Stock Exchange Release
PROPOSALS BY THE BOARD OF DIRECTORS OF STONESOFT CORP. TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of Stonesoft Corp. is calling an Annual General Meeting of Shareholders on 10 March 2004 at 3.00 p.m. at the main office of the Company, at the street address Itälahdenkatu 22 A, 00210 Helsinki.
The Board of Directors of Stonesoft Corp. proposes to the Annual General Meeting of Shareholders to be held on 10 March 2004 that the loss for the financial year be posted to the retained earnings account and no dividend be paid. In addition, the Board is applying for a new authorisation to increase the share capital by a new issue, to grant option rights or to take a convertible loan on the terms and conditions set out below.
1. Result of the financial period
The Board proposes to the Annual General Meeting of Shareholders that the loss for the financial year be posted to the retained earnings account and no dividend be paid.
2. Authorisation for the Board of Directors to increase the share capital
Authorisation for the Board of Directors to decide upon increasing the share capital by a new issue, granting option rights or taking a convertible loan.
The Board of Directors proposes to the Annual General Meeting of Stonesoft Corp. to be held on 10 March 2004 that the Annual General Meeting would decide to give a new authorisation, which is subject to the provisions mentioned in paragraphs 1.-6. below, to the Company's Board of Directors to resolve on:
a) a new issue; and/or
b) granting option rights; and/or
c) taking a convertible loan.
The terms and conditions of the authorisation are:
1) The Company's share capital may be increased in one or more lots in a manner whereby the shares to be issued in the new issue and/or on the basis of option rights and/or in connection with a convertible loan may altogether increase the Company's share capital with the maximum of 229,000.00 euros, so that the aggregate maximum number of shares eligible for subscription on the basis of the aforementioned alternatives is 11,450,000 shares, each with an accounting equivalent value of 0.02 euros. Option rights may only be granted in a manner that the shares to be issued on the basis of the option rights will increase the share capital of the Company with the maximum of 30,000.00 euros. Option rights may only be granted in connection with mergers and acquisitions.
2) The Company's Board of Directors is entitled to decide on who shall have the right to subscribe for new shares in a new share issue, subscribe for option rights or for convertible loan. The new shares and/or option rights and/or convertible loan may, in accordance with Chapter 4 Section 6 of the Companies Act (734/1978, as amended), be subscribed against contribution in kind or otherwise under specific conditions.
3) The new shares to be issued in a new issue and/or the option rights and/or the convertible loan may be offered for subscription in deviation from the shareholders' pre-emptive subscription right pursuant to Chapter 4, Section 2 of the Companies Act (734/1978, as amended) if the deviation is justified because of a weighty financial reason of the company, such as the financing of a acquisition, the enabling of joint venture transactions and the providing of additional financial alternatives, and/or a part of the incentive program directed to the Company's management and/or other personnel.
4) The Company's Board of Directors is entitled, in a share subscription by way of a new issue and/or on the basis of option rights and/or in connection with a convertible loan, to decide on the grounds on which the subscription price shall be determined and on the subscription price which may not, however, be less than the accounting equivalent value of the shares.
5) The Company's Board of Directors is entitled within the limits as set out in the Companies Act (734/1978) to decide on all other matters and provisions related to a new issue and/or the granting of option rights and/or convertible loans, such as an eventual interest payable on the convertible loan.
6) The authorisation shall be in force until the next Annual General Meeting, however no longer than one year from this decision of the Annual General Meeting.
For further information, please contact:
CEO Jorma Turunen, Stonesoft Corp.
Tel. +358 9 47 67 11
jorma.turunen@stonesoft.com
Distribution:
The Helsinki Stock Exchange
Major Media
Stonesoft Corp.
Jorma Turunen
Chief Executive Officer
Monday, February 16, 2004