proposes that 1. AGM will, by canceling the authorization granted by the AGM in 2007, authorize the Board of Directors to issue new shares in one or several issues 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 cancellation of the previous authorization will become valid by the registration of the new authorization. 2. 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. 3. The issue may be directed partly or in full to the main shareholders, Ilkka Hiidenheimo and Hannu Turunen, who have reconfirmed to be ready to invest at least three (3) million Euros in the company in form of convertible bond in order to strengthen the company's capital structure with an additional cash reserve and to ensure the continuance of the positive development in the future in line with the company's strategy and growth plan. The commitment given by the main shareholders is in force until the end of the AGM in 2009. 4. 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. 5. The authorization would be in force until the end of the AGM in 2009. 2. DISTRIBUTION OF DIVIDEND The Board of Directors proposes that the loss of the financial year be transferred to the Profit/Loss account. 3. ELECTION AND REMUNERATION OF AUDITOR The Board of Directors proposes, that company's current auditor, Ernst & Young Oy, Certified Public Accountants, auditor Pekka Luoma with the main responsibility, will continue in this task. The Board of Directors further proposes that the fee of the auditor will be paid according to the auditors invoice. Helsinki, 31 March 2008 Stonesoft Corporation Board of Directors For further information, please contact: CEO Ilkka Hiidenheimo, Stonesoft Corporation Tel. +358-9 47 67 11 ilkka.hiidenheimo@stonesoft.com Stonesoft Corporation Ilkka Hiidenheimo Chief Executive Officer Distribution: OMX Nordic Exchange Helsinki www.stonesoft.com
PROPOSALS OF THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING
| Source: Stonesoft