F-Secure Corporation, Stock exchange release, 12 February 2018 at 19.45 (EET)
The notice to the Annual General Meeting published on 9 February 2018 has been amended with respect to item 10, the resolution on the remuneration of the members of the Board of Directors.
The amended proposal for item 10 is as follows:
"The Board of Directors’ Personnel Committee proposes to the Annual General Meeting that annual remuneration of the Board members would be as follows: Chairman EUR 80,000, Chairman of committees EUR 48,000, other members EUR 38,000 and members employed by F-Secure Corporation EUR 12,667."
The amended notice to the Annual General Meeting, which in all other respects remains the same as the invitation published on 9 February 2018, is appended in full to this stock exchange release.
Additional infomation:
Tapio Pesola,
IR Manager, F-Secure
+358 44 3734693
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Notice to the F-Secure Annual General Meeting
Notice is given to the shareholders of F-Secure Corporation of the Annual General Meeting to be held on Thursday, April 4, 2018 at 3:00 p.m. at company headquarters (address: Tammasaarenkatu 7, Helsinki). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2:15 p.m.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and 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 report of the Board of Directors and the auditor’s report for the year 2017
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.04 per share be paid based on the adopted balance sheet for the financial year 2017. The total amount of dividends would be approximately EUR 6,2 million. The company's distributable shareholder's equity is EUR 49,6 million. The dividend would be paid to shareholders who on the record date for the dividend payment on April 6, 2018 are recorded in the shareholders’ register held by Euroclear Finland Ltd. The dividend would be paid on April 18, 2018.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors’ Personnel Committee proposes to the Annual General Meeting that annual remuneration of the Board members would be as follows: Chairman EUR 80,000, Chairman of committees EUR 48,000, other members EUR 38,000 and members employed by F-Secure Corporation EUR 12,667. Approximately 40% of the annual remuneration would be paid as company shares acquired in accordance with the Board’s decision. The company will pay any transfer tax related to the acquisition of company shares. Travel expenses will be paid in accordance with company policy. In addition the Chairman of the Board will receive secretary services, a phone benefit, broadband connection and a personal computer.
11. Resolution on the number of members of the Board of Directors
The Personnel Committee proposes to the Annual General Meeting that the Board of Directors would consist of six (6) members.
12. Election of members of the Board of Directors
The Personnel Committee proposes that Risto Siilasmaa, Pertti Ervi, Matti Heikkonen, Bruce Oreck, and Päivi Rekonen would be re-elected. Personnel Committee further proposes that a candidate elected from F-Secure Corporation’s personnel, whose election process is ongoing at the moment, would be elected as a new member to the Board of Directors.
This proposal to the annual general meeting will be complemented as soon as the election process has been completed. The election process will take place as follows: an election will be arranged for F-Secure corporation’s personnel. Each permanent employee of F-Secure Corporation is eligible as a candidate. The Personnel Committee will interview three persons who have obtained the highest vote in the elections, and choose a candidate from amongst them to be proposed for election as a new member of the Board by the Annual General Meeting.
All members are proposed to be elected for a term that will continue until the closing of the next Annual General Meeting. Said nominees have given their consent to the election, except for the member elected from the personnel, whose consent will be given prior to complementing this proposal. The Board members’ personal details are available at the company’s website at www.f-secure.com/agm.
The contents of this notice departs from the first recommendation of the Finnish Corporate Governance Code 2015 due to the fact that all nominated members of the Board of Directors cannot be named. As the Personnel Committee believes it is important that a person from F-Secure’s personnel will be nominated as a member of the Board and as the election process is ongoing, the Personnel Committee finds that there is a justified reason to depart from the recommendation of the Corporate Governance Code.
13. Resolution on the remuneration of the Auditor
The Board of Director proposes to the Annual General Meeting upon recommendation of the company’s Audit Committee that Auditors’ fee would be paid against approved invoice.
14. Election of Auditor
The Board of Director proposes to the Annual General Meeting upon recommendation of the company's Audit Committee that Pricewaterhouse Coopers Oy will be elected as the company's Auditor.
15. Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase of 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 scheme 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 proposed to be valid until next Annual General meeting however not longer than until June 30, 2019 and the previous authorization granted to the Board of Directors by the 2017 Annual General Meeting regarding the repurchase of the company’s own shares would expire upon the new authorization.
16. Authorizing the Board of Directors to decide on the issuance of shares and other special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of a maximum of 31,000,000 shares, representing 19.5 per cent of the company’s shares entered in the Trade Register, 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 proposed to be valid until next General Annual Meeting however not later than until June 30, 2019, and the previous authorization granted to the Board of Directors by the 2017 Annual General Meeting regarding the issuance of shares and transfer of own shares would expire upon the new authorization.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the matters on the agenda of the Annual General Meeting as well as this notice are available on company’s website at www.f-secure.com/agm. The annual report, the report of the Board of Directors, and the auditor’s report of F-Secure are available on the above-mentioned website on March 14, 2018. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website no later than April 18, 2018.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on March 21, 2018 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the general meeting, shall register for the meeting no later March 28, 2018 by 4 p.m. by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date. Such notice can be given:
- Internet: www.f-secure.com/agm
- Telephone: +358 9 2520 4800 (Mon - Fri 9 a.m. - 4 p.m. Finnish time)
- Regular mail: F-Secure Corporation, Reception/AGM, Tammasaarenkatu 7, PL 24, 00180 Helsinki, Finland
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to F-Secure Corporation is used only in connection with the general meeting and with the processing of related registrations.
2. Holders 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 March 21, 2018 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest on March 28, 2018 by 10 a.m. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization 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 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 his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting. Possible proxy documents should be delivered in originals to the above mentioned address at the latest by March 28, 2018 by 4 p.m.
4. Other information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the general meeting the total number of shares in F-Secure Corporation is 158 798 739 shares. Every share has one vote.
In Helsinki, March 8, 2018 (The Notice has been amended on 12 February 2018)
F-SECURE CORPORATION
Board of Directors
Additional infomation:
Tapio Pesola,
IR Manager, F-Secure
+358 44 3734693