F-Secure Corporation, Stock exchange release, February 13, 2014, 15.30 (EET)
The Board of Directors signed the financial statements for the year 2013 on
February 13, 2014, and the auditors submitted their report. F-Secure's
full-year 2013 financial results were published on February 5, 2014.
Board of Directors' Proposals to the Annual General Meeting
1) Dividend proposal
The Board proposes to the Annual General Meeting that a dividend of EUR 0.06
per share is to be paid for the year 2013. The total amount of dividends would
be approximately EUR 9.3 million. The parent company's distributable
shareholder's equity is EUR 51.4 million.
2) Authorizing the Board of Directors to repurchase the company's own shares
The Board of Directors proposes that the Board of Directors may pass a
resolution to purchase a maximum of 10.000.000 of the Company. The proposed
amount represents approximately 6.3% of all the shares issued by the Company.
The authorization would be valid for one year. The authorization covers the
purchase of shares through public trading on the NASDAQ OMX Helsinki Ltd. 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.
3) Authorizing the Board of Directors to decide on a transfer of own shares of
The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide on a transfer of a maximum of 13.036.244 own
shares of the Company either against consideration or without payment. The
authorization would be valid for 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 NASDAQ OMX
Helsinki Ltd. The Board of Directors shall have the right to decide on other
matters related to a transfer of own shares.
4) Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the issuance of shares. The amount of
shares to be issued based on this authorization shall not exceed 40.000.000
shares. Board of Directors decides on all the conditions of the issuance of
shares. The authorization concerns both the issuance of new shares as well as
the transfer of treasury shares. The issuance of shares may be carried out in
deviation from the shareholders' pre-emptive rights (directed issue). The Board
of Directors proposes that the authorization is valid for 18 months. In
connection with registering this authorization, the authorization by the AGM
2013 for a directed share issue shall be reversed.
5) The Board's proposal to change the notice process for Annual General Meeting
in the Articles of Association:
9 The notice of a General Meeting and Right to Participate in and Vote at the
The notice of a General Meeting of Shareholders shall be delivered to the
shareholders within a period stipulated by the law by publishing the notice on
the Company's homepage.
To be entitled to participate in the General Meeting, a shareholder shall
notify the Company about his/her intention to participate in the Meeting no
later than on the date indicated in the call.
At a General Meeting of Shareholders, each share has one (1) vote. The voting
method shall be decided by the Chairman of the Meeting.
Annual General Meeting
The Annual General Meeting is to be held in Helsinki on Thursday, April 3,
2014. Notice for the Annual General Meeting will be published on March 12, 2014
at the latest.
Board of Directors
Christian Fredrikson, President and CEO, tel. +358 9 2520 0700
Taneli Virtanen, CFO, tel. +358 9 2520 5655
Gia Forsman-Härkönen, IR Manager, tel. +358 50 324 3078