Resolutions of the Extraordinary General Meeting of WithSecure
Corporation
WithSecure Corporation, Stock Exchange Release,
31 May 2022 at 11.00 EEST
Resolutions of the Extraordinary General
Meeting of WithSecure Corporation
The Extraordinary General Meeting of WithSecure
Corporation (“WithSecure”) was held today on
Tuesday 31 May 2022 at 10:00 a.m. at the company’s headquarters at
Tammasaarenkatu 7, Helsinki. The General Meeting was organised
based on the so-called temporary act so that the shareholder were
able to participate in the General Meeting and exercise their
shareholder rights only by voting in advance and by submitting
counterproposals and asking questions in advance.
Resolution on the Partial
Demerger
On 17 February 2022, WithSecure announced the
separation of its consumer security business through a partial
demerger. On 17 February 2022, WithSecure’s Board of Directors
signed the demerger plan concerning the partial demerger, which was
registered with the Trade Register on 18 February 2022 (the
“Demerger Plan”).
The Extraordinary General Meeting of WithSecure
resolved to approve the Demerger Plan and the according partial
demerger, in which all assets and liabilities relating to the
company’s security business transfer without a liquidation
procedure to F-Secure Corporation (“F-Secure”),
which shall be established in connection with the registration of
the completion of the demerger, in accordance with the Demerger
Plan (the “Demerger”). The planned effective date
of the Demerger is 30 June 2022 (the “Effective
Date”). The Effective Date may change in accordance with
the Demerger Plan.
The General Meeting’s resolution concerning the
Demerger included also the resolutions concerning amending
WithSecure’s Articles of Association, the demerger consideration,
reducing WithSecure’s share capital and dissolving WithSecure’s
share premium reserve, authorising F-Secure’s Board of Directors to
decide on the repurchase of F-Secure’s own shares, share issue,
option rights and on other special rights entitling to shares, and
the resolutions are conditional upon the completion of the Demerger
i.e., the resolutions will enter into force in connection with the
registration of the completion of the Demerger on the Effective
Date.
The amendment of the Articles of Association of
WithSecure
The General Meeting resolved, conditional upon
the completion of the Demerger, to amend Articles 2 and 8 of
WithSecure’s Articles of Association as follows:
“2 Line of business
The company’s line of business is to design,
manufacture, publish and provide products, including without
limitation hardware and software products, and services, including
without limitation managed services and consultation, relating in
each case to information technology and cyber security, and to
carry out import and export of any of the above or any equipment
related to any of the above. The company may also trade in
securities.”
“8 Auditor
The company has an auditor that must be an audit
firm as defined in the Finnish Auditing Act. The term of office of
the auditor expires at the end of the first annual general meeting
following the election.”
Demerger consideration
The General Meeting resolved that the
shareholders of WithSecure will receive as demerger consideration
one (1) new share in F-Secure for each share they hold in
WithSecure on the Effective Date.
Reduction of the share capital and dissolution
of the share premium reserve of WithSecure
The General Meeting resolved, conditional upon
the completion of the Demerger, to reduce WithSecure’s share
capital by EUR 1,471,311.18, i.e., to EUR 80,000, in connection
with the Demerger. The amount by which the share capital of
WithSecure is reduced shall be used to transfer funds to F-Secure.
Further, the General Meeting resolved, conditional upon the
completion of the Demerger, to dissolve WithSecure’s share premium
reserve of EUR 164,543.23.
Authorisation of the Board of Directors of
F-Secure to decide on the repurchase of F-Secure’s own shares
The General Meeting resolved, conditional upon
the completion of the Demerger, to authorise the Board of Directors
of F-Secure to decide upon the repurchase of a maximum of
15,000,000 of F-Secure’s own shares in total in one or several
tranches and with F-Secure’s own unrestricted equity.
By virtue of the authorisation, the Board of
Directors shall 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.
F-Secure’s own shares shall be repurchased to be used for carrying
out acquisitions or implementing other arrangements related to
F-Secure’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 of
F-Secure 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 first Annual General Meeting of F-Secure
following the Effective Date as set forth in the Demerger Plan, in
any case until no later than 30 June 2023.
