F-Secure Corporation’s financial statements 2010 and the Board of Directors’ proposals to the Annual General Meeting
Stock exchange release
February 16, 2011
F-Secure Corporation’s financial statements 2010
The Board of Directors signed the financial statements for the year 2010 on February 16, 2011, and the auditors submitted their report. The Corporation’s financial statements bulletin was published on February 2, 2011.
Proposals by the Board to the Annual General Meeting
1) Dividend proposal
The Board proposes to the Annual General Meeting that a dividend of EUR 0.06 per share is to be paid for the year 2010. The total amount of dividends would be approximately EUR 9.3 million. The parent company’s distributable shareholder's equity is EUR 51.1 million.
2) Authorizing the Board of Directors to repurchase the company's own shares
The Board of Directors proposes that the Board of Directors may pass a resolution to purchase a maximum of 10.000.000 of the Company. The proposed amount represents approximately 6.3% of all the shares issued by the Company. The authorization would be valid for one year. The authorization covers the purchase of shares through public trading on the NASDAQ OMX Helsinki Ltd. in accordance with its rules or through a public tender offer made to the shareholders of the Company. The consideration payable for the shares shall be based on the market price. In purchasing of the Company's own shares derivative, share lending and other contracts customary to the capital markets may be concluded pursuant to law and applicable legal provisions. The authorization entitles the Board of Directors to pass a resolution to purchase the shares by deviating from the shareholders’ pre-emptive rights (directed purchase) subject to the provisions of the applicable law. The own shares will be purchased to be used for making acquisitions or implementing other arrangements related to the Company's business, to improve the Company's financial structure, to be used as part of the incentive compensation plan or for the purpose of otherwise assigning or cancelling the shares. The Board of Directors shall have the right to decide on other matters related to the purchase of the Company’s own shares.
3) Authorizing the Board of Directors to decide on a transfer of own shares of the company
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on a transfer of a maximum of 13.307.313 own shares of the Company either against consideration or without payment. The authorization would be valid for one year. The Board of Directors is authorized to transfer the shares in deviation from the shareholders’ pre-emptive rights (directed transfer) subject to the provisions of the applicable law. The shares may be transferred as a consideration to finance acquisitions or in other arrangements and used as part of the equity-based incentive plans of the Company as decided by the Board of Directors. The Board of Directors shall also have the right to sell the shares through public trading on the NASDAQ OMX Helsinki Ltd. The Board of Directors shall have the right to decide on other matters related to a transfer of own shares.
4) Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares. The amount of shares to be issued based on this authorization shall not exceed 40.000.000 shares. Board of Directors decides on all the conditions of the issuance of shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The Board of Directors proposes that the authorization is valid for 18 months. In connection with registering this authorization, the authorization by the AGM 2010 for a directed share issue shall be reversed.
Financial calendar for 2011
The annual report for 2010 will be published in the beginning of March (week 10). The Annual General Meeting is scheduled to be held on Wednesday, March 30, 2011. The Interim reports during 2011 will be published on April 27 (Q1), July 27 (Q2) and October 26 (Q3). The notice for the Annual General Meeting will be published before March 9, 2011 at the latest.
F-Secure Corporation
Board of Directors
Additional information:
F-Secure Corporation
Kimmo Alkio, President and CEO, tel. +358 9 2520 0700
Taneli Virtanen, CFO, tel. +358 9 2520 5655
Mervi Pohjoisaho, Investor Relations, tel. +358 40 535 8989