Stock Exchange Release
NOTICE TO CONVENE ANNUAL GENERAL MEETING
Stonesoft Corporation Stock Exchange Release, April 1, 2008
The shareholders of Stonesoft Corporation are invited to the Annual General Meeting (AGM) to be
held on
April 23, 2008, starting at 3:00 PM at the head office of
the company, Itälahdenkatu 22 A, 00210 Helsinki, Finland. Reception and coffee service will start
at 2:30 PM.
THE MATTERS TO BE CONSIDERED IN THE AGM:
1. Matters pertaining to the AGM as stated in Article 9 of the Articles of Association and
pursuant to chapter 5, section 3 of the Companies Act
2. A proposal by the Board of Directors on an authorization for the Board of
Directors
The Board of Directors proposes that
The AGM will, by cancelling the authorization granted by the AGM in 2007, authorize the Board of Directors to issue new shares in one or several issues and to grant option and other special rights. The total number of shares or rights to the shares issued may be 11.450.000 at the maximum. The cancellation of the previous authorization will become valid by the registration of the new authorization.
The new shares to be issued in a new issue and/or the option or special rights may be offered for subscription either according to the shareholders´ pre-emptive subscription rights or in deviation from the shareholders´ pre-emptive subscription right, in case the deviation is justified by a weighty financial reason for the company, such as financing of an acquisition, enabling of a joint venture transaction, providing of additional financial alternatives, and/or an arrangement for incentive program directed to the company's personnel.
The issue may be directed partly or in full to the main shareholders, Ilkka Hiidenheimo and Hannu Turunen, who have reconfirmed to be ready to invest at least three (3) million Euros in the company in form of convertible bond in order to strengthen the company’s capital structure with an additional cash reserve and to ensure the continuance of the positive development in the future in line with the company’s strategy and growth plan. The commitment given by the main shareholders is in force until the end of the AGM in 2009.
The Board of Directors would be authorized to decide other terms and conditions related to the share issues and to the issuance of option or other special rights.
The authorization would be in force until the end of the AGM in 2009.
3. Distribution of dividend
The Board of Directors proposes that the loss of the financial year be transferred to the Profit/Loss account.4. Election and remuneration of auditor
The Board of Directors proposes that the company’s current auditor, Ernst & Young Oy, Certified Public Accountants, auditor Pekka Luoma with the main responsibility, will continue in this task. The Board of Directors further proposes that the fee of the auditor will be paid according to the auditors invoice.
RIGHT TO PARTICIPATION
Shareholders who have been entered in the company's list of shareholders held by the Finnish Central Securities Depository, not later than on 11 April 2008, and who have registered their participation not later than on 14 April 2008 by 4:00 PM, are entitled to participate in the AGM.REGISTERING PARTICIPATION
Shareholders attending the AGM must register their participation not later than April 14, 2008 by 4.00 PM, by e-mail kokous2008@stonesoft.com, by telefax +358 9 4767 1348 or in writing to the address Stonesoft Oyj/Legal, Itälahdenkatu 22 A, 00210 Helsinki. Registrations by telephone will be taken by Timo Heikkinen at the number +358 9 4767 11 from Monday to Friday, 9:00 AM – 3:00 PM. When registering participation in writing, the letter must arrive before the end of the registration period. Possible proxies must be submitted within the registration period.AVAILABILITY OF DOCUMENTS
Annual Accounts, proposals made by the Board of Directors and the related documents required by the Companies Act are available at the Company's web site www.stonesoft.com (Investor Relations) by 14 April 2008, and at the AGM.Helsinki, 31 March 2008
Stonesoft Corporation
Board of Directors
For further information, please contact:
CEO Ilkka Hiidenheimo, Stonesoft CorporationTel. +358 9 47 67 11
ilkka.hiidenheimo@stonesoft.com
Distribution:
OMX Nordic Exchange Helsinkiwww.stonesoft.com
Tuesday, April 1, 2008