Authorisation of the Board of Directors of
F-Secure to decide on the issuance of shares as well as the
issuance of options and other special rights entitling to
shares
The General Meeting resolved, conditional upon
the implementation of the Demerger, to authorise the Board of
Directors of F-Secure to decide on the issuance of a maximum of
15,000,000 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 authorisation
concerns both the issuance of new shares and the transfer of
treasury shares held by F-Secure.
The authorisation entitles the Board of
Directors of F-Secure to decide on all terms related to the share
issue as well as the issuance of options or 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 carrying out
potential acquisitions or other arrangements, share-based incentive
programs or otherwise for purposes decided by the Board of
Directors. The Board of Directors of F-Secure is also entitled to
decide on the sale of treasury shares on the regulated market of
Nasdaq Helsinki Ltd in accordance with its rules and
guidelines.
The authorisation will be valid until the
conclusion of the first Annual General Meeting of F-Secure
following the Effective Date as set forth in the Demerger Plan, in
any case until no later than 30 June 2023.
Handling of the remuneration policy for
governing bodies of F-Secure
The General Meeting resolved, conditional upon
the completion of the Demerger, to support the proposed
remuneration policy for governing bodies of F-Secure. The
resolution is advisory.
Resolution on the number of members of the Board
of Directors of F-Secure
The General Meeting resolved, conditional upon
the completion of the Demerger, that the number of members of the
Board of Directors of F-Secure shall be six (6).
Resolution on the remuneration of the members of
the Board of Directors of F-Secure
The General Meeting resolved, conditional upon
the completion of the Demerger, that the remuneration for the term
of the Board of Directors of F-Secure shall be paid as follows:
- EUR 80,000 for the Chairperson of the Board of Directors,
- EUR 48,000 for the Committee Chairpersons
- EUR 38,000 for the members of the Board of Directors, and
- EUR 12,667 for the members of the Board of Directors employed
by F-Secure.
Further, the General Meeting resolved that
approximately 40 per cent of the remuneration be paid as shares in
F-Secure repurchased from the market and that F-Secure pay any
transfer tax levied on the repurchase of shares. F-Secure will
repurchase the shares or transfer shares held by F-Secure as
treasury shares in the name and on behalf of the members of the
Board of Directors of F-Secure. The travel expenses and other costs
of the members of the Board of Directors of F-Secure directly
related to board work are paid in accordance with the F-Secure’s
compensation policy in force from time to time. Each member of the
Board of Directors of F-Secure is paid a predetermined travel fee
in addition to travel expenses for meetings held outside their
country of residence in accordance with F-Secure’s travel policy in
force from time to time.
Election of members of the Board of Directors of
F-Secure
The General Meeting resolved, conditional upon
the implementation of the Demerger and in accordance with the Board
of Directors’ recommendation, to elect Pertti Ervi, Thomas Jul,
Madeleine Lassoued, Risto Siilasmaa, Petra Teräsaho and Calvin Gan,
who belongs to the personnel of F-Secure, as members of the Board
of Directors of F-Secure.
Resolution on the remuneration of the auditor of
F-Secure
The General Meeting resolved, conditional upon
the implementation of the Demerger and in accordance with the Board
of Directors’ recommendation, that the remuneration to the auditor
of F-Secure be paid in accordance with the approved invoice.
Election of the auditor of F-Secure
The General Meeting resolved, conditional upon
the implementation of the Demerger and in accordance with the Board
of Directors’ recommendation, to elect PricewaterhouseCoopers Oy as
auditor of F-Secure. PricewaterhouseCoopers Oy has stated that Mr
Janne Rajalahti, APA, will act as the Responsible Auditor.
The minutes of the General Meeting will be
available at
https://www.withsecure.com/en/about-us/investor-relations/governance
at the latest on Tuesday, 14 June 2022.
WITHSECURE CORPORATIONBoard of Directors
Contact information:
Laura Viita, Investor Relations Director,
WithSecure Corporation+358 50 487
1044investor-relations@withsecure.com
Tiina Sarhimaa, Chief Legal Officer, WithSecure
Corporation
F-secure Oyj (LSE:0EIE)
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