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Resolutions of the Annual General Meeting of F-Secure Corporation

F-Secure Oyj
·4-min read

F-Secure Corporation, Stock Exchange Release, 24 March 2021, at 15.00 EET

Resolutions of the Annual General Meeting of F-Secure Corporation

The Annual General Meeting of F-Secure Corporation was held on 24 March 2021. The Meeting confirmed the financial statements for the financial year 2020 and reviewed the remuneration policy and remuneration report for governing bodies. The members of the Board and the President and CEO were discharged from liability.

The use of the profit shown on the balance sheet and the payment of dividend

The Annual General meeting approved the proposal of the Board of Directors that a dividend of EUR 0.04 per share shall be paid from the parent company's distributable funds to shareholders who are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the dividend record date, 26 March 2021. The dividend shall be paid on 8 April 2021.

Board of Directors and Auditors

The Annual General Meeting decided that the annual remuneration of the Board of Directors remain unchanged: 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 Committees, and EUR 12,667 for a member of the Board of Directors belonging to the personnel of the Company. Approximately 40% of the annual remuneration will be paid as company shares.

The Annual General Meeting decided that the number of Board members shall be seven. The following current Board members were re-elected: Risto Siilasmaa, Keith Bannister, Pertti Ervi, Päivi Rekonen and Tuomas Syrjänen. Åsa Riisberg and Robin Wikström, who belongs to the personnel of F-Secure Corporation, were elected as new members of the Board of Directors.

The Board elected Risto Siilasmaa as the Chairman of the Board. Päivi Rekonen was nominated as the Chair to the Personnel Committee and Risto Siilasmaa and Tuomas Syrjänen as members of the Personnel Committee. Pertti Ervi was nominated as the Chairman of the Audit Committee and Keith Bannister, Åsa Riisberg and Robin Wikström were nominated as members of the Audit Committee.

It was decided that the Auditor's fee will be paid against approved invoice. PricewaterhouseCoopers Oy was elected as the Group's auditor. APA, Mr. Janne Rajalahti acts as the responsible partner.

Authorizing the Board of Directors to decide on the repurchase of the Company's own shares

The Board of Directors was authorized to resolve to repurchase a maximum of 10,000,000 shares in the Company. Shares may be repurchased also otherwise than in proportion to the shareholders’ holding in the Company. The authorization to repurchase the Company’s own shares shall be valid until the conclusion of the next Annual General Meeting, in any case until no later than 30 June 2022.

Authorizing 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 was authorized to decide on the issuance of a maximum of 15,879,874 shares in total through a share issue or by issuing special rights entitling to shares pursuant to chapter 10, section 1 of the Companies Act in one or several tranches. The proposed maximum number of the shares corresponds to approximately 10% of the Company’s registered number of shares. The authorization 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 authorization is valid until the conclusion of the next Annual General Meeting, in any case until no later than 30 June 2022.

Advance voting was held on matters 7–18 on the agenda of the Annual General Meeting. The results of the advance voting are recorded in the minutes of the meeting. The minutes of the meeting will be available on F-Secure’s website, www.f-secure.com/investors, as of 7 April 2021 at the latest.

Contact information:

Henri Kiili, Investor Relations and Corporate Finance Director, F-Secure Corporation
+358 40 840 5450
investor-relations@f-secure.com

Tiina Sarhimaa, Vice President, General Counsel, F-Secure Corporation
+358 50 561 0080