Helsinki, Finland, 2015-03-25 13:00 CET (GLOBE NEWSWIRE) --
SSH COMMUNICATIONS SECURITY CORPORATION COMPANY ANNOUNCEMENT MARCH 25, 2015 AT 2:00 P.M.
DECISIONS OF SSH COMMUNICATIONS SECURITY CORPORATION´S ANNUAL GENERAL MEETING 2015
The Annual General Meeting of SSH Communications Security Corporation has unanimously adopted the financial statement and consolidated financial statement and granted discharge from liability to the Board members and CEO who have been active during the accounting period between January 1st 2014 and December 31st 2014.
Annual General Meeting decided that the profit shown by the parent company’s financial statement is registered into the profit and loss account and no dividend is paid.
At the Annual General Meeting, Päivi Hautamäki, Timo Syrjälä, Tatu Ylönen and Jukka Manner (new member) were elected as members of the company’s Board of Directors. In the organizing meeting of the Board of Directors, Timo Syrjälä was elected as the Chairman of the Board of Directors.
The Authorized Public Accountants KPMG Oy Ab was re-elected as the auditor of the company. KPMG Oy Ab has informed that Kirsi Jantunen will continue as the accountant with the main responsibility.
The Annual General Meeting approved the Board of Directors’ proposal to amend the Article 10 of the company’s Articles of Association in its entirety as follows:
The Annual General Meeting approved the Board of Directors’ proposal to authorize the Board of Directors to decide upon the issuing of a maximum of 4,000,000 shares as a share issue against payment or by giving stock options or other special rights entitling to shares, in accordance with Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, either according to the shareholders’ pre-emptive right to share subscription or deviating from this right, in one or more tranches. Based on the authorization, either new shares can be issued or own shares, which the company possibly has in its possession, can be transferred. Based on the authorization, the Board of Directors has the same right as the Annual General Meeting to decide on the issuing of shares against payment and special rights (including stock options) in accordance with Chapter 10 Section 1 of the Finnish Limited Liability Companies Act. Thereby, the authorization includes, inter alia, the right to deviate from the shareholders’ pre-emptive rights with directed issues providing that the company has a weighty financial reason for the deviation in respect of the share issue against payment.
Furthermore, the authorization includes the Board of Directors’ right to decide upon who are entitled to the shares and/or stock options or special rights in accordance with Chapter 10 Section 1 of the Finnish Limited Liability Companies Act as well as on the related compensation, subscription and payment periods and on the registering of the subscription price into the share capital or invested non-restricted equity fund within the limits of the Finnish Limited Liability Companies Act.
The authorization is valid until the next Annual General Meeting, but will however expire at the latest on June 30th 2016.
The Annual General Meeting approved the Board of Directors’ proposal to authorize the Board of Directors to decide upon the acquiring of a maximum of 2,000,000 shares of the company with assets belonging to the company’s non-restricted equity. The shares can also be acquired otherwise than in proportion to the holdings of the existing shareholders (directed acquisition). The maximum compensation to be paid for the acquired shares shall be the market price at the time of purchase, which is determined in the public trading.
The authorization for the acquiring of the company’s own shares will be used, inter alia, 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 acquisition of shares reduces the company’s distributable non-restricted equity.
Decision concerning the acquiring of own shares cannot be made so that the combined amount of the own shares which are in the possession of, or held as pledges by, the company or its subsidiaries exceeds one-tenth of all shares. The Board of Directors decides on all other matters related to the acquisition of shares.
The authorization is valid until the next Annual General Meeting, but will however expire at the latest on June 30th 2016.
The Minutes of the Annual General Meeting are available (in Finnish) on company’s website at www.ssh.com at latest from 8 April 2015.
SSH COMMUNICATIONS SECURITY CORPORATION
Harri Koponen
CEO
For further information, please contact:
Jyrki Lalla, CFO, tel. +358 45 340 4641
Distribution:
NASDAQ OMX Helsinki Oy
Major media
www.ssh.com
About SSH Communications Security:
As the inventor of the SSH protocol, we have a twenty-year history of leading the market in developing advanced security solutions that enable, monitor, and manage encrypted networks. Over 3,000 customers across the globe trust the company’s encryption, access control and encrypted channel monitoring solutions to meet complex compliance requirements, improve their security posture and save on operational costs. SSH Communications Security is headquartered in Helsinki and has offices in the Americas, Europe and Asia. The company’s shares (SSH1V) are quoted on the NASDAQ OMX Helsinki. For more information, visit www.ssh.com
DECISIONS OF SSH COMMUNICATIONS SECURITY CORPORATION´S ANNUAL GENERAL MEETING 2015
| Source: SSH Communications Security Oyj