Resolutions of the Annual General Meeting of F-Secure Corporation and the decisions of the organizing meeting of the Board of Directors
March 16 2022 - 9:45AM
Resolutions of the Annual General Meeting of F-Secure Corporation
and the decisions of the organizing meeting of the Board of
Directors
F-Secure Corporation, Stock Exchange Release, 16 March 2022, at
15.45 EET
Resolutions of the Annual General Meeting of F-Secure
Corporation and the decisions of the organizing meeting of the
Board of Directors
The Annual General Meeting of F-Secure Corporation was held on
16 March 2022. The General Meeting confirmed the financial
statements for the financial year 2021 and reviewed the
remuneration report for governing bodies. The members of the Board
and the President and CEO were discharged from liability.
The use of the profit shown on the balance sheet and the
payment of dividend
The General meeting approved the proposal of the Board of
Directors that no dividend will be paid for the financial year 2021
due to the contemplated separation of the Company’s consumer
security business that has been communicated by the Company by a
separate stock exchange release on 17 February 2022.
Board of Directors and Auditors
The General Meeting decided that the annual remuneration of the
Board of Directors remain unchanged: EUR 80,000 for the Chairman of
the Board of Directors, EUR 48,000 for the Committee Chairmen, EUR
38,000 for the members of the Board of Directors, and EUR 12,667
for the member of the Board of Directors employed by the Company.
Approximately 40% of the remuneration will be paid as shares in the
Company.
The General Meeting decided that the number of Board members
shall be seven. The following current Board members were
re-elected: Risto Siilasmaa, Keith Bannister, Pertti Ervi, Päivi
Rekonen and Tuomas Syrjänen. Kirsi Sormunen and Tony Smith, who
belongs to the personnel of F-Secure Corporation, were elected as
new members of the Board of Directors.
The Board elected Risto Siilasmaa as the Chairman of the Board.
Tuomas Syrjänen was nominated as the Chairman of the Personnel
Committee and Risto Siilasmaa and Päivi Rekonen as members of the
Personnel Committee. Pertti Ervi was nominated as the Chairman of
the Audit Committee and Keith Bannister, Kirsi Sormunen and Tony
Smith were nominated as members of the Audit Committee.
It was decided that the remuneration to the Auditor is paid in
accordance with the approved invoice. Audit firm
PricewaterhouseCoopers Oy was re-elected as Auditor of the Company.
Mr. Janne Rajalahti, APA, acts as the Responsible
Auditor.
Authorising the Board of Directors to decide on the
repurchase of the Company's own shares
The General Meeting authorised the Board of Directors to decide
upon the repurchase of a maximum of 10,000,000 of the Company’s own
shares in total in one or several tranches and with the Company’s
unrestricted equity. The authorisation entitles the Board of
Directors to decide on the repurchase also in deviation from the
proportional holdings of the shareholders (directed repurchase).
The authorization is valid until the conclusion of the next Annual
General Meeting, in any case until no later than 30 June 2023.
Authorising the Board of Directors to decide on the
issuance of shares as well as the issuance of options and other
special rights entitling to shares
The General Meeting authorised the Board of Directors to decide
on the issuance of a maximum of 31,759,748 shares in total through
a share issue as well as by issuing options and other special
rights entitling to shares pursuant to Chapter 10, Section 1 of the
Limited Liability Companies Act in one or several tranches. The
proposed maximum number of the shares corresponds to 20 % of the
Company’s registered number of shares. The authorisation entitles
the Board of Directors to decide on all terms related to the share
issue as well as the issuance of options and other special rights
entitling to shares. The issuance of shares may be carried out in
deviation from the shareholders’ pre-emptive subscription right
(directed issue).
The authorisation may be used for a potential share issue that
may be arranged by the Company to finance the implementation of the
Company’s growth strategy relating to its corporate security
business remaining with the Company after the completion of the
contemplated demerger, as communicated by the Company by a separate
stock-exchange release on 17 February 2022, as well as for
potential acquisitions or other arrangements, share-based incentive
schemes or otherwise for purposes decided by the Board of
Directors. The authorisation is valid until the conclusion of the
next Annual General Meeting, in any case until no later than 30
June 2023.
Amendment of the Articles of Association
In accordance with the Board of Directors' proposal, the General
Meeting decided to change section 1 of the Articles of Association
of the Company to read as follows:
“1 The business name and domicile of the Company
The business name of the Company is WithSecure Oyj and in
English WithSecure Corporation and the domicile is Helsinki.”
Minutes of the Annual General Meeting
Advance voting was held on matters 7–18 on the agenda of the
Annual General Meeting. The detailed results of the advance voting
are recorded in the minutes of the meeting. The minutes of the
meeting will be available on the Company’s website at
www.f-secure.com/investors at the latest on 30 March 2022.
Contact information:
Laura Viita, Investor Relations Director, F-Secure Corporation
+358 50 487 1044 investor-relations@f-secure.com
Tiina Sarhimaa, Chief Legal Officer, F-Secure Corporation +358
50 561 0080
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