DECISIONS MADE BY THE ANNUAL GENERAL MEETING
Stonesoft Corporation Stock Exchange Release April 25, 2012 at 4.45 p.m.
The Annual General Meeting (AGM) of Stonesoft Corporation held on April 25, 2012 confirmed the financial statements of the fiscal year 1.1.2011-31.12.2011 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 year 1.1.2011-31.12.2011.
The AGM confirmed the number of Board members to be six (6) and re-elected Ilkka Hiidenheimo, Harri Koponen, Jukka Manner, Timo Syrjälä and Hannu Turunen as a Board member and Satu Yrjänen as a new Board member. 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 year.
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 100,000 shares.
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 Company.
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
It was decided 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 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 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 in force until the end of the 2013 AGM. This authorization supersedes the authorization decided by the AGM in the previous year.
Chief Executive Officer
For further information, please contact:
CEO Ilkka Hiidenheimo, Stonesoft Corporation
Tel. +358 9 47 67 11
NASDAQ OMX Helsinki Ltd