Stonesoft Oyj : Stonesoft Oyj :PROPOSALS OF STONESOFT CORPORATION'S LARGEST
SHAREHOLDERS TO THE ANNUAL GENERAL MEETING
Stonesoft Corporation Stock Exchange Release 21 March 2013 at 9.55 A.M.
PROPOSALS OF STONESOFT CORPORATION'S LARGEST SHAREHOLDERS TO THE ANNUAL
Shareholders representing more than 34% of all the shares and votes of
Stonesoft Corporation have notified the company's Board of Directors that they
will propose to the Annual General Meeting to be held on 10 April 2013 that
the annual remuneration payable to the members of the Board of Directors would
be EUR 60,000 per year for the Chairman of the Board of Directors and EUR
30,000 per year for each member of the Board of Directors.
The annual remuneration is proposed to be disbursed so that for those Board
members whose direct or indirect ownership of Stonesoft Corporation is less
than 100,000 shares, 50 per cent of the total gross compensation amount will
be used to purchase Stonesoft Corporation's shares in public trading through
NASDAQ OMX Helsinki Ltd directly for and on behalf of these Board members, and
that the rest of the annual remuneration of these Board members would be paid
in cash. The annual remuneration is proposed to be paid entirely in cash for
those Board members whose direct or indirect ownership of Stonesoft
Corporation exceeds 100,000 shares.
The purchase of the shares that are paid as remuneration will take place
within five (5) trading days following the decision by the Annual General
Meeting. If the required amount of shares cannot be purchased during the
specified period in accordance with applicable rules and regulations, the part
of the annual remuneration to be paid in shares which could not be purchased
can be paid in cash.
In addition, it is proposed that remuneration would be paid for the work
performed within the committees of the Board of Directors so that the
remuneration would be EUR 4,000 per year for the Chairman of a committee and
EUR 2,000 per year for each member of a committee. It is proposed that the
remuneration for committee work would be paid entirely in cash.
Neither the annual remuneration nor the remuneration for committee work is
payable to the members of the Board of the Directors who are employed by the
The proposal on the remuneration of the members of Board of Directors is based
on the recommendation by Alexander Corporate Finance Oy.
The above-mentioned shareholders have further notified the Board of Directors
of the Company that they will propose to the Annual General Meeting that the
number of members of the Board of Directors would be six (6) and that the
current Board members Mr. Ilkka Hiidenheimo, Mr. Harri Koponen, Mr. Jukka
Manner, Mr. Timo Syrjälä, Mr. Hannu Turunen and Ms. Satu Yrjänen would be
re-elected as members of the Board of Directors. The nominees have given their
consent to the election.
Information about all nominees and their shareholdings is published at the
corporate web site www.stonesoft.com.
Notice to the Annual General Meeting of Stonesoft Corporation was published as
a Stock Exchange Release March 13, 2013.
Chief Executive Officer
For further information, please contact:
Tel. +358 9 4767 11
NASDAQ OMX Helsinki Ltd
This announcement is distributed by Thomson Reuters on behalf of Thomson
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
information contained therein.
Source: Stonesoft Oyj via Thomson Reuters ONE
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