Stonesoft Corporation Stock Exchange Release 5 March 2009 AT 5:30 P.M. NOTICE TO THE ANNUAL GENERAL MEETING OF STONESOFT CORPORATION Notice is given to the shareholders of Stonesoft Corporation to the Annual General Meeting to be held on March 26, 2009 at 3:00 PM at the head office of the company at Itälahdenkatu 22 A, 00210 Helsinki. The reception of persons who have registered for the meeting and coffee service will start at 2:30 PM. A. MATTERS ON THE AGENDA OF THE GENERAL MEETING 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2008 - Review by the CEO 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board of Directors proposes that the loss of the financial year January 1, 2008 - December 31, 2008 will be transferred to the Profit/Loss account and no dividend will be distributed. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors Shareholders representing over 35 % of the votes in the company have proposed that the remuneration of a member of the Board of Directors will be EUR 2,000 per month and 15,000 stock option rights under the Option Plan 2008 (3,750 stock options in categories A, B, C and D) and remuneration of the chairman of the Board of Directors will be EUR 4,000 per month and 15,000 stock option rights under the Option Plan 2008 (3,750 stock options in categories A, B, C and D). In addition, the above-mentioned shareholders have proposed that the company's main shareholders will not be paid any remuneration for their membership in the Board of Directors. 11. Resolution on the number of members of the Board of Directors Shareholders representing over 35 % of the votes in the company have proposed that the number of members of the Board of Directors will be five (5). 12. Election of the members of the Board of Directors Shareholders representing over 35 % of the votes in the company have proposed that the following persons will be re-elected to the Board of Directors: Ilkka Hiidenheimo, Topi Piela, Timo Syrjälä, Hannu Turunen and Matti Viljo. 13. Resolution on the remuneration of the auditor The Board of Directors proposes that the auditors' remuneration will be paid according to the auditors' invoice approved by the company. 14. Election of auditor The Board of Directors proposes that Ernst & Young Oy, Certified Public Accountants, auditor Bengt Nyholm with the main responsibility, will be elected as auditor. 15. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares The Board of Directors proposes that the General Meeting will authorize the Board of Directors to decide on the issuance of shares, options and other special rights, in one or several issues, so that the total number of new shares may be 11,450,000 at the maximum. Based on the authorization the Board of Directors may decide on issuance of shares to the shareholders according to the shareholders' pre-emptive subscription rights as well as in a directed issuance of shares or stock options or other special rights in deviation from the shareholders' pre-emptive subscription rights in case the deviation is justified by a weighty financial reason for the company, such as financing of an acquisition, other arrangement concerning the business of the company or development of its capital structure, or incentive to the company's personnel. The issue may be directed in whole or in part to the main shareholders of the company Ilkka Hiidenheimo and Hannu Turunen, who have confirmed to be ready to invest at least three (3) million euros in the company in form of convertible bond or directed issuance of shares 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 2010. The Board of Directors will be authorized to decide on other terms and conditions related to the share issues and to the issuance of option or other special rights. The authorization is proposed to be in force until the end of the 2010 AGM. 16. Closing of the meeting B. DOCUMENTS OF THE GENERAL MEETING The above-mentioned proposals of the Board of Directors relating to the agenda of the General Meeting as well as this notice are available on Stonesoft Corporation's website at www.stonesoft.com (Investor Relations). The annual report of Stonesoft Corporation, including the company's annual accounts, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website no later than March 19, 2009. The proposals by the Board of Directors and the annual accounts are also available at the meeting and copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from April 8, 2009. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 1. The right to participate and registration Each shareholder, who is registered in the shareholders' register of the company held by Euroclear Finland Ltd. on March 16, 2009, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the company. A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than March 18, 2009 by 4:00 PM by giving a prior notice of participation. Notice of participation to the meeting can be given: a) by email kokous2009@stonesoft.com; b) by telephone from Monday through Friday 9:00 AM - 3:00 PM tel. +358 9 4767 11/ Timo Heikkinen; c) by telefax +358 9 4767 1348, or d) by regular mail to Stonesoft Corporation, Legal, Itälahdenkatu 22 A, 00210 Helsinki. In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant. Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting. 2. Proxy representative and powers of attorney A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. Possible proxy documents should be delivered to the company as an attachment to email, by telefax or by regular mail prior to the closing of the registration. 3. Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the General Meeting, must be entered into the shareholders' register of the company on the record date March 16, 2009 of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. 4. Other information On the date of this notice to the General Meeting March 5, 2009, Stonesoft Corporation has in total 57 302 732 shares and 57 302 732 votes. Helsinki March 5, 2009 STONESOFT CORPORATION THE BOARD OF DIRECTORS For additional information, please contact: Ilkka Hiidenheimo, CEO, Stonesoft Corporation Tel. +358 9 476 711 E-mail: ilkka.hiidenheimo@stonesoft.com Distribution: NASDAQ OMX Helsinki Ltd Main media www.stonesoft.com
NOTICE TO THE ANNUAL GENERAL MEETING OF STONESOFT CORPORATION
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