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NOTICE TO SSH COMMUNICATIONS SECURITY CORPORATION’S ANNUAL GENERAL MEETING

The shareholders of SSH Communications Security Corporation are invited to the Annual General Meeting, which is held on Thursday March 26th, 2020 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 loss shown by the parent company’s financial statement is registered into the profit and loss account and no dividend will be paid. 

9.      RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY

10.     PRESENTATION AND ADOPTION OF THE REMUNERATION POLICY FOR GOVERNING BODIES

The Board of Directors proposes to the Annual General Meeting to adopt, through an advisory resolution, the Company’s Remuneration policy. The Remuneration policy is published as an attachment to this notice and will also be available on the Company’s website. 

11.     RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS

Tatu Ylönen, Timo Syrjälä, Sauli Kiuru and Juha Mikkonen, who own combined approximately 64,5 % of the company’s voting rights, have announced to the company that they will propose at the Annual General Meeting that the number of the Board members would be four (4). 

12.     RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

Tatu Ylönen, Timo Syrjälä, Sauli Kiuru and Juha Mikkonen, who own combined approximately 64,5 % of the company’s voting rights, have announced to the company that they will propose at the Annual General Meeting that Board Members would receive an annual fee of 30,000 euros, and the Chairman of the Board would receive an annual fee of 35,000 euros for the term in office ending in the next Annual General Meeting. In addition, reasonable travel expenses shall be paid to Board Members and the Chairman of the Board in accordance with an invoice.

13.     ELECTION OF THE MEMBERS FOR THE BOARD OF DIRECTORS

Tatu Ylönen, Timo Syrjälä, Sauli Kiuru and Juha Mikkonen, who own combined approximately 64,5 % of the company’s voting rights, have announced to the company that they will propose at the Annual General Meeting that the following persons would be elected to the Board of Directors:

  •  Petri Kuivala
  •  Tatu Ylönen
  •  Sauli Kiuru
  •  Aino-Mari Kiianmies (new member)

14.     RESOLUTION ON THE REMUNERATION OF THE AUDITOR

The Board of Directors proposes that auditors shall be paid in accordance with an invoice.

15.     ELECTION OF THE AUDITOR AND POSSIBLE DEPUTY AUDITOR

The Board of Directors proposes that the authorized public accountants Ernst & Young Ltd. will be elected as the auditor of the company. Ernst & Young Ltd. has informed that Erkka Talvinko, would continue as the principal auditor.

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 latest on June 30th, 2021.

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 latest on June 30th, 2021.

18.     CLOSING THE MEETING

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals made 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 Kornetintie 3, FI-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 9th,2020.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING

1.      Right to attend the meeting and notice of participation 

A shareholder who is on March 16th, 2020 registered as a shareholder in the shareholders’ register held by Euroclear Finland Ltd has the right to attend the Annual General 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 23rd, 2020 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, Esko Anttila, Kornetintie 3, 00380 Helsinki or by e-mail to [email protected] 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 Oy on March 16th, 2020.

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 23rd, 2020 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 

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 38.802.233. All shares of the company belong to the same type.

Helsinki, March 5th, 2020

SSH Communications Security Corporation

Board of Directors

 

For further information, please contact:

Kaisa Olkkonen, CEO, tel. +358 40 579 5216
Markku Karppi, General Counsel, tel. +358 50 586 0552

 

Distribution:

Nasdaq Helsinki Ltd.
Major media
www.ssh.com

 

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