Stock exchange release, 7 April 2016 at 5.50 pm (EEST)
The Annual General Meeting of F-Secure Corporation was held on 7 April 2016. The Meeting confirmed the financial statements for the financial year 2015. The members of the Board and the President and CEO were granted 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 and an extra dividend of EUR 0.06 per share, which will be paid to those shareholders that on the record date of 11 April 2016 are registered in the Register of Shareholders held by Euroclear Finland Ltd. The dividend will be paid on 19 April 2016.
Board of Directors and Auditors
It was decided that the annual compensation of Board members remains on a previous year's level: for the Chairman EUR 55,000, Chairmen of the Executive and Audit Committees EUR 40,000, members EUR 30,000 and member employed by F-Secure Corporation EUR 10,000. Approximately 40% of the annual remuneration will be paid as company shares.
It was decided that the number of Board members is seven (7).
The following current members were re-elected: Mr. Jussi Arovaara, Mr. Pertti Ervi, Mr. Matti Heikkonen, Ms. Anu Nissinen and Mr. Risto Siilasmaa. Mr. Bruce Oreck and Mr. Janne Pirttilahti were elected as new members of the Board. The Board elected in its organizational meeting Mr. Siilasmaa as the Chairman of the Board. The Board nominated Mr. Siilasmaa as the Chairman of the Executive Committee and Mr. Heikkonen, 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. Oreck and Mr. Pirttilahti were nominated as members of the Audit Committee.
It was decided that the Auditor's fee will be paid against approved invoice. PricewaterhouseCoopers Oy was elected the Group's auditors. APA, Mr. Janne Rajalahti acts as the responsible partner.
Authorizing the Board of Directors to repurchase the Company's own shares
It was decided that the Board of Directors may pass a resolution to repurchase 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 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 schemes 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 valid for 12 months, and the previous authorization granted to the Board of Directors by the 2015 Annual General Meeting regarding the repurchase of the Company's own shares expired upon the new authorization.
Authorizing the Board of Directors to decide on the issuance of shares and other special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to decide on the issuance of a maximum of 31,000,000 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 Helsinki Ltd's rules and regulations. The authorization is valid for 18 months, and the previous authorization granted to the Board of Directors by the 2015 Annual General Meeting regarding the issuance of shares and transfer of own shares expired upon the new authorization.
F-Secure Corporation
Christian Fredrikson President and CEO
Additional information:
F-Secure Corporation
Christian Fredrikson, President and CEO, tel. +358 9 2520 070
Saila Miettinen-Lähde, CFO, tel. +358 9 2520 070
Tapio Pesola, IR Manager, tel. +358 9 2520 070
http://www.f-secure.com