Stock exchange release
March 26, 2009 at 6.30 pm
The Annual General Meeting of F-Secure Corporation was held on March 26, 2009.
The Meeting confirmed the financial statements for the financial year 2008. The
members of the Board and the President and CEO were granted a discharge from
liability. In addition, the Annual General Meeting made the following
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, 2009 are registered in
the Register of Shareholders held by Euroclear Finland Ltd. The dividend will
be paid on April 7, 2009.
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
It was decided that the number of Board members would be six. The following
members were re-elected: Marko Ahtisaari, Sari Baldauf, Pertti Ervi, Juho
Malmberg, Risto Siilasmaa and Alex Sozonoff. The Board elected in the first
meeting Mr. Siilasmaa as the Chairman of the Board. The Board nominated Ms.
Baldauf as the chairman of the Executive Committee and Mr. 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.
Proposal to Authorize the Board of Directors to Purchase the Company's Own
The Board of Directors proposes that the Board of Directors may pass a
resolution to purchase a maximum of 14.500.000 shares of the Company. The
proposed amount represents approximately 9.25% of all the shares issued by the
Company. The authorization would be valid for one year. The authorization
covers the purchase of shares through public trading on the NASDAQ OMX Helsinki
Ltd. 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
The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide on a transfer of a maximum of 15.500.000 own
shares of the Company either against consideration or without payment. The
authorization would be valid for 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 NASDAQ OMX
Helsinki Ltd. The Board of Directors shall have the right to decide on other
matters related to a transfer of own shares.
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 18 months. The maximum cumulative
number of issued new shares is 40,000,000.
President and CEO
Kimmo Alkio, President and CEO, tel. +358 9 2520 0700
Taneli Virtanen, CFO, tel. +358 9 2520 5655
Mervi Pohjoisaho, IR, tel. +358 40 535 8989