Resolutions of the Annual General Meeting of F-Secure Corporation

Stock exchange release, April 3, 2014 at 6.00 p.m.


The Annual General Meeting of F-Secure Corporation was held on April 3, 2014. The Meeting confirmed the financial statements for the financial year 2013. The members of the Board and the President and CEO were granted a discharge from liability. In addition, the Annual General Meeting made the following decisions:

Dividend

The Annual General Meeting decided to distribute a dividend of EUR 0.06 per share, which will be paid to those shareholders that on the record date of April 8, 2014 are registered in the Register of Shareholders held by Euroclear Finland Ltd. The dividend will be paid on April 15, 2013.

Members of the Board and Auditors

It was decided that the annual compensation remain on a previous year's level; for the chairman is EUR 55,000, for the chairmen of Executive and Audit Committee EUR 40,000 and for members EUR 30,000. Approximately 40% of the annual remuneration will be paid as company shares.

It was decided that the number of Board members would be seven (7). The current members were re-elected: Mr. Jussi Arovaara, Mr. Pertti Ervi, Mr. Juho Malmberg, Ms. Anu Nissinen, Mr. Matti Heikkonen and Mr. Risto Siilasmaa. Mr. Peter Vesterbacka was elected as a new member to the Board of Directors. The Board elected in the first meeting Mr. Siilasmaa as the Chairman of the Board. The Board nominated Mr. Siilasmaa as the Chairman of the Executive Committee and Mr. Malmberg and Ms. Nissinen as members of the Executive Committee. Mr. Ervi was nominated as the chairman of the Audit Committee and Mr. Arovaara, Mr. Heikkonen and Mr. Peter Vesterbacka were nominated as members of the Audit Committee.

It was decided that auditor's fee will be paid against approved invoice. Ernst & Young Oy was elected the Group's auditors. APA, Mr. Mikko Järventausta is acting as responsible partner.

Authorizing the Board of Directors to purchase the Company's own shares

It was decided that the Board of Directors may pass a resolution to purchase a maximum of 10,000,000 shares of the Company. The 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.

Authorizing the Board of Directors to decide on a transfer of own shares of the Company

The Annual General Meeting authorized the Board of Directors to decide on a transfer of a maximum of 13,036,244 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.

Authorizing the Board of Directors to decide on issuance of shares

It was decided by the Annual General Meeting that the Board of Directors is 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 authorization is valid for 18 months. In connection with registering this authorization, the authorization by the AGM 2013 for a directed share issue shall be reversed.

Changes to Articles of Association

The decision made by the Annual General Meeting was to change section 9 of Articles of Association regarding the manner of convocation to be changed as follows:

“9 The  notice of a General Meeting and right to participate in and vote at the General

Meeting The notice of a General Meeting of Shareholders shall be delivered to the shareholders within a period stipulated by the law by publishing the notice on the Company's website. To be entitled to participate in the General Meeting, a shareholder shall notify the Company about his/her intention to participate in the General Meeting no later than on the date indicated in the notice . At a General Meeting of Shareholders, each share has one (1) vote. The voting method shall be decided by the Chairman of the Meeting.”

F-Secure Corporation
Christian Fredrikson
President and CEO

Additional information:

F-Secure Corporation

Christian Fredrikson, President and CEO, tel. +358 9 2520 0700
Taneli Virtanen, CFO, tel. +358 9 2520 5655
Gia Forsman-Härkönen, IR Manager, tel. +358 50 324 3078

http://www.f-secure.com