F-Secure Corporation
Stock exchange release
February 14, 2013
F-Secure Corporation’s financial statements 2012
The Board of Directors signed the financial statements for the year 2012 on February 14, 2013, and the auditors submitted their report. F-Secure’s full-year 2012 financial results were published on February 1, 2013.
Board of Directors’ Proposals to the Annual General Meeting
1) Dividend proposal
The Board proposes to the Annual General Meeting that a dividend of EUR 0.06 per share is to be paid for the year 2012. The total amount of dividends would be approximately EUR 9.3 million. The parent company’s distributable shareholder's equity is EUR 43.9 million.
2) Authorizing the Board of Directors to repurchase the company's own shares
The Board of Directors proposes that the Board of Directors may pass a resolution to purchase a maximum of 10.000.000 of the Company. The proposed amount represents approximately 6.3% of all the shares issued by the Company. The authorization would be valid for one year. The authorization covers the purchase of shares through public trading on the NASDAQ OMX Helsinki Ltd. 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.
3) Authorizing 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 13.415.835 own shares of the Company either against consideration or without payment. The authorization would be valid for 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 NASDAQ OMX Helsinki Ltd. The Board of Directors shall have the right to decide on other matters related to a transfer of own shares.
4) Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares. The amount of shares to be issued based on this authorization shall not exceed 40.000.000 shares. Board of Directors decides on all the conditions of the issuance of shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The Board of Directors proposes that the authorization is valid for 18 months. In connection with registering this authorization, the authorization by the AGM 2012 for a directed share issue shall be reversed.
Annual General Meeting
The Annual General Meeting is to be held in Helsinki on Wednesday, April 3, 2013. Notice for the Annual General Meeting will be published on March 13, 2013 at the latest.
F-Secure Corporation
Board of Directors
Additional information:
F-Secure Corporation
Christian Fredrikson, President and CEO, tel. +358 9 2520 0700
Taneli Virtanen, CFO, tel. +358 9 2520 5655
Katariina Kataja, Investor Relations, tel. +358 40 661 6884