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.
Stonesoft Corporation
Ilkka Hiidenheimo
Chief Executive Officer
For further information, please contact:
CEO Ilkka Hiidenheimo, Stonesoft Corporation
Tel. +358 9 47 67 11
ilkka.hiidenheimo@stonesoft.com
NASDAQ OMX Helsinki Ltd
www.stonesoft.com
Wed Apr 25 15:50:00 EEST 2012
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