Notice of the Annual General Meeting of F-Secure Corporation
F-Secure Corporation, Stock Exchange Release, 17
February 2022, 08.10 EET
Notice of the Annual General Meeting of
F-Secure Corporation
Notice is given to the shareholders of F-Secure
Corporation of the Annual General Meeting to be held on Wednesday,
16 March 2022, starting at 2:00 p.m. at the Company headquarters at
the address Tammasaarenkatu 7, Helsinki, Finland. The Company’s
shareholders may participate in the General Meeting and exercise
their shareholder rights only by voting in advance and by
submitting counterproposals and asking questions in advance.
Instructions for shareholders are provided in this notice’s section
C. Instructions for the participants in the General Meeting.
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 8 May 2021 in order to take
into account the health and safety of the shareholders, employees
and other stakeholders of the Company.
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 17 February 2022.
Shareholders are requested to observe that the session and the
webcast are not a part of the General Meeting or the official
General Meeting material.
A. Matters on the agenda of the General
Meeting
1. Opening of the meeting
2. Calling the meeting to
order
Attorney Merja Kivelä will serve as chairman of
the meeting. In the event Merja Kivelä is prevented from serving as
the chairman, the Board of Directors will appoint the person they
deem the most suitable to serve as the chairman.
3. Election of person to scrutinise the
minutes and to supervise the counting of votes
The Company’s Vice President, General Counsel
Tiina Sarhimaa will scrutinise the minutes and supervise the
counting of votes. In the event Tiina Sarhimaa is prevented from
scrutinising the minutes and supervising the counting of votes, the
Board of Directors will appoint the person they deem the most
suitable to scrutinise the minutes and supervise the counting of
votes.
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 Euroclear Finland Oy and Innovatics
Ltd.
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, 17 February 2022, which
includes the Company’s annual accounts, consolidated accounts, the
report of the Board of Directors and the Auditor’s report is deemed
to have been presented to the General Meeting. The annual review
shall be available on the Company’s website no later than on the
above-mentioned date.
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 31 December
2021, F-Secure Corporation’s distributable funds totalled EUR 81.4
million of which net profit for the financial year that ended on 31
December 2021 was EUR 15.7 million. No material changes have taken
place in the Company’s financial position after the date of the
balance sheet.
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 EUR 7,857,143.94 (based on
the situation on the date of this notice, EUR 0.04961 per share),
i.e. 7.84% of the equity of the Company and 50% of the Company’s
result of the year. A dividend equalling the minority dividend
would become distributable if shareholders with at least one-tenth
of all the shares in the Company so demand. A demand for minority
dividend would be deemed to have been made if a shareholder votes
for the minority dividend in the advance voting, and no separate
demand or counterproposal is required to be made.
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,
17 February 2022, is deemed to have been presented to the General
Meeting. The remuneration report shall be available on the
Company’s website no later than the above-mentioned date.
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: 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. Further, the Committee proposes that
approximately 40% of the remuneration be paid as shares in the
Company repurchased from the market and that the Company pay any
transfer tax levied on the repurchase of shares. The Company will
repurchase the shares or transfer shares held by the Company as
treasury shares in the name and on behalf of the members of the
Board of Directors. 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 compensation policy in
force from time to time. Each member of the Board of Directors is
paid a predetermined travel fee in addition to travel expenses for
meetings held outside their country of residence in accordance with
the Company’s travel policy in force from time to time. In
addition, the Chairman of the Board of Directors is offered
assistant and administrative services.
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 Risto Siilasmaa, Keith Bannister, Pertti
Ervi, Päivi Rekonen and Tuomas Syrjänen are to be re-elected as
ordinary members of the Board of Directors and Kirsi Sormunen and
Tony Smith, who belongs to the personnel of F-Secure Corporation,
are to be elected as new members of the Board of Directors. Åsa
Riisberg, a current member of the Board of Directors, has notified
that she is not available for re-election.
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
PricewaterhouseCoopers Oy be re-elected as Auditor of the Company.
PricewaterhouseCoopers Oy has stated that Mr Janne Rajalahti, APA,
will act as the Responsible Auditor.
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 30 June 2023, and it would terminate the
authorisation given to the Board of Directors by the Annual General
Meeting of year 2021 concerning the repurchase of the Company’s own
shares.
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 30 June 2023, and it would terminate the
authorisation given to the Board of Directors by the Annual General
Meeting of year 2021 concerning the issuance of shares as well as
the issuance of options and other special rights entitling to
shares.
18. Amendment of the Articles of
Association
The Board of Directors proposes that the section
1 of the Articles of Association of the Company shall be amended 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.”
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, 17 February 2022.
A copy of the annual review will be sent to shareholders upon
request. The minutes of the General Meeting will be available on
the above-mentioned website at the latest on Wednesday, 30 March
2022.
