Resolutions of the Annual General Meeting of F-Secure Corporation
Stock exchange release
April 3, 2013 at 5.45 p.m.
The Annual General Meeting of F-Secure Corporation was held on April 3, 2013.
The Meeting confirmed the financial statements for the financial year 2012. 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
The Annual General Meeting decided to distribute a dividend of EUR 0.06 per
share, which will be paid to those shareholders that on the record date of
April 8, 2013 are registered in the Register of Shareholders held by Euroclear
Finland Ltd. The dividend will be paid on April 16, 2013.
Members of the Board and Auditors
It was decided that the annual compensation remain on a previous year's level;
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 seven (7). The current
members were re-elected: Mr. Jussi Arovaara, Ms. Sari Baldauf, Mr. Pertti Ervi,
Mr. Juho Malmberg, Ms. Anu Nissinen and Mr. Risto Siilasmaa. Mr. Matti
Heikkonen as a new member of the Board of Directors. The Board elected in the
first meeting Mr. Siilasmaa as the Chairman of the Board. The Board nominated
Mr. Siilasmaa as the Chairman of the Executive Committee and Ms. Baldauf and
Ms. Nissinen as members of the Executive Committee. Mr. Ervi was nominated as
the chairman of the Audit Committee and Mr. Arovaara, Mr. Heikkonen and Mr.
Malmberg were nominated as members 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.
Authorizing the Board of Directors to purchase the Company's own shares
It was decided that the Board of Directors may pass a resolution to purchase a
maximum of 10,000,000 shares of the Company. The amount represents
approximately 6.3% 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.
Authorizing the Board of Directors to decide on a transfer of own shares of the
The Annual General Meeting authorized the Board of Directors to decide on a
transfer of a maximum of 13,415,835 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.
Authorizing the Board of Directors to decide on issuance of shares
It was decided by the Annual General Meeting that the Board of Directors is
authorized to decide on the issuance of shares. The amount of shares to be
issued based on this authorization shall not exceed 40,000,000 shares. Board of
Directors decides on all the conditions of the issuance of shares. The
authorization concerns both the issuance of new shares as well as the transfer
of treasury shares. The issuance of shares may be carried out in deviation from
the shareholders' pre-emptive rights (directed issue). The authorization is
valid for 18 months. In connection with registering this authorization, the
authorization by the AGM 2012 for a directed share issue shall be reversed.
President and CEO
Christian Fredrikson, President and CEO, tel. +358 9 2520 0700
Taneli Virtanen, CFO, tel. +358 9 2520 5655
Katariina Kataja, IR, tel. +358 40 661 6884