Stonesoft Oyj : Stonesoft Oyj :DECISIONS MADE BY THE ANNUAL GENERAL MEETING
Stonesoft Corporation Stock Exchange Release April 10, 2013 at 4.00 p.m.
DECISIONS MADE BY THE ANNUAL GENERAL MEETING
The Annual General Meeting (AGM) of Stonesoft Corporation held on April 10,
2013 confirmed the financial statements of the fiscal year 1.1.2012-31.12.2012
and granted release from liability for the members of the Board of Directors
and the Chief Executive Officer (CEO). The AGM decided, according to the
proposal of the Board of Directors, not to pay any dividends for the fiscal
The AGM confirmed the number of Board members to be six (6) and re-elected
Ilkka Hiidenheimo, Harri Koponen, Jukka Manner, Timo Syrjälä, Hannu Turunen
and Satu Yrjänen as Board members. The compensation for the Board members was
set to EUR 30,000 per year and for the Chairman of the Board to EUR 60,000 per
The annual remuneration will 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
the rest of the annual remuneration of these Board members will be paid in
cash. The annual remuneration will be paid entirely in cash for those Board
members whose direct or indirect ownership of Stonesoft Corporation exceeds
The purchase of the shares that are paid as remuneration will take place
within the next 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 was decided that remuneration will be paid for the work
performed within the committees of the Board of Directors so that the
remuneration is EUR 4,000 per year for the Chairman of a committee and EUR
2,000 per year for each member of a committee. Remuneration for committee work
will 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
Authorized public accountants Ernst & Young Oy with authorized public
accountant Bengt Nyholm as the main responsible auditor was elected as the
auditor of the company.
Decision on authorization
The General Meeting decided to 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
Based on the authorization, the Board of Directors may decide on the 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 is 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 in force until the end of the 2014 AGM. This
authorization supersedes the authorization decided by the AGM in the previous
Chief Executive Officer
For further information, please contact:
CEO Ilkka Hiidenheimo, Stonesoft Corporation
Tel. +358 9 47 67 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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