0MKQ Ssh Communications Security Oyj

 
TIDMSSH1V 
 
 
 
   DECISIONS OF THE ANNUAL GENERAL MEETING OF SSH COMMUNICATIONS SECURITY 
CORPORATION 
 
   The Annual General Meeting of SSH Communications Security Corporation 
took place at company HQ, Helsinki, Finland, today on 25 March 2021. In 
order to prevent the spread of the COVID-19 pandemic, the Annual General 
Meeting was held without shareholders' and their proxy representatives' 
presence at the venue of the meeting. The shareholders of the company 
participated in the meeting and exercised their shareholder's rights by 
voting in advance. 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 CEOs who have been active during the 
accounting period between January 1(st) 2020 and December 31(st) 2020. 
 
 
 
   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 adopt the Remuneration Report for the 
governing bodies. 
 
   At the Annual General Meeting, Henri Österlund, Kai Tavakka, Sampo 
Kellomäki and Christian Fredrikson (new member) 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 Erkka 
Talvinko will continue to act as the accountant with the main 
responsibility. 
 
 
 
   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 30(th) 2022. 
 
 
 
   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. 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 30(th) 2022. 
 
 
 
 
 
   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 
https://www.globenewswire.com/Tracker?data=Zeqdz1HLwT5-nh12eOFshCh1asuG_xmPaPB8cq5bdEFWNbleWj70JV-EXMvv4D_QuiEh2cJP2IlXp7Z22oE9Yw== 
 
 
   www.ssh.com 
 
 
 
 

(END) Dow Jones Newswires

March 25, 2021 07:36 ET (11:36 GMT)

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