AGM Information • Mar 26, 2008
AGM Information
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Disclosure 256975
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 DISTRIBUTION OMX Nordic Exchange Helsinki Main Media
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