The Annual General Meeting of F-Secure Corporation was held on
March 26, 2008. The Meeting confirmed the financial statements for
the fiscal year 2007. The members of the Board and the President
& CEO 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
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.
Members of the Board and Auditors
It was decided that the annual compensation for the chairman is
EUR 55,000, for the chairmen of Executive and Audit Committee EUR
40,000 and for members EUR 30,000. Approximately 40% of the annual
remuneration will be paid as company shares.
It was decided that the number of Board members would be six.
The following members were re-elected: Mr. Marko Ahtisaari, Ms.
Sari Baldauf, Mr. Pertti Ervi, Mr. Risto Siilasmaa, and Mr. Alex
Sozonoff. Mr. Juho Malmberg was elected as a new member. The Board
elected in the first meeting Mr. Risto Siilasmaa as the Chairman of
the Board. The Board nominated Ms. Sari Baldauf as the chairman of
the Executive Committee and Mr. Pertti Ervi as the chairman of the
Audit Committee.
It was decided that auditor’s fee will be paid against approved
invoice. Ernst & Young Oy was elected the Group’s auditors.
APA, Mr. Erkka Talvinko is acting as responsible partner.
The authorization of Board of Directors to decide on
directed share issue
The Board was authorized to decide on a directed share issues
and their terms. The authorization is valid for the period of one
year. The maximum cumulative number of issued new shares is
40,000,000. The unused portion of the authorization given by the
Shareholders’ meeting on the March 20, 2007, will be cancelled
simultaneously with the registration of the new authorization.
Recording of the subscription price for shares issued based
on stock options in company’s distributable equity
It was decided 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.
Proposal to Authorize the Board of Directors to Purchase
the Company's Own Shares
It was decided that the Board may pass a resolution to purchase
a maximum of 15.513.111 shares of the Company. The amount
represents approximately 10% of all the shares issued by the
Company. The authorization is 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.
Authorization to the Board of Directors to decide on a
transfer of own shares of the Company
It was decided that the Board may decide on a transfer of a
maximum of 15.513.111 own shares of the Company either against
consideration or without payment. The authorization is 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.
F-Secure Corporation
Kimmo Alkio
President, CEO
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
http://www.F-Secure.com
