Helsinki, Finland, 2014-03-20 14:00 CET (GLOBE NEWSWIRE) -- SSH COMMUNICATIONS SECURITY CORPORATION COMPANY ANNOUNCEMENT MARCH 20, 2014 AT 02:00 P.M. THE ANNUAL GENERAL MEETING OF SSH COMMUNICATIONS SECURITY CORPORATION ON MARCH 20TH, 2014 The Annual General Meeting of SSH Communications Security Corporation 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 1 st 2013 and December 31 st 2013. Annual General Meeting decided that the profit shown by the parent company’s financial statement is registered into the profit and loss account and no dividend is paid. At the Annual General Meeting, Päivi Hautamäki, Timo Syrjälä (new member) and Tatu Ylönen were elected as directors of the company’s Board of Directors. The organizing meeting of the Board of Directors will be held later and Company will separately announce who was elected as the Chairman of the Board of Directors. The Authorized Public Accountants KPMG Oy Ab was re-elected as the auditor of the company. KPMG Oy Ab has informed that Kirsi Jantunen will continue as the accountant with the main responsibility. The Annual General Meeting approved the Board of Directors’ proposal to amend the Article 10 of the company’s Articles of Association 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 .” 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 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 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 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 is valid until the next Annual General Meeting, but will however expire at the latest on June 30th 2015. The Annual General Meeting approved the Board of Directors’ proposal to authorize the Board of Directors to decide upon the acquiring of 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 authorization for the acquiring of the company’s own shares will 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 is valid until the next Annual General Meeting, but will however expire at the latest on June 30th 2015. SSH COMMUNICATIONS SECURITY CORPORATION Tatu Ylönen CEO For further information, please contact: Jyrki Lalla, CFO, tel. +358 45 340 4641 Distribution: NASDAQ OMX Helsinki Oy 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.
