The Annual General Meeting of F-Secure Corporation was held on
March 22, 2006. The Meeting confirmed the financial statements for
the fiscal year 2005. The members and the deputy member of the
Board of Directors and the managing director were granted a
discharge from liability. In addition, the Annual General Meeting
made the following decisions:
Dividend
It was decided to distribute a dividend of EUR 0.07 per share, a
total of EUR 10,834,055.26 with the current number of shares,
as proposed by the Board of Directors. The dividend will be paid on
April 4, 2006 to shareholders registered in the company’s Register
of Shareholders held by Finnish Central Securities Depository Ltd
on the record date of March 27, 2006.
Members of the Board and Auditors
It was decided that the annual compensation for the member is
EUR 20,000 and 10,000 stock options and for the chairman EUR 30,000
and 15,000 share options. Members of the board that are employed by
the group, will not be compensated.
Because Mr. Antt Vasara announced not be in disposal in the
Board due to his new position at Nokia Corporation, it was decided
that the number of Board members would be four. The following
members were elected: Mrs. Sari Baldauf, Mr. Pertti Ervi, Mr. Risto
Siilasmaa, and Mr. Alex Sozonoff. Ari Hyppönen was re-elected
deputy member. The Board elected in the first meeting Mr. Pertti
Ervi as Chairman of the Board.
It was decided that auditor’s fee will be paid against approved
invoice. Ernst & Young Oy was elected the Group’s auditors.
APA, Mr. Tomi Englund is acting as responsible partner.
Authorizing the Board of Directors to increase the share capital
of the company
The Board was authorized to increase the share capital of the
Company as follows:
The authorization of Board of Directors to increase the share
capital of the company as follows:
- The duration of the authorization
The Board to be authorized during the period of one (1) year
from the date of the shareholders' meeting to decide on an increase
of the share capital of the company by one or more new share issues
or by launching one or more convertible bonds or option rights. As
a result of such share issues, option rights or convertible loans,
the share capital of the company may be increased by a maximum of
280,000 Euros. The maximum number of new shares to be issued is
28,000,000. To the extent the authorization is used to create
incentive systems for the personnel of the group, the share capital
may increase by a maximum of 70,000 EUR, in which case a maximum
amount of 7,000,000 shares may be issued.
- Deviation from subscription rights
The shares, convertible bonds or option rights may be offered
to be subscribed by deviating from the subscription rights of the
shareholders. This deviation from the subscription rights is
proposed for the purpose that the company may fund its possible
acquisitions which are of strategic importance by way of share
arrangements, or strengthen its financing and capital structure, or
create incentive programs for Group’s employees.
- The determination of the subscription price
The subscription price for the shares issued in the share
capital increase and converted or subscribed on the basis of
convertible bonds or option rights will be determined by the Board
of Directors. At minimum, the subscription or conversion price per
share is the counter book value of the share. To the extent the
authorization is used to create incentive systems for the personnel
of the Group, the subscription price will be determined by the
Board of Directors so that it is based on the market price of the
share.
- Payment of the subscription price
The Board may accept as payment also a set-off or provision
of other assets (in-kind contributions).
- Previous authorization
The proposal of the Board includes also that the unused
portion of the authorization given by the Shareholders’ meeting on
the March 23, 2005, will be cancelled simultaneously with the
registration of the new authorization.
Draft of terms of Rommon merger
It was decided to accept the draft of terms of merger according
to which fully owned subsidiary Rommon Oy shall merge into F-Secure
Corporation in order to achieve cost savings, as proposed by the
Board of Directors.
F-Secure Corporation
Risto Siilasmaa
President, CEO
Additional information:
F-Secure Corporation
Risto Siilasmaa, President and CEO
tel.358 9 2520 5510
Taneli Virtanen, CFO
tel.358 9 2520 5655
http://www.F-Secure.com
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