F-Secure Corporation, Stock Exchange release, 12 February 2020, 9.30 EET
Notice of the Annual General Meeting of F-Secure Corporation
Notice is given to the shareholders of F-Secure Corporation of the Annual General Meeting to be held on Tuesday, 24 March 2020, starting at 2:00 p.m. at the Company headquarters at the address Tammasaarenkatu 7, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1:00 p.m.
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of person to scrutinise the minutes and persons to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the Auditor’s report for the year 2019
- Review by the CEO
7. Adoption of the annual accounts and the consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Company’s dividend policy is to pay approximately half of its profits as dividends. Subject to circumstances, the Company may deviate from this policy.
The Board of Directors has decided to propose to the General Meeting that no dividend will be paid for year 2019. Based on the Company’s dividend policy, the resulting dividend would have remained minimal. Taking into account the transaction costs related to the distribution, the Board of Directors considers it not in the shareholders’ interests to pay dividends for year 2019. The Board of Directors proposes that the profit for year 2019, EUR 9,207,225.04, shall be transferred to the retained earnings account.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the remuneration policy for governing bodies
11. Resolution on the remuneration of the members of the Board of Directors
The Personnel Committee of the Board of Directors proposes that the annual remuneration of the Board of Directors shall remain unchanged and be as follows: EUR 80,000 for the Chairman of the Board of Directors, EUR 48,000 for the Committee Chairmen, EUR 38,000 for the members of the Board of Directors, and EUR 12,667 for a member of the Board of Directors belonging to the personnel of the Company. Furthermore, the Committee proposes that approximately 40% of the remuneration be paid as the Company’s shares repurchased from the market and that the Company pay any transfer tax levied on the repurchase of shares. The Company will acquire the shares or transfer shares held by the Company as treasury shares in the name and on behalf of the members of the Board of Directors. The shares will be acquired or transferred to the members of the Board of Directors on the first working day to follow the publication of the interim report for the first quarter of 2020. The travel expenses and other costs directly related to the board work of the members of the Board of Directors are paid in accordance with the Company’s compensation policy in force from time to time. In addition, the Chairman of the Board of Directors is offered assistant and administrative services.
12. Resolution on the number of members of the Board of Directors
The Personnel Committee of the Board of Directors proposes that the number of members of the Board of Directors be seven (7) members.
13. Election of the members of the Board of Directors
The Personnel Committee of the Board of Directors proposes that Risto Siilasmaa, Pertti Ervi, Bruce Oreck, Päivi Rekonen and Tuomas Syrjänen be re-elected as ordinary members of the Board of Directors and that Keith Bannister and Robert Bearsby, who belongs to the personnel of F-Secure Corporation, be elected as new members of the Board of Directors.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes upon recommendation of the Audit Committee that the remuneration to the Auditor be paid in accordance with the approved invoice.
15. Election of the Auditor
The Board of Directors proposes upon recommendation of the Audit Committee that audit firm PricewaterhouseCoopers Oy be re-elected as Auditor of the Company. PricewaterhouseCoopers Oy has stated that Mr Janne Rajalahti, APA, will act as the Responsible Auditor.
16. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide upon the repurchase of a maximum of 10,000,000 of the Company’s own shares in one or several tranches and with the Company’s unrestricted equity. The authorisation entitles the Board of Directors to decide on the repurchase also in deviation from the proportional holdings of the shareholders (directed repurchase). The authorisation comprises the repurchase of shares either on a regulated market on Nasdaq Helsinki Ltd in accordance with its rules and guidelines in which case the repurchase price is determined on the basis of the stock exchange price at the time of repurchase, or with a purchase offer to the shareholders in which case the repurchase price must be the same for all shareholders. The Company’s own shares shall be repurchased to be used for carrying out acquisitions or implementing other arrangements related to the Company’s business, for improving the Company’s financing structure, as part of the implementation of the Company’s incentive scheme or otherwise to be transferred further or cancelled. The authorisation includes the right of the Board of Directors to decide on all other terms related to the repurchase of the Company’s own shares. The authorisation is proposed to be valid until the next Annual General Meeting, in any case until no later than 30 June 2021, and it would terminate the authorisation given to the Board of Directors by the Annual General Meeting of year 2019 concerning the repurchase of the Company’s own shares.
17. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the issuance of a maximum of 31,000,000 shares through a share issue as well as by issuing options and other special rights entitling to shares pursuant to Chapter 10, section 1 of the Companies Act in one or several tranches. The proposed maximum number of the shares corresponds to 19.5% of the Company’s registered number of shares. The authorisation concerns both the issuance of new shares and the transfer of treasury shares held by the Company. The authorisation entitles the Board of Directors to decide on all terms related to the share issue as well as the issuance of options and other special rights entitling to shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive subscription right (directed issue). The authorisation may be used for carrying out potential acquisitions or other transactions or share-based incentive schemes or otherwise for purposes decided by the Board of Directors. The Board of Directors is also entitled to decide on the sale of treasury shares on a regulated market on Nasdaq Helsinki Ltd in accordance with its rules and guidelines. The authorisation is proposed to be valid until the next Annual General Meeting, in any case until no later than 30 June 2021, and it would terminate the authorisation given to the Board of Directors by the Annual General Meeting of year 2019 concerning the share issue and the issuance of special rights entitling to shares.
18. Closing of the meeting
B. Documents of the General Meeting
This notice of the General Meeting includes all the proposals for the decisions on the matters on the agenda of the General Meeting and is available on F-Secure Corporation’s website at www.f-secure.com/agm. F-Secure Corporation’s annual accounts, consolidated annual accounts, the report of the Board of Directors, the Auditor’s report as well as the remuneration policy are available on said website at the latest on Tuesday, 3 March 2020. The proposals for decisions and the other above-mentioned documents are also available at the General Meeting and copies of said documents and of this notice will be delivered to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website at the latest on Tuesday, 7 April 2020.
C. Instructions for the participants in the General Meeting
1. Shareholder registered in the shareholders’ register
Each shareholder, who is registered on Thursday, 12 March 2020, the record date of the meeting, in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on the shareholder’s personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
A shareholder recorded in the shareholders’ register of the Company wishing to participate in the General Meeting shall register for the meeting no later than Thursday, 19 March 2020 at 4:00 p.m., by giving a prior notice of participation. The notice has to be received by the Company at the latest by the time stated above. Such notice can be given:
- online: www.f-secure.com/agm;
- by telephone: +358 9 2520 4800 (Monday to Friday between 9:00 a.m. and 4:00 p.m. Finnish time); or
- by letter: F-Secure Corporation, Reception/AGM, Tammasaarenkatu 7, PO Box 24, 00180 Helsinki, Finland.
The shareholder’s name, personal identification number/business ID, address, telephone number as well as the name of his/her eventual assistant or proxy representative and the personal identification number of the proxy representative must be notified in connection with the registration. The personal data given to F-Secure Corporation by shareholders is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the General Meeting.
2. Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on Thursday, 12 March 2020, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. In addition, the right to participate requires that holders of nominee registered shares be temporarily entered into the shareholders’ register held by Euroclear Finland Oy based on these shares by Thursday, 19 March 2020 at 10:00 a.m. As regards nominee registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the General Meeting.
A holder of nominee registered shares is advised to request in good time the necessary instructions regarding registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting from such shareholder’s custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate such representative’s right to represent the shareholder. If the shareholder’s shares have been registered on more than one book-entry account, the shareholder has the right to use different proxy representatives with respect to the shares on each book-entry account. In addition, the shares that each proxy representative represents shall be identified in connection with the registration for the General Meeting.
Possible proxy documents shall be delivered by Thursday, 19 March 2020 at 4:00 p.m. to the address mentioned above in connection with the registration details by mail or as a copy in connection with the online registration for the meeting.
4. Other information
Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is present at the meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice, the total number of shares in F-Secure Corporation is 158,798,739. Each share confers one vote.
In Helsinki, 12 February 2020
F-SECURE CORPORATION
Board of Directors
Contact information:
Henri Kiili, Investor Relations and Treasury Director, F-Secure
+358 40 840 5450
investor-relations@f-secure.com