Notice of the Annual General Meeting of F-Secure Corporation
Notice is given to the shareholders of
The Board of Directors of the Company has resolved on exceptional meeting procedures based on the so-called temporary act which came into force on
It will not be possible to participate in the General Meeting in person at the meeting venue.
If a shareholder wishes to submit questions to the Company’s management, such questions to the General Meeting referred to in chapter 5, section 25 of the Limited Liability Companies Act need to be submitted in advance as further described below in section 5, Other instructions and information, of this notice.
The Company plans to publish a separate pre-recorded information session with the Company’s top management regarding the key proposals to the Annua General Meeting. The recording will be published later at https://www.f-secure.com/gb-en/investors/governance. The key proposals to the Annual General Meeting will also be discussed in the Q4 webcast, which will be held on
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
Attorney
3. Election of person to scrutinise the minutes and to supervise the counting of votes
The Company’s Vice President, General Counsel
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Limited Liability Companies Act will be deemed shareholders participating in the meeting.
The list of votes will be adopted according to the information provided by
6. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the Auditor’s report for the year 2021
As participation in the General Meeting is possible only by voting in advance, the annual review to be published by the Company on Thursday,
7. Adoption of the annual accounts and the consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Company’s dividend policy is to pay approximately half of its profits as dividends. On
F-Secure Corporation’s Board of Directors proposes 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 at the date of this notice.
As the Board of Directors has proposed that no dividend will be paid, the Company’s shareholders have the right to demand a dividend equalling the minority dividend provided for in chapter 13, section 7 of the Limited Liability Companies Act. The amount of the minority dividend would be
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the remuneration report for governing bodies
As participation in the General Meeting is possible only by voting in advance, the remuneration report published by a stock exchange release of the Company on Thursday,
11. Resolution on the remuneration of the members of the Board of Directors
The Personnel Committee of the Board of Directors proposes that the annual remuneration of the Board of Directors shall remain unchanged and be paid as follows:
12. Resolution on the number of members of the Board of Directors
The Personnel Committee of the Board of Directors proposes that the number of members of the Board of Directors be seven (7).
13. Election of members of the Board of Directors
The Personnel Committee of the Board of Directors proposes that
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes upon recommendation of the Audit Committee that the remuneration to the Auditor be paid in accordance with the approved invoice.
15. Election of the Auditor
The Board of Directors proposes upon recommendation of the Audit Committee that audit firm
16. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the General Meeting authorise 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 authorisation comprises the repurchase of shares either in the public trading or otherwise in the market on the trading price determined for the shares in public trading on the date of purchase, or with a purchase offer 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 optimizing 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 proposed to be valid until the conclusion of the next Annual General Meeting, in any case until no later than
17. 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 Board of Directors proposes that the General Meeting authorise 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 concerns both the issuance of new shares and the transfer of treasury shares held by the Company. 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 at the date of this notice, 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 proposed to be valid until the conclusion of the next Annual General Meeting, in any case until no later than
18. Amendment of the Articles of Association
The Board of Directors proposes that the section 1 of the Articles of
“1 The business name and domicile of the Company
The business name of the Company is WithSecure Oyj and in
19. Closing of the meeting
B. Documents of the General Meeting
This notice that includes all the proposals for the decisions on the matters on the agenda of the General Meeting is available on F-Secure Corporation’s website at https://www.f-secure.com/gb-en/investors/governance. F-Secure Corporation’s annual review including the Company’s annual accounts, consolidated annual accounts, the report of the Board of Directors and the Auditor’s report as well as the remuneration report are available on said website on Thursday,
C. Instructions for the participants in the General Meeting
In order to prevent the spread of the COVID-19 pandemic, the General Meeting will be organised so that the shareholder or the shareholder’s proxy representative is not allowed to participate in the General Meeting at the meeting venue. The Company’s shareholder can participate in the General Meeting and exercise the shareholder rights only in advance in accordance with the instructions set out below.
1. Shareholder registered in the shareholders’ register
Each shareholder who is registered on Friday,
2. Notification of participation and voting in advance
Notification of participation may be submitted as of, and advance voting will begin at
The requested information, such as the shareholder’s name, date of birth personal identification number and contact details, must be provided in connection with the registration. The personal data given to
A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can submit the notice of participation and vote in advance on certain matters on the agenda of the General Meeting between
- Online through the Company’s website https://www.f-secure.com/gb-en/investors/governance
The strong identification for the electronic registration and voting in advance requires the use of Finnish or Swedish online banking credentials or mobile certificate.
- By mail or email
A shareholder voting in advance by mail or email must send the advance voting form available on the Company’s website https://www.f-secure.com/gb-en/investors/governance or corresponding information to
If the shareholder participates in the meeting by sending the votes in advance by mail or email to
The voting instructions will be available on the Company’s website at the address https://www.f-secure.com/gb-en/investors/governance. Additional information is also available by telephone at +358 10 2818 909 during the time reserved for the notice of participation and advance voting between
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise the shareholder rights at the meeting by way of proxy representation. The proxy representative may only participate in the General Meeting by voting in advance in the manner instructed in this notice. The proxy representative must personally identify themselves in the electronic identification service and for advance voting using strong identification, after which the proxy representative can register and vote in advance on behalf of the shareholder the proxy representative represents. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate such representative’s right to represent the shareholder at the General Meeting. A statutory representation right can be demonstrated by utilising the suomi.fi e-Authorisations service used in the electronic registration service.
When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Proxy and voting instruction templates are available on the Company’s website at the address https://www.f-secure.com/gb-en/investors/governance at the latest on Wednesday,
Submitting a proxy to
A holder of nominee registered shares is advised to follow the instructions of such holder’s custodian bank regarding proxies as described in section 4. Holder of nominee registered shares below. If a holder of nominee registered shares wishes to be represented by some other person than such holder’s custodian, the representative must provide
4. Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the holder of nominee registered shares on the record date of the General Meeting, Friday,
A holder of nominee registered shares is advised to request in good time the necessary instructions regarding registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting from such shareholder’s custodian bank. The account management organisation of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to participate in the General Meeting, into the shareholders’ register of the Company at the latest by the time stated above. The account management organisation of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to holders of nominee registered shares.
Further information is available on the Company’s website at the address https://www.f-secure.com/gb-en/investors/governance.
5. Other instructions and information
Shareholders who hold at least one-hundredth of all the shares in the Company have the right to make counterproposals on the matters on the agenda of the General Meeting to be put up for a vote. Such counterproposals are required to be sent to the Company by email to investor-relations@f-secure.com no later than on Tuesday,
A shareholder has the right to ask questions referred to in chapter 5, section 25 of the Limited Liability Companies Act with respect to the matters to be considered at the General Meeting. Such questions may be delivered in the electronic registration service or by email to investor-relations@f-secure.com or by mail to the address
On the date of this notice, Thursday,
In
F-SECURE CORPORATION
Board of Directors
Contact information:
+358 40 700 1849
investor-relations@f-secure.com
Tiina Sarhimaa, Chief Legal Officer,
+358 50 561 0080
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