decisions of the Extraordinary General Meeting held
WithSecure Corporation, Stock Exchange Release, May 31, 2022 at 11:00 AM
Decisions of WithSecure Corporation’s Extraordinary General Meeting
WithSecure Corporation’s Extraordinary General Meeting (“With Secure”) Was held today, Tuesday, May 31, 2022 at 10:00 am at the company’s headquarters at Tammasaarenkatu 7, Helsinki. The Annual General Meeting was held in the so-called on the basis of an ad hoc law so that a shareholder could attend a general meeting and exercise his or her shareholder rights only with advance voting and counter-proposals and questions in advance.
Decision on partial division
On February 17, 2022, WithSecure announced the unbundling of its consumer information security business through a partial demerger. On 17 February 2022, the Board of Directors of WithSecure signed a demerger plan for the partial demerger, which was registered in the Trade Register on 18 February 2022 (“Division Plan”).
The Extraordinary General Meeting of WithSecure decided to approve the Demerger Plan and the corresponding partial demerger, in which all assets and liabilities related to the company’s security business will be transferred to F-Secure Corporation without liquidation (“F-SecureEstablished in connection with the registration of the completion of a division in accordance with the division plan (Division”). The proposed effective date of the Demerger is June 30, 2022 (“Date of entry into force”). The Effective Date may change in accordance with the Demerger Plan.
The decision of the Annual General Meeting on the demerger also included resolutions amending WithSecure’s Articles of Association, demerger consideration, reduction of WithSecure’s share capital and dissolution of WithSecure’s share premium fund, authorizing F-Secure’s Board of Directors to decide on the acquisition of F-Secure’s own shares. shares, share issue, stock options and other special rights entitling to shares, and the decisions are conditional on the completion of the Demerger, ie the decisions will take effect in connection with the registration of the implementation of the Demerger on the Execution Date.
Amendment to the Articles of Association of WithSecure
As a condition of the Demerger, the Annual General Meeting decided to amend sections 2 and 8 of WithSecure’s Articles of Association as follows:
“2 Industry
The Company’s business is to design, manufacture, publish and provide products, including, without limitation, hardware and software products and services, including, without limitation, managed services and consulting related to information technology and cybersecurity, and to import and export any of the above or related equipment. . The company may also trade in securities.“
“8 Auditor
The company has an auditor, who must be an auditing firm in accordance with the Auditing Act. The auditor’s term of office ends at the end of the first Annual General Meeting following the election.“
Consideration of a division
The Annual General Meeting resolved that WithSecure’s shareholders will receive one (1) new F-Secure share for each WithSecure share held on the Effective Date as demerger consideration.
Reduction of WithSecure’s share capital and liquidation of the share premium fund
The Annual General Meeting decided to reduce WithSecure’s share capital in connection with the Demerger by EUR 1,471,311.18, ie to EUR 80,000, subject to the completion of the Demerger. The amount by which the share capital of WithSecure is reduced will be used to transfer funds to F-Secure. In addition, the Annual General Meeting decided to liquidate WithSecure’s share premium fund for EUR 164,543.23, subject to the completion of the Demerger.
The authorization of F-Secure’s Board of Directors decides on the repurchase of F-Secure’s own shares
The Annual General Meeting decided, subject to the completion of the Demerger, to authorize F-Secure’s Board of Directors to decide on the repurchase of a maximum of 15,000,000 F-Secure treasury shares in one or more tranches and F-Secure shares. Secure’s own unrestricted equity.
Pursuant to the authorization, the Board also decides on the acquisition differently from the shareholders’ ownership (directed acquisition). The authorization includes the acquisition of shares either in public trading or otherwise from the market at the trading price set for the shares in public trading on the acquisition date or by a tender offer to shareholders, in which case the acquisition price is the same for all shareholders. F-Secure’s own shares will be acquired to be used for acquisitions or other arrangements related to F-Secure’s business, to optimize the company’s capital structure, as part of the implementation of the company’s incentive scheme, or otherwise to be transferred or canceled. The authorization includes the right of F-Secure’s Board of Directors to decide on all other terms and conditions related to the acquisition of the company’s own shares.
