The Board of Directors has today decided not to propose to the
Annual General Meeting the authorization to acquire and dispose own
shares as mentioned in Stock Exchange Release on the 15th of
February 2005.
The shareholders of F-Secure Corporation are invited to the
Annual General Shareholders' Meeting (AGM) to be held on Wednesday
March 23, 2005, starting at 15.00 Finnish time at High Tech Center,
Ruoholahti, Tammasaarenkatu 3, 00180, Helsinki, Finland.
Participants are kindly requested to arrive by 14.45 hours.
The proposals of the Board to the Annual General Meeting
1) The matters designated to the AGM in Article 11 of the
Articles of Association
2) The authorization of Board of Directors to increase the share
capital of the company
The Board to be authorised to decide on an increase of the share
capital of the company by one or more new share issues or by
launching one or more convertible bonds or option rights which may
be offered to be subscribed by deviating from the subscription
rights of the shareholders. This deviation from the subscription
rights is proposed for the purpose that the company may fund its
possible acquisitions which are of strategic importance by way of
share arrangements, or strengthen its financing and capital
structure, or create incentive programs for Group’s employees. The
authorization valid for the period of one (1) year may increase the
share capital of the company by a maximum of 280,000 EUR. To the
extent the authorization is used to create incentive systems for
the personnel of the group, the share capital may increase by a
maximum of 70,000 EUR.
3) New option program to replace the options proposed to be
cancelled in Article 4
The Board of Directors proposes the creation of a new option
program (F-Secure Option program 2005). In the new program, key
personnel of F-Secure will be offered a total of 4.5 million stock
options belonging into four series. The options entitle to
subscribe for a total of 4.5 million shares with a counter book
value of 0.01 euros. This refers to an increase of the share
capital of the company due to share subscriptions by a maximum of
45.000 euros. The share subscription prices pursuant to the options
will be based on the market value of the F-Secure share in public
trading. The details of the terms and conditions of the options
also in other respects can be seen from the attached terms and
conditions.
4) Cancellation of the unallocated option rights in the previous
option programs
The Board proposes to cancel, in connection with the new Stock
Option Plan 2005, all stock options having not been allocated from
the Company Stock Option Plan 1999/II, 1999III & 2002 in order
not to increase the total number of stock options. This proposal is
conditional upon the approval by the Shareholders’ Meeting of the
proposal under Article 3 above.
Candidates for the Board of Directors and for an Auditor
The Company has been informed that shareholders who have over
50% of votes propose following candidates to the Board of
Directors: Sari Baldauf, Pertti Ervi, Risto Siilasmaa, Alexis
Sozonoff, Antti Vasara and as deputy Ari Hyppönen. As auditor they
propose Ernst & Young Oy. All of them have expressed their
acceptance.
Documents
The documents are available to the public latest from March 16,
2005, on our investor pages, as well as at the head office of the
Company at Tammasaarenkatu 7, Helsinki, Finland. Copies of the
documents will be mailed to shareholders upon request. The request
may be forwarded through the contact information below.
Right to participation
A shareholder who, no later than March 11, 2005, has been noted
as a shareholder in the list of shareholders maintained by Finnish
Central Securities Depository Ltd, is entitled to participate in
the Annual General Meeting unless otherwise decreed by law.
Registration
To be permitted to participate in the shareholders' meeting, a
shareholder must register for it no later than Friday March 15,
2005, at 14.00 Finnish Time. Registration may take place by e-mail
to
mikaela.anaja@f-secure.com,
by phone +358-9-2520 5390/Mikaela Anaja, by fax +358-9-2520
5003/Mikaela Anaja, by mail F-Secure, PL 24, 00180 Helsinki, or at
the Company's headquarters at Tammasaarenkatu 7, Helsinki. The
registration must be on hand at the addresses above before the end
of the registration period. A Power of Attorney is requested at the
time of registration.
