Stock exchange release, 19 March 2019 at 17.30 (EET)
Resolutions of the Annual General Meeting of F-Secure Corporation
The Annual General Meeting of F-Secure Corporation was held on 19 March 2019. The Meeting confirmed the financial statements for the financial year 2018. The members of the Board and the President and CEO were discharged from liability. In addition, the Annual General Meeting made the following decisions:
Dividend
The Annual General Meeting decided exceptionally to distribute no dividend for year 2018.
Board of Directors and Auditors
It was decided that the annual remuneration of the Board of Directors remain unchanged: 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, and EUR 12,667 for a member of the Board of Directors belonging to the personnel of the Company. Approximately 40% of the annual remuneration will be paid as company shares.
It was decided that the number of Board members is six (6).
The following current Board members were re-elected: Pertti Ervi, Bruce Oreck, Päivi Rekonen and Risto Siilasmaa. Tuomas Syrjänen and Matti Aksela, who belongs to the personnel of F-Secure Corporation, were elected as new members of the Board of Directors. The Board elected in its organizational meeting Risto Siilasmaa as the Chairman of the Board. The Board decided to establish two committees: Personnel Committee (compensation and nomination matters) and Audit Committee. The Board elected Risto Siilasmaa as the Chairman of the Personnel Committee and Bruce Oreck and Päivi Rekonen as members of the Personnel Committee. Pertti Ervi was elected as the Chairman of the Audit Committee and Päivi Rekonen, Matti Aksela and Tuomas Syrjänen 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 auditor. APA, Mr. Janne Rajalahti acts as the responsible partner.
Authorizing the Board of Directors to repurchase the Company's own shares
The Annual General Meeting authorized 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 valid until the next Annual General Meeting, in any case until no later than 30 June 2020, and it terminates the authorisation given to the Board of Directors by the Annual General Meeting of year 2018 concerning the repurchase of the Company’s own shares.
Authorising the Board of Directors to decide on the issuance of shares and the issuance of 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 through a share issue or by issuing 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 and the issuance of special rights. 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 valid until the next Annual General Meeting, in any case until no later than 30 June 2020, and it terminates the authorisations given to the Board of Directors by the Annual General Meeting of year 2018 concerning the directed share issue and the transfer of treasury shares.
Additional information:
Tapio Pesola, Investor Relations Manager,
investor-relations@f-secure.com
+358 44 373 4693
http://www.f-secure.com/investors