The shareholders of F-Secure Corporation are invited to the
Annual General Shareholders' Meeting (AGM) to be held on Wednesday
March 26, 2008, starting at 15.00 Finnish time at High Tech Center,
Ruoholahti, Tammasaarenkatu 3, 00180 Helsinki, Finland.
Participants are kindly requested to arrive by 14.45 hours.
The proposals of the Board to the Annual General
Meeting
1) The matters designated to the AGM in Article 10 of the
Articles of Association
2) The authorization of Board of Directors to decide on a
directed share issue
The Board proposes to the General Annual meeting to authorize
the Board to decide on one or more directed share issues and their
terms. The maximum cumulative number of issued new shares is
40,000,000. The authorization is valid for one (1) year.
3) Recording of the subscription price for shares issued based
on stock options in company’s distributable equity
The Board proposes that the Annual General Meeting resolve
that the total amount of the subscription prices paid for new
shares issued after the date of the Annual General Meeting, based
on stock options under the F-Secure Stock Option Plans 2002 and
2005, be recorded in company’s distributable equity.
4) Proposal to Authorize the Board of Directors to Purchase the
Company's Own Shares
The Board of Directors proposes that the Board of Directors
may pass a resolution to purchase a maximum of 15.513.111 shares of
the Company The proposed amount represents approximately 10% of all
the shares issued by the Company. The authorization would be valid
one year. The authorization covers the purchase of shares through
public trading on the OMX Nordic Exchange (Helsinki) in accordance
with its rules or through a public tender offer made to the
shareholders of the Company. The consideration payable for the
shares shall be based on the market price. In purchasing of the
Company's own shares derivative, share lending and other contracts
customary to the capital markets may be concluded pursuant to law
and applicable legal provisions.
The authorization entitles the Board of Directors to pass a
resolution to purchase the shares by deviating from the
shareholders’ pre-emptive rights (directed purchase) subject to the
provisions of the applicable law. The own shares will be purchased
to be used for making acquisitions or implementing other
arrangements related to the Company's business, to improve the
Company's financial structure, to be used as part of the incentive
compensation plan or for the purpose of otherwise assigning or
cancelling the shares. The Board of Directors shall have the right
to decide on other matters related to the purchase of the Company’s
own shares.
5) Authorization to the Board of Directors to decide on a
transfer of own shares of the Company
The Board of Directors proposes that the Annual General
Meeting authorizes the Board of Directors to decide on a transfer
of a maximum of 15.513.111 own shares of the Company either against
consideration or without payment. The authorization would be valid
one year. The Board of Directors is authorized to transfer the
shares in deviation from the shareholders’ pre-emptive rights
(directed transfer) subject to the provisions of the applicable
law.
The shares may be transferred as a consideration to finance
acquisitions or in other arrangements and used as part of the
equity-based incentive plans of the Company as decided by the Board
of Directors. The Board of Directors shall also have the right to
sell the shares through public trading on the OMX Nordic Exchange
(Helsinki).The Board of Directors shall have the right to decide on
other matters related to a transfer of own shares.
6) Dividend proposal
The Board proposes to the Annual General Meeting that a dividend
of EUR 0.07 per share would be paid to those shareholders that on
the record date of March 31, 2008 are registered in the Register of
Shareholders held by the Finnish Central Securities Depository Ltd.
The dividend will be paid on April 8, 2008.
7) Candidates for the Board of Directors and for an Auditor
The Executive Committee proposes to the Annual General
Meeting that the number of board members would remain at six (6)
and following members would continue as board members: Mr. Marko
Ahtisaari, Ms. Sari Baldauf, Mr. Pertti Ervi, Mr. Risto Siilasmaa
and Mr. Alexis Sozonoff. As Mr. Ari Hyppönen, who has been
over 10 years as a member and a deputy member in the Board, has
informed the Committee that he will not stand for re-election to
the Board of Directors at the Annual General Meeting 2008, the
committee proposes Mr. Juho Malmberg, Member of the Executive Board
of KONE Corporation, to be nominated as the member of the board of
F-Secure Corporation. Mr. Malmberg has previously served as
Managing Director of Accenture Finland 2002-2005, Director, Nordic
Outsourcing of Accenture 2005, Deputy Managing Director 1999-2002
and Technology Director 1992-1999. The Audit Committee proposes
that Ernst & Young Oy would be re-elected as Auditor.
The Executive Committee proposes to the Annual General
Meeting that annual remuneration of the Board members would be the
following: Chairman EUR 55,000, Chairman of committees EUR 40,000
and other members EUR 30,000. Approximately 40% of the annual
remuneration would be paid as company shares. The Audit Committee
proposes that auditors fee would be be paid against approved
invoice.
Documents
The documents are available to the public latest from March 19,
2008, on the Company homepage
www.f-secure.com/investor_relations.
Copies of the documents will be mailed to shareholders upon
request. The request may be forwarded through the contact
information below.
Right to participation
A shareholder who, no later than March 14, 2008, has been noted
as a shareholder in the list of shareholders maintained by Finnish
Central Securities Depository Ltd, is entitled to participate in
the Annual General Meeting unless otherwise decreed by law.
Registration
To be permitted to participate in the shareholders' meeting, a
shareholder must register for it no later than March 17, 2008, at
16.00 Finnish Time. Registration may take place by e-mail to
ilmoittautumiset@entre.fi,
by phone +358 (0) +358 50 396 7579, by mail F-Secure Corporation/
Ulla Toivanen, PL 24, 00181 Helsinki, or at the Company's
headquarters, Tammasaarenkatu 7 (Ruoholahti), Helsinki, Finland.
The registration must be on hand at the addresses above before the
end of the registration period. A Power of Attorney is requested at
the time of registration.
Helsinki, February 13, 2008
F-Secure Corporation
Board of Directors
Additional information:
F-Secure Corporation
Kimmo Alkio, President and CEO
tel.+ 358 9 2520 5550
Taneli Virtanen, CFO
tel.+ 358 9 2520 5655
Jukka Kotovirta, Investor Relations
tel.+ 358 405 883 933
