Notice of Annual General Meeting of SSH Communications

Helsinki, Finland, 2014-02-26 09:00 CET (GLOBE NEWSWIRE) -- SSH COMMUNICATIONS SECURITY CORPORATION   NOTICE TO CONVENE ANNUAL GENERAL MEETING   FEBRUARY 26, 2014 AT 10:00 A.M. Notice of Annual General Meeting of SSH Communications Security Corporation The shareholders of SSH Communications Security Corporation are invited to the Annual General Meeting, which is held on March 20 ^th 2014 starting at 10.00 a.m. at the address Taitotalon Kongressikeskus, Auditorio Fakta, Valimotie 8, 00380 HELSINKI. The reception of the shareholders who have registered for the Meeting will commence at 9.30 a.m. A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING   The following matters will be considered at the Annual General Meeting: 1. OPENING OF THE MEETING 2. ELECTION OF THE CHAIRMAN AND SECRETARY OF THE MEETING 3. Election of persons to SCRUTINIZE the minutes and to supervise the counting of votes 4. RECORDING THE LEGALITY AND THE QUORUM OF THE MEETING 5. ADOPTING THE AGENDA 6. CEO’S REVIEW 7. PRESENTATION OF THE FINANCIAL STATEMENTS, ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS AS WELL AS THE AUDITOR’S REPORT 8. ADOPTION OF THE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS AS WELL AS THE TREATMENT OF THE PROFIT OF THE ACCOUNTING PERIOD The Board of Directors proposes to the Annual General Meeting that the profit shown by the parent company’s financial statement is registered into the profit and loss account. 9. RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY 10. RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS 11. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS 12. ELECTION OF THE MEMBERS FOR THE BOARD OF DIRECTORS The company has not, on the date of this notice, received a proposal from its largest shareholders on the members for the Board of Directors. If the company receives such a proposal before the Annual General Meeting, it will announce it separately. 13. RESOLUTION ON THE REMUNERATION OF THE AUDITOR The Board of Directors proposes that auditors shall be paid in accordance with an invoice. 14. ELECTION OF THE AUDITOR AND POSSIBLE DEPUTY AUDITOR The Board of Directors proposes that the authorized public accountants KPMG Oy Ab are re-elected as the auditor of the company. KPMG Oy Ab has informed that Kirsi Jantunen, Authorized Public Accountant, will continue as the principle auditor. 15. CHANGING THE COMPANY’S ARTICLES OF ASSOCIATION The Board of Directors proposes that Article 10 of the company’s Articles of Association will be amended in its entirety as follows: “The invitation to the General Meeting shall be announced to the shareholders not earlier than three (3) months and not later than three (3) weeks before the date of the Meeting by publishing it on the company’s website. The invitation to the General Meeting shall, however, be published no less than nine (9) days before the General Meeting Record Date. The Board of Directors can also decide to publish the invitation by other means of publication. In order to participate in the Meeting a shareholder must register for the Meeting by the date mentioned in the invitation, which date may not be more than ten days before the Meeting.”   16. RESOLUTION ON AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON ISSUING OF SHARES AGAINST PAYMENT AND ON ISSUING OF STOCK OPTIONS AND OTHER SPECIAL RIGHTS WHICH ENTITLE TO SHARES The Board of Directors proposes that the Annual General Meeting authorizes, reversing the previous authorizations, the Board of Directors to decide on issuing of shares against payment and issuing of stock options and other special rights, referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, on the following terms: The authorization entitles the Board of Directors to decide on 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 Limited Liability 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, either new shares can be issued or own shares, which the company possibly has in its possession, can be transferred. Based on the authorization, the Board of Directors has the same right as the Annual General Meeting to decide on the issuing of shares against payment and special rights (including stock options) in accordance with Chapter 10 Section 1 of the Finnish Limited Liability 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 who are entitled to the shares and/or stock options or special rights in accordance with Chapter 10 Section 1 of the Finnish Limited Liability Companies Act as well as on the related compensation, subscription and payment periods and on the registering of the subscription price into the share capital or invested non-restricted equity fund within the limits of the Finnish Limited Liability Companies Act.   The authorization will be valid until the next Annual General Meeting, but will however expire at the latest on June 30 ^th 2015. 