Resolutions of the Annual General Meeting of
The Annual General Meeting of
The Annual General Meeting adopted the annual accounts and the consolidated annual accounts for the financial year that ended on
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Annual General Meeting resolved that based on the balance sheet for the financial year that ended on
The first dividend instalment of
The second dividend instalment of
Composition and remuneration of the Board of Directors
The Annual General Meeting resolved that the number of the members of the Board of Directors shall be six (6). The current board members
It was resolved that the remuneration of the members of the Board shall remain unchanged. The remuneration is as follows:
Furthermore, the travel expenses and other costs of the members of the Board of Directors directly related to board work are paid in accordance with the Company’s policy in force from time to time and that each member of the Board of Directors of
Election and remuneration of the Auditor
The Annual General Meeting re-elected the audit firm
The Auditor will be remunerated in accordance with the invoice approved by the Company and the same applies to the auditor’s fees relating to the audit of the Company’s sustainability report from the financial year 2024.
Authorising the Board of Directors to decide on the repurchase of the Company’s own shares
The Annual General Meeting authorised the Board of Directors to resolve on the repurchase of a maximum of 10,000,000 of the Company’s own shares in one or more instalments with funds belonging to the Company’s unrestricted equity. This number of shares corresponds to approximately 5.72% of the Company’s total number of shares on the date of the notice to the Annual General Meeting
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 authorisation comprises the repurchase of shares either in public trading or otherwise based on the market price on the date of purchase, or with a bid to the shareholders in which case the repurchase price must be the same for all shareholders. The Company’s own shares shall be repurchased to be used for carrying out acquisitions or implementing other arrangements related to the Company’s business, for optimising the Company’s capital structure, as part of the implementation of the Company’s incentive scheme or otherwise to be transferred further or cancelled. The authorisation includes the right of the Board of Directors to decide on all other terms related to the repurchase of the Company’s own shares. The authorisation is valid until the conclusion of the next Annual General Meeting, but no later than
Authorising the Board of Directors to decide on the issuance of shares and special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to decide on issuance, in one or more instalments, of new shares or shares possibly held by the Company through share issue and/or issuance of option rights or other special rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, so that by virtue of the authorisation altogether 17,000,000 shares may be issued and/or transferred at the maximum. This number of shares corresponds to approximately 9.73% of the Company’s total number of shares on the date of the notice to the Annual General Meeting.
The authorisation can be used for the financing or execution of potential acquisitions or other arrangements or investments relating to the Company’s business, for the implementation of the Company’s incentive scheme or for other purposes subject to the Board of Directors’ decision.
The authorisation entitles the Board of Directors to decide on all terms and conditions of the share issue and the issuance of special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The authorisation thus includes the right to issue shares also in a proportion other than that of the shareholders’ current shareholdings in the Company under the conditions provided in law, the right to issue shares against payment or without charge, as well as the right to decide on a share issue without payment to the Company itself, subject to the provisions of the Finnish Limited Liability Companies Act on the maximum amount of treasury shares.
The authorisation will remain valid until the conclusion of the following Annual General Meeting, but no later than
Organisational meeting of the Board of Directors
In its organisational meeting held after the Annual General Meeting, the Board of Directors of
From among its members, the Board elected Petra Teräsaho (chair of the committee),
The Board of Directors has evaluated the independence of its members of the company and significant shareholders. All members are independent of the Company’s major shareholders with the exception of
Establishment of the
In its organisational meeting, the Board of Directors resolved to establish a
From among its members, the Board elected
Minutes of the Annual General Meeting
The Annual General Meeting minutes will be made available on https://www.investors.f-secure.com/en/investors/corporate_governance/annual_general_meeting_2024 on
The Board of Directors
For additional information, please contact:
Chief Financial Officer
General Counsel
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