The shareholders of F-Secure Corporation are invited to the Annual General
Shareholders' Meeting (AGM) to be held on Wednesday March 26, 2008, 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 10 of the Articles of
Association
2) The authorization of Board of Directors to decide on a directed share issue
The Board proposes to the General Annual meeting to authorize the Board to
decide on one or more directed share issues and their terms. The maximum
cumulative number of issued new shares is 40,000,000. The authorization is valid
for one (1) year.
3) Recording of the subscription price for shares issued based on stock options
in company's distributable equity
The Board proposes that the Annual General Meeting resolve that the total amount
of the subscription prices paid for new shares issued after the date of the
Annual General Meeting, based on stock options under the F-Secure Stock Option
Plans 2002 and 2005, be recorded in company's distributable equity.
4) Proposal to Authorize the Board of Directors to Purchase the Company's Own
Shares
The Board of Directors proposes that the Board of Directors may pass a
resolution to purchase a maximum of 15.513.111 shares of the Company The
proposed amount represents approximately 10% of all the shares issued by the
Company. The authorization would be valid one year. The authorization covers the
purchase of shares through public trading on the OMX Nordic Exchange (Helsinki)
in accordance with its rules or through a public tender offer made to the
shareholders of the Company. The consideration payable for the shares shall be
based on the market price. In purchasing of the Company's own shares derivative,
share lending and other contracts customary to the capital markets may be
concluded pursuant to law and applicable legal provisions.
The authorization entitles the Board of Directors to pass a resolution to
purchase the shares by deviating from the shareholders' pre-emptive rights
(directed purchase) subject to the provisions of the applicable law. The own
shares will be purchased to be used for making acquisitions or implementing
other arrangements related to the Company's business, to improve the Company's
financial structure, to be used as part of the incentive compensation plan or
for the purpose of otherwise assigning or cancelling the shares. The Board of
Directors shall have the right to decide on other matters related to the
purchase of the Company's own shares.
5) Authorization to the Board of Directors to decide on a transfer of own shares
of the Company
The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide on a transfer of a maximum of 15.513.111 own shares
of the Company either against consideration or without payment. The
authorization would be valid one year. The Board of Directors is authorized to
transfer the shares in deviation from the shareholders' pre-emptive rights
(directed transfer) subject to the provisions of the applicable law.
The shares may be transferred as a consideration to finance acquisitions or in
other arrangements and used as part of the equity-based incentive plans of the
Company as decided by the Board of Directors. The Board of Directors shall also
have the right to sell the shares through public trading on the OMX Nordic
Exchange (Helsinki).The Board of Directors shall have the right to decide on
other matters related to a transfer of own shares.
6) Dividend proposal
The Board proposes to the Annual General Meeting that a dividend of EUR 0.07 per
share would be paid to those shareholders that on the record date of March 31,
2008 are registered in the Register of Shareholders held by the Finnish Central
Securities Depository Ltd. The dividend will be paid on April 8, 2008.
7) Candidates for the Board of Directors and for an Auditor
The Executive Committee proposes to the Annual General Meeting that the number
of board members would remain at six (6) and following members would continue as
board members: Mr. Marko Ahtisaari, Ms. Sari Baldauf, Mr. Pertti Ervi, Mr. Risto
Siilasmaa and Mr. Alexis Sozonoff. As Mr. Ari Hyppönen, who has been over 10
years as a member and a deputy member in the Board, has informed the Committee
that he will not stand for re-election to the Board of Directors at the Annual
General Meeting 2008, the committee proposes Mr. Juho Malmberg, Member of the
Executive Board of KONE Corporation, to be nominated as the member of the board
of F-Secure Corporation. Mr. Malmberg has previously served as Managing Director
of Accenture Finland 2002-2005, Director, Nordic Outsourcing of Accenture 2005,
Deputy Managing Director 1999-2002 and Technology Director 1992-1999. The Audit
Committee proposes that Ernst & Young Oy would be re-elected as Auditor.
The Executive Committee proposes to the Annual General Meeting that annual
remuneration of the Board members would be the following: Chairman EUR 55,000,
Chairman of committees EUR 40,000 and other members EUR 30,000. Approximately
40% of the annual remuneration would be paid as company shares. The Audit
Committee proposes that auditors fee would be be paid against approved invoice.
Documents
The documents are available to the public latest from March 19, 2008, on the
Company homepage www.f-secure.com/investor_relations. 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 14, 2008, 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 March 17, 2008, at 16.00 Finnish Time.
Registration may take place by e-mail to ilmoittautumiset@entre.com, by phone
+358 (0) +358 50 396 7579, by mail F-Secure Corporation/ Ulla Toivanen, PL 24,
00181 Helsinki, or at the Company's headquarters, Tammasaarenkatu 7
(Ruoholahti), Helsinki, Finland. 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.
Helsinki, February 13, 2008
F-Secure Corporation
Board of Directors
Additional information:
F-Secure Corporation
Kimmo Alkio, President and CEO tel.+ 358 9 2520 5550
Taneli Virtanen, CFO tel.+ 358 9 2520 5655
Jukka Kotovirta, Investor Relations tel.+ 358 405 883 933