SSH COMMUNICATIONS SECURITY CORPORATION – STOCK EXCHANGE RELEASE – March 24, 2023, AT 01:45 P.M. EET
DECISIONS OF THE ANNUAL GENERAL MEETING OF SSH COMMUNICATIONS SECURITY CORPORATION
The Annual General Meeting of SSH Communications Security Corporation took place at Helsinki, Finland, today on 24 March 2023.
Annual General Meeting approved all the proposals made by the Board of Directors and the major shareholders to Annual General Meeting.
Annual General Meeting has unanimously adopted the financial statement and consolidated financial statement and granted discharge from liability to the Board members and CEO who have been active during the accounting period between January 1st 2022 and December 31st 2022.
Annual General Meeting approved, that the loss shown by the parent company’s financial statement is registered into the profit and loss account and no dividend is paid.
Annual General Meeting decided to unanimously adopt the Remuneration Report for the governing bodies.
At the Annual General Meeting, Henri Österlund, Kai Tavakka, Sampo Kellomäki, Christian Fredrikson and Catharina Candolin were elected as directors of the company’s Board of Directors. At the organizing meeting of the Board of Directors, which was held after the Annual General Meeting, Henri Österlund was elected as the Chairman.
Annual General Meeting approved following annual compensation for the Board of Directors: 28.800 euros for Chairman and 24.000 euros for other members of the Board.
The Authorized Public Accountants Ernst & Young Oy was re-elected as the auditor of the company. Ernst & Young Oy has informed that Maria Onniselkä will continue as the accountant with the main responsibility.
The Annual General Meeting resolved to amend the Articles of Association to include the Board of Directors' possibility to arrange, at their discretion, a General Meeting of Shareholders as a hybrid meeting. In addition, the amendment enables arranging a General Meeting of Shareholders as a virtual meeting without a meeting venue. The amendment was made to section 11§ of the Articles of Association which section was also renamed General Meeting of Shareholders.
The Annual General Meeting approved the Board of Directors’ proposal to authorize the Board of Directors to decide upon the issuing of a maximum of 6,000,000 shares as a share issue against payment or by giving stock options or other special rights entitling to shares, in accordance with Chapter 10 Section 1 of the Finnish Companies Act, either according to the shareholders’ pre-emptive right to share subscription or deviating from this right, in one or more tranches. Based on the authorization, it can be either issuing of new shares or transfer of own shares, which the company possibly has in its possession.
Based on the authorization, the Board of Directors shall have the same rights as the Annual General Meeting to decide upon the issuing of shares against payment and special rights (including stock options) in accordance with Chapter 10 Section 1 of the Finnish Companies Act. Thereby, the authorization to be given to the Board of Directors includes, inter alia, the right to deviate from the shareholders’ pre-emptive rights with directed issues providing that the company has a weighty financial reason for the deviation in respect of the share issue against payment.
Furthermore, the authorization includes the Board of Directors’ right to decide upon who are entitled to the shares and/or stock options or special rights in accordance with Chapter 10 Section 1 of the Finnish Companies Act as well as upon the related compensation, subscription and payment periods and upon the registering of the subscription price into the share capital or invested non-restricted equity fund within the limits of the Finnish Companies Act.
The authorization will be valid until the next Annual General Meeting, but will however expire at the latest on June 30th 2024.
The Annual General Meeting approved the Board of Directors’ proposal to authorize the Board of Directors to decide upon acquisition of a maximum of 2,000,000 own shares of the company with assets belonging to the company’s non-restricted equity, which represents approx. 5,0% of all shares in the company. The shares can also be acquired otherwise than in proportion to the holdings of the existing shareholders. The maximum compensation to be paid for the acquired shares shall be the market price at the time of purchase, which is determined in the public trading.
The Board of Directors proposes that the authorization for the acquiring of the company’s own shares would be used, inter alia, in order to strengthen the company's capital structure, to finance and realize corporate acquisitions and other arrangements, to realize the share-based incentive programs of the company or otherwise to be kept by the company, to be transferred for other purposes or to be cancelled. The acquisition of shares reduces the company’s distributable non-restricted equity.
Decision concerning the acquiring of own shares cannot be made so that the combined amount of the own shares, which are in the possession of, or held as pledges by, the company or its subsidiaries exceeds one-tenth of all shares. The Board of Directors shall decide upon all other matters related to the acquisition of shares.
The authorization will be valid until the next Annual General Meeting, but will however expire at the latest on June 30th 2024.
SSH COMMUNICATIONS SECURITY CORPORATION
Teemu Tunkelo
CEO
For further information, please contact:
Markku Karppi, General Counsel, tel. +358 50 5860552
Distribution:
Nasdaq Helsinki Oy
Major media
www.ssh.com
