SSH COMMUNICATIONS SECURITY CORP STOCK EXCHANGE RELEASE
FEBRUARY 4, 2009 AT 9:05 A.M.
The Board of Directors of SSH calls the Annual General Meeting on March 4th 2009
AGENDA FOR THE ANNUAL GENERAL MEETING OF SSH ON MARCH 4TH 2009
The Annual General Meeting of SSH Communications Security Corp. shall be held on
Wednesday March 4th 2009 from 10.00 a.m. in the head office of the company,
Valimotie 17, 00380 Helsinki.
In addition to the matters defined in the Finnish Companies Act and Section 11
of the Articles of Association of SSH also other matters mentioned hereinafter
shall be discussed in the meeting:
1. Matters that according to the Finnish Companies Act and Section 11 of the
Articles of Association of SSH belong to the Annual General Meeting
- The financial statement, annual report, consolidated financial statements and
auditor's report will be presented.
- The financial statement and consolidated financial statements will be
confirmed.
- The discharging of the Board of Directors and the CEO from liability will be
decided upon.
- The number of members in the Board of Directors, and the remuneration for the
directors and the auditor will be decided upon.
- The directors and the auditor will be elected.
2. Proposal of the Board of Directors for the distribution of assets from the
invested non-restricted equity fund and for the resultant changes to be made to
the company's option plans
The Board of Directors proposes to the Annual General Meeting that the company
would distribute assets from the invested non-restricted equity fund to the
shareholders in such a way that assets shall be distributed 0.30 euro per share.
The total to be paid to the shareholders as a return of equity would be in total
approximately 8.6 million euro based on the shares that are registered into the
Trade Register at this moment.
The Board proposes that the share-specific return shall be paid to the
shareholders who on the record date March 9th 2009 are registered in the
shareholders' register of the company held by Euroclear Finland Ltd.(prev.
Finnish Central Securities Depository Ltd.) The date of payment shall be March
16th 2009.
Relating to the distribution of assets the Board of Directors proposes to the
Annual General Meeting that also the subscription price of the shares which can
be subscribed for and which belong to the option plans released by the company
between years 2000-2008 shall be lowered with an amount corresponding to the
distribution of assets, i.e. 0.30 euro per each option right. However, the
subscription price of the shares shall always have at least the same value as
the par value. The amendment of the option terms in respect of lowering the
subscription price (with 0.30 euro) concerns thereby the following option plans
released by the company: I/2000, Plan July 10th 2000, II/2000, II/2002,
III/2002, I/2003, II/2003 and I/2008.
3. Proposal of the Board of Directors for 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
The authorization proposed to by the Board of Directors concerns the issuing of
a maximum of 5,500,000 shares as a share issue against payment or by giving
stock options or other special rights, defined in Chapter 10 Section 1 of the
Finnish Companies Act, which entitle to shares either according to the
shareholders' pre-emptive right to share subscription or deviating from this
right, in one or more tranches. On the basis of the authorization the company
can either issue new shares or transfer its own shares which the company
possibly has in its possession. By virtue of the authorization, the Board of
Directors shall have the same rights as the Annual General Meeting has to decide
upon the issuing of shares against payment and special rights (including option
rights) according to Chapter 10 Section 1 of the Finnish Companies Act. The
authorization will be valid until the next Annual General Meeting, but will
expire on June 30th 2010, at the latest.
4. Proposal of the Board of Directors for authorizing the Board of Directors to
decide upon the acquiring of the company's own shares
The Board of Directors of SSH Communications Security Corp. proposes to the
Annual General Meeting that the Board of Directors shall be authorized to decide
upon the acquiring of the company's own shares in one or more tranches.
By virtue of the authorization concerning the acquiring of the company's own
shares it would be possible to acquire a maximum of 2,000,000 shares of the
company with the company's non-restricted equity. This amount corresponds
approximately to (seven (7)) per cent of all shares of the company. The
compensation to be paid for the acquired shares shall be determined on the date
of acquisition on the basis of a trading rate determined for the company's share
in public trading arranged by NASDAQ OMX Helsinki Ltd.
The shares shall be acquired at the market price determined in the public
trading arranged by NASDAQ OMX Helsinki Ltd at the time of purchase. The shares
are not acquired in proportion to the holdings of the shareholders as they are
purchased in public trading.
The shares shall be acquired according to the rules of NASDAQ OMX Helsinki Ltd
concerning the acquiring of a company's own shares as well as also otherwise
according to the provisions concerning the acquiring of a company's own shares.
The Board of Directors proposes that the authorization for the acquiring of the
company's own shares would inter alia be used 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 acquiring of shares will reduce the company's distributable
non-restricted equity.
The authorization to acquire shares shall be valid at most for eighteen (18)
months after the decision of the Annual General Meeting.
Auditor
According to the recommendation of the company's audit committee the Board of
Directors proposes that the Annual General Meeting re-elects the Authorized
Public Accountants PricewaterhouseCoopers Oy as the auditor of the company, with
Mr. Henrik Sormunen, APA, as the auditor with the main responsibility.
Right to attend the Meeting
A shareholder who is not later than on Sunday February 22nd 2009 registered as a
shareholder in the shareholders' register held by Euroclear Finland Ltd (prev.
Finnish Central Securities Depository Ltd) has the right to attend the Annual
General Meeting.
A foreign shareholder holding nominee-registered shares can on February 22nd
2009 be temporarily registered in the shareholders' register in order to give
him/her the right to attend the Meeting. The administrators of the shareholder's
property shall upon request report the foreign shareholders holding
nominee-registered shares into the shareholders' register which will be drawn up
for the Annual General Meeting.
Registration of the Meeting
A shareholder who according to the above mentioned rules has the right to attend
the Annual General Meeting and who wants to use his/her vote in the Meeting must
register to the Meeting not later than on Friday February 27th 2009 at 4.00 p.m.
Registration to the Meeting can be done either by mail to SSH Communications
Security Corp., Erja Salo, room 3002, Valimotie 17, 00380 Helsinki; or by fax to
number +358 20 500 7011; or by e-mail to erja.salo@ssh.com. Potential proxies
are requested to be submitted concurrently with the preliminary registration to
the meeting.
The financial statements, proposals of the Board of Directors and other
documents to be displayed for public inspection according to the Finnish
Companies Act shall be kept available for the shareholders' inspection on the
company's website at www.ssh.com as well as in the company's head office at the
address room 3002, Valimotie 17, 00380 Helsinki, Finland. The annual report will
be available on the company's website from week 9.
The invitation to the Annual General Meeting will be published in the newspaper
Helsingin Sanomat on Sunday February 8th 2009. The invitation will also be
available on the website of SSH Communications Security Corp at www.ssh.com as
from February 9th 2009 onwards.
In Helsinki, on February 4th 2009
The Board of Directors
Contact information:
Jari Mielonen, CEO, tel. +358 20 500 7400
Mika Peuranen, CFO, tel. +358 20 500 7419
Distribution:
NASDAQ OMX Helsinki Ltd.
The Main Media
www.ssh.com
THE BOARD OF DIRECTORS OF SSH CALLS THE ANNUAL GENERAL MEETING ON MARCH 4TH 2009
| Source: SSH Communications Security Oyj