Resolutions of the Annual General Meeting of F-Secure Corporation and the decisions of the organizing meeting of the Board of Directors

F-Secure Corporation, Stock Exchange Release, 16 March 2022, at 15.45 EET

Resolutions of the Annual General Meeting of F-Secure Corporation and the decisions of the organizing meeting of the Board of Directors

The Annual General Meeting of F-Secure Corporation was held on 16 March 2022. The General Meeting confirmed the financial statements for the financial year 2021 and reviewed the remuneration report for governing bodies. The members of the Board and the President and CEO were discharged from liability.

The use of the profit shown on the balance sheet and the payment of dividend 

The General meeting approved the proposal of the Board of Directors that no dividend will be paid for the financial year 2021 due to the contemplated separation of the Company’s consumer security business that has been communicated by the Company by a separate stock exchange release on 17 February 2022.

Board of Directors and Auditors 

The General Meeting decided that the annual remuneration of the Board of Directors remain unchanged: EUR 80,000 for the Chairman of the Board of Directors, EUR 48,000 for the Committee Chairmen, EUR 38,000 for the members of the Board of Directors, and EUR 12,667 for the member of the Board of Directors employed by the Company. Approximately 40% of the remuneration will be paid as shares in the Company.

The General Meeting decided that the number of Board members shall be seven. The following current Board members were re-elected: Risto Siilasmaa, Keith Bannister, Pertti Ervi, Päivi Rekonen and Tuomas Syrjänen. Kirsi Sormunen and Tony Smith, who belongs to the personnel of F-Secure Corporation, were elected as new members of the Board of Directors.

The Board elected Risto Siilasmaa as the Chairman of the Board. Tuomas Syrjänen was nominated as the Chairman of the Personnel Committee and Risto Siilasmaa and Päivi Rekonen as members of the Personnel Committee. Pertti Ervi was nominated as the Chairman of the Audit Committee and Keith Bannister, Kirsi Sormunen and Tony Smith were nominated as members of the Audit Committee.

It was decided that the remuneration to the Auditor is paid in accordance with the approved invoice. Audit firm PricewaterhouseCoopers Oy was re-elected as Auditor of the Company. Mr. Janne Rajalahti, APA, acts as the Responsible Auditor. 

Authorising the Board of Directors to decide on the repurchase of the Company's own shares 

The General Meeting authorised the Board of Directors to decide upon the repurchase of a maximum of 10,000,000 of the Company’s own shares in total in one or several tranches and with the Company’s unrestricted equity. The authorisation entitles the Board of Directors to decide on the repurchase also in deviation from the proportional holdings of the shareholders (directed repurchase). The authorization is valid until the conclusion of the next Annual General Meeting, in any case until no later than 30 June 2023.

Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares

The General Meeting authorised the Board of Directors to decide on the issuance of a maximum of 31,759,748 shares in total through a share issue as well as by issuing options and other special rights entitling to shares pursuant to Chapter 10, Section 1 of the Limited Liability Companies Act in one or several tranches. The proposed maximum number of the shares corresponds to 20 % of the Company’s registered number of shares. The authorisation entitles the Board of Directors to decide on all terms related to the share issue as well as the issuance of options and other special rights entitling to shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive subscription right (directed issue).

The authorisation may be used for a potential share issue that may be arranged by the Company to finance the implementation of the Company’s growth strategy relating to its corporate security business remaining with the Company after the completion of the contemplated demerger, as communicated by the Company by a separate stock-exchange release on 17 February 2022, as well as for potential acquisitions or other arrangements, share-based incentive schemes or otherwise for purposes decided by the Board of Directors. The authorisation is valid until the conclusion of the next Annual General Meeting, in any case until no later than 30 June 2023.

Amendment of the Articles of Association

In accordance with the Board of Directors' proposal, the General Meeting decided to change section 1 of the Articles of Association of the Company to read as follows:

“1 The business name and domicile of the Company

The business name of the Company is WithSecure Oyj and in English WithSecure Corporation and the domicile is Helsinki.”

Minutes of the Annual General Meeting

Advance voting was held on matters 7–18 on the agenda of the Annual General Meeting. The detailed results of the advance voting are recorded in the minutes of the meeting. The minutes of the meeting will be available on the Company’s website at www.f-secure.com/investors at the latest on 30 March 2022.

Contact information:

Laura Viita, Investor Relations Director, F-Secure Corporation
[phone]
[e-mail]

Tiina Sarhimaa, Chief Legal Officer, F-Secure Corporation
[phone]

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