The authorization is proposed to be valid until the end of the first Annual General Meeting of F-Secure following the effective date of the Demerger Plan, in any case not later than June 30, 2023.
Authorization of F-Secure’s Board of Directors to decide on the issue of shares and the issuance of stock options and other special rights entitling to shares
The Annual General Meeting decided, subject to the completion of the Demerger, to authorize F-Secure’s Board of Directors to decide on the issuance of a maximum of 15,000,000 shares through a share issue and stock options and other special rights. which entitles to shares in accordance with Chapter 10, Section 1 of the Companies Act in one or more tranches. The authorization applies both to the issue of new shares and to the transfer of F-Secure’s own shares.
The authorization entitles F-Secure’s Board of Directors to decide on all terms and conditions related to the share issue and the issuance of options or other special rights entitling to shares. The share issue may be carried out deviating from the shareholders’ pre-emptive subscription right (directed issue). The authorization may be used for the implementation of possible acquisitions or other arrangements, share-based incentive programs or for other purposes decided by the Board. F-Secure’s Board of Directors also has the right to decide on the sale of its own shares on the regulated market of Nasdaq Helsinki Oy in accordance with its rules and instructions.
The authorization is valid until the end of F-Secure’s first Annual General Meeting following the Effective Date of the Demerger Plan, in any case no later than June 30, 2023.
Discussion of the remuneration policy of F-Secure’s governing bodies
The Annual General Meeting decided, subject to the completion of the Demerger, to support F-Secure’s proposed remuneration policy for the governing bodies. The decision is advisory.
Decision on the number of members of F-Secure’s Board of Directors
Following the Demerger, the Annual General Meeting decided that the number of members of F-Secure’s Board of Directors will be six (6).
Decision on the remuneration of the members of the Board of Directors of F-Secure
Following the Demerger, the Annual General Meeting resolved that the remuneration for the term of office of F-Secure’s Board of Directors be paid as follows:
- EUR 80 000 to the Chairman of the Board,
- EUR 48 000 for committee chairs
- EUR 38,000 for the members of the Board of Directors and
- EUR 12,667 for Board members employed by F-Secure.
In addition, the Annual General Meeting decided that approximately 40 percent of the remuneration will be paid in F-Secure shares to be repurchased from the market and that F-Secure will pay the transfer tax on the acquisition of the shares. In the name and on behalf of the members of F-Secure’s Board of Directors, F-Secure will repurchase the shares held by F-Secure or transfer the shares as treasury shares. Travel expenses and other expenses directly related to the work of the Board of Directors of F-Secure are paid in accordance with F-Secure’s current remuneration policy. In addition to travel expenses, each member of F-Secure’s Board of Directors is paid for meetings held in accordance with F-Secure’s current travel policy.
Election of F-Secure Board Members
The Annual General Meeting decided to elect Pertti Ervi, Thomas Julin, Madeleine Lassoued, Risto Siilasmaa, Petra Teräsaho and Calvin Gan, a member of F, on the condition that the Demerger be completed and in accordance with the Board’s recommendation. -Secure as a member of the Board of F-Secure.
Decision on the remuneration of F-Secure’s auditor
The Annual General Meeting decided, subject to the completion of the Demerger and in accordance with the recommendation of the Board of Directors, that F-Secure’s auditor be remunerated in accordance with the approved invoice.
Selection of F-Secure’s auditor
The Annual General Meeting decided to elect PricewaterhouseCoopers Oy as F-Secure’s auditor on the condition that the Demerger be completed and in accordance with the Board’s recommendation. PricewaterhouseCoopers Oy has announced that Authorized Public Accountant Janne Rajalahti will act as the principal auditor.
The minutes of the Annual General Meeting will be available at https://www.withsecure.com/en/about-us/investor-relations/governance no later than Tuesday 14 June 2022.
WITH SECURE CORPORATION
Board of Directors
Contact information:
Laura Viita, Vice President, Investor Relations, WithSecure Corporation
+358 50 487 1044
[email protected]
Tiina Sarhimaa, General Counsel, WithSecure Corporation