17. RESOLUTION ON AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUIRING OF OWN SHARES The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the acquiring of the company’s own shares in one or more tranches on the following terms: Based on the authorization concerning the acquiring of the company’s own shares, it is possible to acquire a maximum of 2,000,000 shares of the company with assets belonging to the company’s non-restricted equity. The shares can also be acquired otherwise than in proportion to the holdings of the existing shareholders (directed acquisition). 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, 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 decides on 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 30 ^th 2015. 18. CLOSING THE MEETING B. DOCUMENTS OF THE ANNUAL GENERAL MEETING The proposals made by the Board of Directors to the Annual General Meeting, the financial statements of SSH Communications Security Corporation, the consolidated financial statements, the annual report, the auditor’s report and this invitation are available to the shareholders on the company’s website at www.ssh.com and in the headquarters of the company at the address Takomotie 8, 00380 Helsinki, no later than three weeks before the Annual General Meeting. These documents are also available at the Annual General Meeting and will be sent to the shareholders upon request. The minutes of the Annual General Meeting will be published on the company’s website no later than April 3 ^rd 2014. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING 1. Right to attend the Meeting and notice of participation A shareholder who is no later than on March 10 ^th 2014 registered as a shareholder in the shareholders’ register held by Euroclear Finland Ltd has the right to attend the Meeting. A shareholder whose shares have been registered into his/her personal Finnish book-entry account has been registered in the company’s shareholders’ register. A shareholder who wishes to attend the Annual General Meeting shall give a notice to attend the Meeting no later than on March 14 ^th 2014 at 4.00 p.m., by which time the notice shall be at the company. The notice to attend the Meeting shall be given either by mail to SSH Communications Security Oyj, Laura Grönberg, Takomotie 8, 00380 Helsinki or by fax to number +358 20 500 7001 or by e-mail to info@ssh.com. The name and contact information of the shareholder as well as the name of a potential representative or assistant are requested to be submitted concurrently with the notice to attend. 2. Proxy representative and powers of attorney A shareholder may exercise his/her rights by way of proxy representation at the Annual General Meeting. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. If a shareholder participates in the Annual General Meeting by means of several proxy representatives, who represent the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the notice to attend the Meeting. Possible proxy documents are requested to be delivered to the address mentioned in section C.1 before the period for giving a notice to attend the Meeting terminates. 3. Holders of nominee-registered shares A holder of nominee-registered shares has the right to attend the Annual General Meeting based on the shares, which would entitle the holder of the nominee-registered shares to be registered in the shareholders’ register held by Euroclear Finland on March 10 ^th 2014. In order to attend, it is also required that the holder of the nominee-registered shares is temporarily registered into the company’s shareholders’ register by March 17 ^th 2014 at 10.00 a.m. This temporary registration will be regarded as the notice to attend the Meeting. A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders’ register of the company, the issuing of proxy documents and notice to attend the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, temporarily into the company’s shareholders’ register by the date specified above. 4. Other information The invitation to the Annual General Meeting will be published in the newspaper Helsingin Sanomat on February 27 ^th 2014. The invitation is also available on the website of SSH Communications Security Corporation at www.ssh.com as of February 27 ^th 2014. Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the Meeting. On the date of the invitation, the total number of the company’s shares and voting rights is 30.752.533. All shares of the company belong to the same type. Helsinki, February 25 ^th 2014 SSH Communications Security Corporation Board of Directors For additional information: Tatu Ylönen, CEO, tel. +358 20 500 7000 Jyrki Lalla, CFO, tel. +358 45 340 4641 Distribution: NASDAQ OMX Helsinki Ltd Major Media www.ssh.com Founded in 1995, SSH Communications Security is the company that invented the Secure Shell protocol - the gold standard protocol for data-in-transit security solutions. Today, over 3,000 customers across the globe - including seven of the Fortune 10 - trust our Information Assurance Platform to secure the path to their information assets. We enable and enhance business for thousands of customers in multiple industries in the private and public sectors around the world. SSH Communications Security operates in the Americas, Europe, and APAC regions, with headquarters located in Helsinki, Finland. The company shares (SSH1V) are quoted on the NASDAQ OMX Helsinki.