The Annual General Meeting of the Shareholders of F-Secure Corporation held on April 12, 2000 made among others the following decisions.
The financial statements for the fiscal year 1999 were confirmed and the proposal by the Board of Directors not to declare any dividends to the shareholders was accepted. The members of the Board of Directors, deputy member and the managing director were granted a release from liability for the financial year 1999.
The members of the previous Board of Directors were re-elected, i.e. Jari Puhakka (Chairman), Olli-Pekka Kallasvuo, Kaj-Erik Relander, Risto Siilasmaa and Christopher Vargas. Ari Hyppönen continued as a deputy member.
The meeting also approved the proposal by the Board of Directors to change the Articles 3 and 11 of the Articles of Association of the company. The changes are principally of technical nature and they have been explained in a notice to the Stock Exchange dated March 29, 2000.
The annual general meeting also accepted the Board proposal to increase the share capital with a new issue by 810,272.04 euros by transferring the equivalent amount from the reserve fund to the share capital. No new shares are issued in connection with this increase. The increase was necessary in order to maintain the counter book value of the shares after the split mentioned below at no less than 0.01 euros. After the increase, the share capital of the company is 1,350,453.40 euros.
The annual general meeting also agreed on the Board proposal of a fivefold increase of the number of shares. After the increase, the number of shares will be 135,045,340.
In addition, the Board has decided that the number of option rights is correspondingly increased by five times and that the subscription price of the shares subscribed on the basis of the options is reduced to one fifth. One share option still entitles to the subscription of one share. It is the intention of the company that the increase of the number of shares is registered at the Trade Registry on April 20, 2000 and that the number of shares and options in each shareholder's book entry account is modified to be five times from the previous number so that it is estimated that on April 25, 2000 this new number of shares and options is shown in the accounts.
Furthermore, the annual general meeting accepted the Board proposal to authorise the Board for a period of one year from the general meeting to decide on an increase of share capital by one or more new issue of shares or by issuing one or more convertible bonds, option loans or option rights. The share capital of the company may, as a result of such share issues, option loans, option rights or convertible bonds, be increased at the most by 105,000 euros. New shares may be issued up to maximum of 10,500,000. The Board may deviate from the subscription rights of the shareholders. This deviation is for the purpose that the company may finance possible strategically important acquisitions by way of share issues or strengthen the financing or capital structure of the company. The subscription price is determined by the Board so that it is at minimum the counter book value of the share and the Board may accept as payment also a set-off or in-kind contribution. This new authorisation replaces the previously valid authorisation.
Additional
information:
Risto
Siilasmaa, President and CEO Jukka Kotovirta, Director .
tel.358 9 2520 5510
tel.358 9 2520 5542