The Annual General Meeting of F-Secure Corporation was held on
March 23, 2005. The Meeting confirmed the financial statements for
the fiscal year 2004. The members and the deputy member of the
Board of Directors and the managing director were granted a
discharge from liability. In addition, the Annual General Meeting
made the following decisions:
Dividend
The Board of Directors’ proposal not to issue a dividend was
accepted.
Members of the Board and Auditors
It was decided that the annual compensation for the member is
14,000 € and 10,000 stock options and for the chairman 21,000 € and
15,000 share options. Members of the board that are employed by the
group, will not be compensated.
It was decided that there would continue to be five Board
members. The following members were elected: Ms. Sari Baldauf, Mr.
Pertti Ervi, Mr. Risto Siilasmaa, Mr. Antti Vasara and Mr. Alex
Sozonoff. Ari Hyppönen was re-elected deputy member. The Board
elected in the first meeting Mr. Pertti Ervi as Chairman of the
Board.
It was decided that auditor’s fee will be paid against approved
invoice. Ernst & Young Oy was elected the Group’s auditors.
APA, Mr. Tomi Englund is acting as responsible partner.
Authorizing the Board of Directors to increase the share
capital of the company
The Board was authorized to increase the share capital of the
Company as follows:
- The duration of the authorization The Board to be authorized
during the period of one (1) year from the date of the
shareholders' meeting 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. As a
result of such share issues, option rights or convertible loans,
the share capital of the company may be increased by a maximum of
280,000 Euros. The maximum number of new shares to be issued is
28,000,000. 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, in which case a
maximum amount of 7,000,000 shares may be issued.
- Deviation from subscription rights The shares, convertible
bonds or option rights 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 determination of the subscription price The subscription
price for the shares issued in the share capital increase and
converted or subscribed on the basis of convertible bonds or
option rights will be determined by the Board of Directors. At
minimum, the subscription or conversion price per share is the
counter book value of the share. To the extent the authorization
is used to create incentive systems for the personnel of the
Group, the subscription price will be determined by the Board of
Directors so that it is based on the market price of the
share.
- Payment of the subscription price The Board may accept as
payment also a set-off or provision of other assets (in-kind
contributions).
- Previous authorization The proposal of the Board includes
also that the unused portion of the authorization given by the
Shareholders’ meeting on the March 24, 2004, will be cancelled
simultaneously with the registration of the new
authorization.
New option program to replace the options proposed to be
cancelled
The Annual General Meeting accepted Board’s proposal to create 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 terms of the stock option program have been
published in a stock exchange release on February 15, 2005.
Cancellation of the unallocated option rights
The Annual General Meeting accepted Board’s proposal 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. About 4.7 million stock options
will be cancelled.
F-Secure Corporation
Risto Siilasmaa
President, CEO
Additional information:
F-Secure Corporation
Risto Siilasmaa, President and CEO tel.358 9 2520 5510
Taneli Virtanen,
CFO
tel.358 9 2520 5655
