Stonesoft Oyj : Stonesoft Oyj :NOTICE TO THE ANNUAL GENERAL MEETING OF STONESOFT CORPORATION Stonesoft Corporation Stock Exchange Release March 13, 2013 at 3.45 PM NOTICE TO THE ANNUAL GENERAL MEETING OF STONESOFT CORPORATION Notice is given to the shareholders of Stonesoft Corporation of the Annual General Meeting to be held on April 10, 2013 at 3:00 PM at the company headquarters at Itälahdenkatu 22 A, 00210 Helsinki, Finland. A. MATTERS ON THE AGENDA OF THE GENERAL MEETING 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the financial statements 2012, the Board of Directors' report and the auditor's report *Review by the CEO 7. Adoption of the financial statements 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board of Directors proposes that the profit of the financial year January 1, 2012 - December 31, 2012 will be transferred to the Profit/Loss account and no dividend will be distributed. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors According to information received by the Board of Directors, the shareholders representing more than 34% of the company's shares and votes will give their proposals later. The proposals will be published as a separate stock exchange release by Stonesoft Corporation. 11. Resolution on the number of members of the Board of Directors According to information received by the Board of Directors, the shareholders representing more than 34% of the company's shares and votes will give their proposals later. The proposals will be published as a separate stock exchange release by Stonesoft Corporation. 12. Election of the members of the Board of Directors According to information received by the Board of Directors, the shareholders representing more than 34% of the company's shares and votes will give their proposals later. The proposals will be published as a separate stock exchange release by Stonesoft Corporation. 13. Resolution on the remuneration of the auditor The Board of Directors proposes that the auditors' remuneration will be paid according to the auditors' invoice approved by the company. 14. Election of auditor The Board of Directors proposes that Ernst & Young Oy, Certified Public Accountants, will be elected as the auditor. Ernst & Young Oy has advised that it will appoint Bengt Nyholm, APA as the principally responsible auditor of the company. 15. 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 proposes that the General Meeting will authorize the Board of Directors to decide on the issuance of shares, options and other special rights, in one or several issues, so that the total number of new shares may be 12,600,000 at the maximum. Based on the authorization the Board of Directors may decide on issuance of shares to the shareholders according to the shareholders' pre-emptive subscription rights as well as in a directed issuance of shares or stock options or other special rights in deviation from the shareholders' pre-emptive subscription rights in case the deviation is justified by a weighty financial reason for the company, such as financing of an acquisition, other arrangement concerning the business of the company or development of its capital structure, or incentive to the company's personnel. The Board of Directors will be authorized to decide on other terms and conditions related to the share issues and to the issuance of option or other special rights. The authorization is proposed to be in force until the end of the 2014 AGM. 16. Closing of the meeting B. DOCUMENTS OF THE GENERAL MEETING This notice to AGM, including the proposals of the Board of Directors is available at Stonesoft Corporation's website www.stonesoft.com (Investor Relations). The annual report of Stonesoft Corporation, including the company's financial statements, the Board of Directors' report and the auditor's report, is available on the above-mentioned website no later than March 20, 2013. This notice and the financial statements documents are also available at the General Meeting. The minutes of the meeting will be available at the above-mentioned website as from April 24, 2013. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 1. Shareholders registered in the shareholders' register Each shareholder, who is registered on March 27, 2013 in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than April 2, 2013 by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date. Such notice can be given: a) by email firstname.lastname@example.org; b) by telephone from Monday through Friday 9:00 AM - 3:00 PM tel. +358 9 4767 11/reception; c) by telefax +358 9 4767 1348, or d) by regular mail to Stonesoft Corporation, Legal, Itälahdenkatu 22 A, 00210 Helsinki, Finland. In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and proxy representative personal identification number. The personal data given to Stonesoft Corporation is used only in connection with the General Meeting and with the processing of related registrations. The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation. 2. Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on March 27, 2013, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by April 5, 2013 by 10.00 am. As regards nominee registered shares this constitutes due registration for the general meeting. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the general meeting, into the temporary shareholders' register of the company at the latest by the time stated above 3. Proxy representative and powers of attorney A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting. Possible proxy documents should be delivered in originals to Stonesoft Corporation, Legal, Itälahdenkatu 22 A, 00210 Helsinki before the last date for registration. 4. Other instructions and information Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting. On the date of this notice to the general meeting March 14, 2013, the total number of shares in Stonesoft Corporation and votes represented by such shares is 63841 732. The reception of persons who have registered for the meeting and coffee service will start at 2:30 PM. The meeting will be conducted in Finnish. Helsinki March 13, 2013 STONESOFT CORPORATION The Board of Directors For further information: Ilkka Hiidenheimo, CEO, Stonesoft Corporation Tel. +358 9 476 711 E-mail: email@example.com Distribution: NASDAQ OMX Helsinki Ltd www.stonesoft.com ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Stonesoft Oyj via Thomson Reuters ONE HUG#1685035
Stonesoft Oyj : Stonesoft Oyj :NOTICE TO THE ANNUAL GENERAL MEETING OF STONESOFT CORPORATION
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