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, 4
March 2022, the record date of the General Meeting, in the
shareholders’ register of the Company held by Euroclear Finland Oy,
has the right to participate in the General Meeting. A shareholder,
whose shares are registered on the shareholder’s personal Finnish
book-entry account, is registered in the shareholders’ register of
the Company. The shareholder can participate in the General Meeting
only by voting in advance and by submitting counterproposals and
asking questions in advance as described below.
2. Notification of participation and
voting in advance
Notification of participation may be submitted
as of, and advance voting will begin at 4:00 p.m. on Wednesday, 23
February 2022 following the end of the deadline for submitting
counterproposals to be put up for a vote. A shareholder who wishes
to participate in the General Meeting by voting in advance must
register for the General Meeting and vote in advance no later than
by Wednesday, 9 March 2022 at 4:00 p.m., by which time the notice
of participation and advance votes must be received.
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 F-Secure Corporation or
Innovatics Ltd by shareholders will be used only in connection with
the General Meeting and with the processing of related
registrations.
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 4:00 p.m. on Wednesday, 23 February
2022 and 4:00 p.m. on Wednesday, 9 March 2022 in the following
ways:
- 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 Innovatics Ltd by mail to the address
Innovatics Ltd, General Meeting/F-Secure Corporation,
Ratamestarinkatu 13 A, 00520 Helsinki or by email to the address
agm@innovatics.fi.
If the shareholder participates in the meeting
by sending the votes in advance by mail or email to Innovatics Ltd
so that they are received before the end of the time limit of the
registration and advance voting period, this constitutes
registration for the General Meeting, provided that the
shareholder’s notice of participation includes the information
required for registration that is mentioned on the advance voting
form.
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 9:00 a.m. and 12:00 noon and 1:00 and 4:00
p.m. on weekdays.
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, 23 February 2022 at 4:00 p.m. following the end of
the deadline for submitting counterproposals to be put up for a
vote. Proxy documents are to be delivered primarily as an
attachment in connection with the electronic registration, by email
to the address agm@innovatics.fi or by mail to the address
Innovatics Ltd, General Meeting/F-Secure Corporation,
Ratamestarinkatu 13 A, 00520 Helsinki before the end of the
notification of participation period, by which time the proxy
documents must be received. F-Secure Corporation may, if it so
wishes, demand original proxy documents if regarded necessary by
the Company.
Submitting a proxy to Innovatics Ltd before the
end of the notification of participation period constitutes due
registration for the General Meeting, provided that the required
information for the participation listed in this notice is
given.
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 Innovatics Ltd a dated
proxy demonstrating the right to represent the shareholder.
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, 4 March 2022, is
entitled to be registered in the shareholders’ register of the
Company held by Euroclear Finland Oy. In addition, the right to
participate requires that the holder of nominee registered shares
be temporarily entered into the shareholders’ register held by
Euroclear Finland Oy based on these shares at the latest by Friday,
11 March 2022 at 10:00 a.m. As regards nominee registered shares,
this constitutes due registration for the General Meeting. Changes
in shareholding after the record date do not affect the right to
participate in the General Meeting or the number of voting
rights.
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, 22
February 2022 at 4:00 p.m. In connection with making a
counterproposal, shareholders are required to provide adequate
evidence of their shareholding. The counterproposal will be put up
for a vote in the General Meeting subject to the shareholder having
the right to participate in the General Meeting and holding at
least one-hundredth of all shares in the Company on the record date
of the General Meeting. Should the counterproposal not be put up
for a vote at the General Meeting, advance votes in favour of the
proposal will not be taken into account. The Company will at the
latest on Wednesday, 23 February 2022 at 4:00 p.m. publish any
counterproposals that may be voted on, on its website at the
address https://www.f-secure.com/gb-en/investors/governance.
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 F-Secure Corporation/General Meeting,
Tammasaarenkatu 7, 00180 Helsinki no later than on Wednesday, 2
March 2022 at 4:00 p.m., by which time the questions must have been
received. Such questions from shareholders, the Company’s
management’s answers to them, and any counterproposals that have
not been put up for a vote will be available on the Company’s
website at https://www.f-secure.com/gb-en/investors/governance at
the latest on Monday, 7 March 2022. Shareholders are required to
provide adequate evidence of their shareholding in connection with
submitting questions.
On the date of this notice, Thursday, 17
February 2022, the total number of shares in F-Secure Corporation
is 158,798,739 shares, which represent an equal number of votes. On
the date of this notice, the Company holds 411,358 treasury shares.
Pursuant to the Limited Liability Companies Act, treasury shares do
not entitle to participation in the General Meeting.
In Helsinki, 17 February 2022
F-SECURE CORPORATION Board of
Directors
Contact information:
Tom Jansson, CFO, F-Secure Corporation+358 40
700 1849investor-relations@f-secure.com
Tiina Sarhimaa, Chief Legal Officer, F-Secure
Corporation+358 50 561 0080
F-secure Oyj (LSE:0EIE)
Gráfica de Acción Histórica
De Feb 2024 a Mar 2024
F-secure Oyj (LSE:0EIE)
Gráfica de Acción Histórica
De Mar 2023 a Mar 2024