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Resolutions of the Extraordinary General Meeting of WithSecure Corporation

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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 CORPORATION
Board of Directors

Contact information:

Laura Viita, Investor Relations Director, WithSecure Corporation
+358 50 487 1044
investor-relations@withsecure.com

Tiina Sarhimaa, Chief Legal Officer, WithSecure Corporation


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