F-Secure Corporation, Stock exchange release, February 13, 2015 at 17.40 (EET)
The Board of Directors signed the financial statements for the year 2014 on February 13, 2015, and the auditors submitted their report. F-Secure's full-year 2014 financial results were published on February 4, 2015.
Board of Directors' Proposals to the Annual General Meeting
1) Dividend proposal
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.06 and an extra dividend of EUR 0.10 per share be paid based on the adopted balance sheet for the financial year 2014. After selling the personal cloud business, younited, the Company’s financial position is very strong and the cash flow from operations is expected to continue to be clearly positive. This gives the Company a possibility to simultaneously invest in growing the security business and increase dividends to shareholders. The total amount of dividends would be approximately EUR 24.9 million. The parent company's distributable shareholder's equity is EUR 51.6 million.
2) Authorizing the Board of Directors to repurchase the company's own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase of a maximum of 10,000,000 own shares of the company in one or multiple tranches with the company’s unrestricted equity. The authorization entitles the Board of Directors to decide on the repurchase also in deviation from the proportional holdings of the shareholders (directed repurchase). The authorization covers the repurchase of shares either in trading at the regulated market organized by NASDAQ OMX Helsinki Ltd in accordance with its rules and guidelines, in which case the shares must be purchased at the prevailing market price at the time of repurchase, or through a public tender offer to the shareholders, in which case the price offered must be the same for all shareholders. The repurchased shares will be used for making acquisitions or implementing other arrangements related to the company's business, for improving the company's financial structure, for use as part of the company’s incentive scheme or otherwise for further assigning or cancelling the shares. The authorization includes the right for the Board of Directors to decide upon all other terms and conditions related to the repurchase of the company’s own shares. The authorization is proposed to be valid for 12 months, and the previous authorization granted to the Board of Directors by the 2014 Annual General Meeting regarding the repurchase of the company’s own shares would expire upon the new authorization.
3 Authorizing the Board of Directors to decide on the issuance of shares and other special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of a maximum of 53,004,812 shares or the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act in one or multiple tranches. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The authorization includes the right for the Board of Directors to decide upon all terms and conditions related to the issuance of shares and special rights. The issuance of shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization can be used for implementing potential acquisitions, other arrangements or equity-based incentive plans or for other purposes decided by the Board of Directors. The Board of Directors also has the right to decide on the sale of company shares at the regulated market in accordance with NASDAQ OMX Helsinki Ltd’s rules and regulations. The authorization is proposed to be valid for 18 months, and the previous authorization granted to the Board of Directors by the 2014 Annual General Meeting regarding the issuance of shares and transfer of own shares would expire upon the new authorization.
Annual General Meeting
The Annual General Meeting is to be held in Helsinki on Wednesday, April 8, 2015. Notice for the Annual General Meeting will be published on March 10, 2015 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