Notice of Annual General Meeting of SSH Communications Security Corporation

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| Source: SSH Communications Security Oyj
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Helsinki, Finland, 2013-02-27 09:00 CET (GLOBE NEWSWIRE) -- SSH COMMUNICATIONS SECURITY CORPORATION   NOTICE TO CONVENE ANNUAL GENERAL MEETING   FEBRUARY 27, 2013 AT 10:00 A.M.

Notice of Annual General Meeting of SSH Communications Security Corporation

The Board of Directors of SSH Communications Security Corporation calls the Annual General Meeting on March 20th 2013.

The Annual General Meeting of SSH Communications Security Corporation shall be held on Wednesday March 20th 2013 from 10.00 a.m. at the address: Taitotalon Kongressikeskus, Valimotie 8, 00380 HELSINKI (Conference Room Strategia). The reception of those who have given a notice to attend the Meeting shall begin at 9.30 a.m.

A. THE MATTERS TO BE DISCUSSED AT THE ANNUAL GENERAL MEETING

The following matters shall be discussed at the Meeting:

1. OPENING OF THE MEETING

2. ELECTING THE CHAIRMAN AND SECRETARY OF THE MEETING

3. ELECTING A PERSON TO SCRUTINIZE THE MINUTES AND A PERSON TO COUNT THE VOTES

4. LEGALITY AND QUORUM OF THE MEETING

5. ADOPTING THE AGENDA

6. CEO’S REVIEW

7. PRESENTING THE FINANCIAL STATEMENT, ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENT FROM THE ACCOUNTING PERIOD OF 2012 AS WELL AS THE AUDITOR’S REPORT

8. DECIDING UPON THE ADOPTION OF THE FINANCIAL STATEMENT AND CONSOLIDATED FINANCIAL STATEMENT AS WELL AS THE TREATMENT OF 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. DECIDING UPON THE DISCHARGE FROM LIABILITY TO THE BOARD MEMBERS AND CEO

10. DECIDING UPON THE NUMBER OF THE BOARD MEMBERS

Tatu Ylönen, who owns directly and indirectly in total approximately 57,7 % 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 three (3).

11. DECIDING UPON THE FEES OF THE BOARD MEMBERS

Tatu Ylönen, who owns directly and indirectly in total approximately 57,7 % of the company's voting rights, has announced to the company that he will propose at the Annual General Meeting that every Board member outside the company 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 at the next Annual General Meeting.

12. ELECTING THE BOARD MEMBERS

Tatu Ylönen, who owns directly and indirectly in total approximately 57,7 % of the company’s voting rights, has announced to the company that he will propose at the Annual General Meeting that Sami Ahvenniemi, Päivi Hautamäki and CEO Tatu Ylönen would be re-elected to the Board of Directors. Assetman Ltd. has announced to support this proposal.

13. DECIDING UPON THE AUDITOR’S FEE

The Board of Directors proposes that auditors shall be paid in accordance with an invoice.

14. ELECTING THE AUDITOR AND POSSIBLE DEPUTY AUDITOR

The Board of Directors proposes that the authorized public accountants of KPMG Oy Ab are re-elected as the auditor. KPMG Oy Ab has informed that Kirsi Jantunen, APA, will continue as the principle auditor.

15. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON THE ISSUING OF SHARES AGAINST PAYMENT AND UPON THE ISSUING OF STOCK OPTIONS AND OTHER SPECIAL RIGHTS WHICH ENTITLE TO SHARES IN ACCORDANCE WITH THE BOARD’S PROPOSAL

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, as referred to in Chapter 10 Section 1 of the Finnish Companies Act, on the following terms:

The authorization entitles the Board of Directors to decide upon the issuing of a maximum of 6.000.000 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 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, it can be either issuing of new shares or transfer of own shares which the company possibly has in its possession. Based on the authorization, the Board of Directors shall have the same rights as the Annual General Meeting to decide upon the issuing of shares against payment and special rights (including stock options) in accordance with Chapter 10 Section 1 of the Finnish 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 upon who are entitled to the shares and/or stock options or special rights in accordance with Chapter 10 Section 1 of the Finnish Companies Act as well as upon the related compensation, subscription and payment periods and upon the registering of the subscription price into the share capital or invested non-restricted equity fund within the limits of the Finnish Companies Act.

The authorization will be valid until the next Annual General Meeting, but will however expire at the latest on June 30th 2014.

16. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON THE ACQUIRING OF OWN SHARES

The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to decide upon 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 would be possible to acquire a maximum of 2 000 000 own shares of the company with assets belonging to the company’s non-restricted equity. This amount corresponds approximately to 6,50 percent of all the shares of the company. The shares can also be acquired otherwise than in proportion to the holdings of the existing shareholders (targeted repurchase). 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, in order 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 shall decide upon 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 2014.

17. CLOSING THE MEETING

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The financial statements, Board’s proposals to the Annual General Meeting with their appendices and other documents to be displayed for public inspection in accordance with the Finnish Companies Act are available to the shareholders on the company’s website at www.ssh.com and in the headquarters at the address Takomotie 8, 00380 Helsinki. The annual report is available on the company’s website starting from March 8th 2013.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING

1. Right to attend the Meeting and notice to attend

A shareholder who is no later than on Friday March 8th 2013 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 Friday March 15rd 2013 at 4.00 p.m. A shareholder shall give the notice to attend the Meeting either by mail to SSH Communications Security Oyj, Laura Grönberg, Takomotie 8, 00380 Helsinki or by fax to number +358 20 500 7001 or by e-mail to info@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 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 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 will register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, temporarily into the company’s shareholders’ register by March 15th 2013 at 10.00 a.m.

4. Other information

The invitation to the Annual General Meeting will be published in the newspaper Helsingin Sanomat on Wednesday 27th of February 2013. The invitation shall also be available on the website of SSH Communications Security Corporation at www.ssh.com from 27th 2013.

On the date of the invitation, the total number of the company’s shares and voting rights is 30.750.983. All shares of the company belong to the same type.

Helsinki, February 22, 2013

SSH Communications Security Corporation
Board of Directors


For further information, please contact:
Tatu Ylönen, CEO, tel. +358 20 500 7000
Jyrki Lalla, CFO, tel. +358 45 340 4641

Distribution:
NASDAQ OMX Helsinki Ltd.
Major media
www.ssh.com