March 28, 2008
The Annual General Meeting of SSH Communications Security Corp on 27 March 2008
SSH COMMUNICATIONS SECURITY CORP STOCK EXCHANGE RELEASE
March 28, 2008
THE ANNUAL GENERAL MEETING OF SSH COMMUNICATIONS SECURITY CORP ON 27 MARCH 2008
The Annual General Meeting of SSH was held 27 March 2008, and the
Meeting has unanimously confirmed the financial statements and has
decided that the Board of Directors and the President and CEO are
discharged from liability for the financial year 1 January 2007 –
31 December 2007.
The Annual General Meeting authorized the Board of Directors to
decide on dividend distribution and/or on distribution of assets
from the invested unrestricted equity fund. By virtue of the
authorization, the distributed assets can be a maximum of 0.15
euro per share and 4,350,000.00 euros in total. The authorization
is valid until 31 December 2008. Further, the Board of Directors
was authorized to lower the subscription price of shares that can
be subscribed on the grounds of the stock option plans released by
the Company between years 2000 and 2003, at an amount which
equates the distribution of assets.
In the Annual General Meeting, Mr. Tomi Laamanen, Mr. Pyry
Lautsuo, Mr. Juha Mikkonen, Mr. Timo Ritakallio and Mr. Tatu
Ylönen were elected as the directors in the Board of Directors.
Immediately after the Annual General Meeting, the Board of
Directors held an organizing meeting and re-elected Tomi Laamanen
as the chairman of the Board.
The Annual General Meeting re-elected the Authorized Public
Accounting Firm PricewaterhouseCoopers Oy as the auditor of the
company, with Mr. Henrik Sormunen as the main responsible auditor.
The Annual General Meeting decided to amend the Articles of
Association by deleting Section 3 concerning the minimum and
maximum share capital and by deleting the minimum and maximum
number of shares from Section 4, by deleting information about
personal deputy members and about the quorum of the Board of
Directors from Section 5, by amending Section 7 concerning the
authorization to sign for the company so that the wording
corresponds to the terminology in the new Finnish Companies Act,
by extending the maximum time for the invitation to the Annual
General Meeting to three months before the Meeting in Section 11,
by amending Section 12 concerning the Annual General Meeting to
correspond to the terminology in the new Finnish Companies Act and
by adding the mentions concerning the relations in the group of
companies, by simplifying Section 13 concerning the book-entry
system of securities, and by deleting Section 14 concerning the
record date procedure. It was also decided, that the section
numbering in the Articles of Association will be changed to
correspond to the changes mentioned above.
2009 The Annual General Meeting decided to authorize the Board of
Directors to decide on the issuing of a maximum of 5,500,000
shares in one or more tranches. The shares can be issued against
payment or by giving stock options or other special rights defined
in Chapter 10 Section 1 of the Finnish Companies Act, with or
without the shareholders’ pre-emptive right to share
subscriptions. The authorization is valid until the next Annual
General Meeting, and will expire on 30 June at the latest.
The Annual General Meeting decided to renounce the share premium
reserve by transferring the whole amount from the share premium
reserve to the invested unrestricted equity fund of the Company.
The decreasing of the share premium reserve still requires the
procedure of protecting the creditors as defined in Chapter 14 of
the Finnish Companies Act. The Annual General Meeting further
decided that with new shares that will be subscribed on the
grounds of option plans emitted by the Company between years 2000
and 2003, the part of the share subscription price exceeding the
par value will be registered to the invested unrestricted equity
fund.
SSH COMMUNICATIONS SECURITY CORP
Arto Vainio
CEO
Investor Relations/CFO
Mika Peuranen
Tel: +358 20 500 7419
E-mail:
