NOTICE TO SSH COMMUNICATIONS SECURITY CORPORATIONS' ANNUAL GENERAL MEETING
The shareholders of SSH Communications Security Corporation are invited to the Annual General Meeting, which is held on Friday March 25th, 2022 at 14.00 at the address SSH HQ, Karvaamokuja 2B, 00380 Helsinki.
The Annual General Meeting will be held without shareholders' and their proxy representatives' presence at the meeting venue.
Shareholders of the Company and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. Instructions for shareholders are presented in this notice under section C. "Instructions for the participants in the Annual General Meeting".
The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the temporary legislative act (375/2021). The Company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner avoiding non-Company related uncertainties and ensuring the health and safety of the company's shareholders, personnel and other stakeholders.
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. CALLING THE MEETING TO ORDER
The Chair of the Annual General Meeting will be Company's General Counsel Markku Karppi. In case Markku Karppi would not be able to act as the Chair of the Annual General Meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chair.
3. ELECTION OF PERSON TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES
The person to scrutinize the minutes and to verify the counting of votes will be Niklas Nordström. In case Niklas Nordström would not be able to act as the person to scrutinize the minutes and to verify the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.
4. RECORDING THE LEGALITY OF THE MEETING
5. RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES
The shareholders who have voted in advance within the advance voting period and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have been represented at the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.
6. PRESENTATION OF THE ANNUAL ACCOUNTS, CONSOLIDATED ANNUAL ACCOUNTS, ANNUAL REPORT OF THE BOARD AS WELL AS THE AUDITOR'S REPORT FOR THE FINANCIAL YEAR 2021
As participation in the Annual General Meeting is possible only in advance, the Company's Annual Accounts, the Consolidated Annual Accounts, the Annual Report of the Board of Directors, and the Auditor's Report, which are published by the Company on March 4, 2022 and available on the Company's website www.ssh.com/investors/financial-reports, will be deemed to have been presented to the Annual General Meeting.
A video recording of the CEO's review (in Finnish) will be available on the Company's websitewww.ssh.com/investors/agm-2022-en, no later than on March 11, 2022 at 12.00 noon.
7. ADOPTION OF THE ANNUAL ACCOUNTS AND CONSOLIDATED ANNUAL ACCOUNTS
8. RESOLUTION ON THE TREATMENT OF THE LOSS OF THE ACCOUNTING PERIOD AND ON THE DISTRIBUTION OF THE DIVIDENDS
The Board of Directors proposes to the Annual General Meeting that the loss shown by the parent company's annual accounts is registered into the profit and loss account and no dividend will be paid.
As the annual accounts show loss, no minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act can be demanded.
9. RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY FOR THE FINANCIAL YEAR 2021
10. HANDLING OF THE REMUNERATION REPORT FOR GOVERNING BODIES
As participation in the Annual General Meeting is possible only in advance, the Remuneration Report for governing bodies, describing the implementation of the Company's Remuneration Policy, and presenting the remuneration of the governing bodies during the financial year 2021, published by the Company on March 4, 2022, is deemed to have been presented to the Annual General Meeting. The Remuneration Report is available on the Company's website www.ssh.com/investors/agm-2022-en. The resolution concerning approval of the Remuneration Report is advisory.
11. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
Accendo Capital, Tatu Ylönen, Timo Syrjälä and Juha Mikkonen, who combined own the majority of the company's voting rights, propose to the Annual General Meeting that the Board Members would receive an annual fee of 24.000 euros, and the Chairman of the Board would receive an annual fee of 28.800 euros for the term in office ending in the next Annual General Meeting.
12. RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS
Accendo Capital, Tatu Ylönen, Timo Syrjälä and Juha Mikkonen, who combined own the majority of the company's voting rights, propose to the Annual General Meeting that the number of the Board members would be five (5).
13. ELECTION OF THE MEMBERS FOR THE BOARD OF DIRECTORS
Accendo Capital, Tatu Ylönen, Timo Syrjälä and Juha Mikkonen, who combined own the majority of the company's voting rights, propose to the Annual General Meeting that the following persons would be elected to the Board of Directors:
- Henri Österlund
- Kai Tavakka
- Sampo Kellomäki
- Christian Fredrikson
- Catharina Candolin (new member)
CV of Catharina Candolin can be found at www.ssh.com/investors/agm-2022-en.
All candidates have given their consent to the election.
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
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 KHT Maria Onniselkä, would act 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, 2023.
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, 2023.
18. CLOSING THE MEETING
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above proposals made to the Annual General Meeting, the Remuneration Report, the Annual Accounts of SSH Communications Security Corporation, the Consolidated Annual Accounts, the Annual Report of the Board of Directors, the Auditor's Report and this invitation are available to the shareholders on the company's website at www.ssh.com/investors/agm-2022-en, no later than on March 4, 2022. The minutes of the Annual General Meeting will be published on the company's website no later than within two weeks from the meeting.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
The Annual General Meeting will be organized so that the shareholders and their proxies are not allowed to be present at the Annual General Meeting venue. Shareholders and their proxies can participate in the Annual General Meeting and use their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance in the manner instructed below.
Shareholders and their proxies cannot participate in the Annual General Meeting through real-time telecommunications either and the Meeting will not be recorded. A video recording of the CEO's review (in Finnish) will be available on the Company's website www.ssh.com/investors/agm-2022-en, no later than on March 11, 2022 at 12.00 noon. Resolutions of the Annual General Meeting will be published with stock exchange release after the meeting.
1. Shareholders registered in the shareholder's register
A shareholder who is on the record date of the Annual General Meeting Tuesday, March 15th, 2022 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. Shareholders cannot participate in the Annual General Meeting by any other means than voting in advance in the manner instructed below as well as by submitting counterproposals and asking questions in advance.
2. Registration and voting in advance
Registration for the Annual General Meeting and advance voting will begin on March 10, 2022 at 12.00 noon after the deadline for submitting counterproposals. A shareholder with a Finnish book-entry account, who wishes to participate in the Annual General Meeting, must register for the Annual General Meeting and vote in advance no later than by March 18, 2022 at 4.00 p.m. by which time the registration and votes must be received.
When registering, requested information such as the name, personal identification number, address, and telephone number of the shareholder as well as the name and personal identification number of a possible proxy representative must be provided. The personal data given by the shareholder to SSH Communications Security Corporation and Euroclear Finland Oy will be used only in connection with the Annual General Meeting and with the processing of related registrations.
A shareholder, who has a Finnish book-entry account, may register and vote in advance on certain items on the agenda of the Annual General Meeting from 12.00 noon on March 10, 2022 until 4.00 p.m. on March 18, 2022 by the following means:
a) through the website at www.ssh.com/investors/agm-2022-en
Registration and voting in advance require strong electronic identification. The Finnish personal identity code or business ID and book-entry account number of the shareholder is needed for voting in advance. When a shareholder who is individual logs in to Euroclear Finland Oy's service via the Company's website, he or she is directed to strong electronic identification.
For shareholders that are legal persons strong electronic identification is not required. However, shareholder that are legal persons must notify their book-entry account number, and other required information. If the shareholders that are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person, which works with Finnish bank IDs or a mobile certificate.
b) by mail or email
Shareholder may send the advance voting form available on the Company's website or corresponding information to Euroclear Finland Oy by letter to Euroclear Finland Oy, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki or by email at yhtiokokous@euroclear.eu. If the shareholder participates in the Annual General Meeting by sending the votes in advance by mail or email to Euroclear Finland Oy, this constitutes registration for the Annual General Meeting, if the shareholder simultaneously provides the information required for registration mentioned above.
Instructions relating to the advance voting and advance voting form may be found on the Company's website www.ssh.com/investors/agm-2022-en when the advance voting period starts.
3. Proxy representative and powers of attorney
A shareholder may participate and exercise his/her rights by way of proxy representation at the Annual General Meeting. The proxy representative of a shareholder may participate in the Annual General Meeting only by voting in advance on behalf of the shareholder in the manner instructed above.
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 registration for the Meeting.
Possible proxy documents should be delivered by regular mail to Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu before the end of the registration period, by which time the documents must be received by Euroclear Finland Oy.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland's general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at www.suomi.fi/e-authorizations using the authorization topic "Representation at the General Meeting". The assignee must identify himself or herself with strong electronic authentication in Euroclear Finland's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking IDs or a mobile certificate. More information on www.suomi.fi/e-authorizations and the company's internet pages at www.ssh.com/investors/agm-2022-en.
Advance voting instructions and related form is available on the Company's website at www.ssh.com/investors/agm-2022-en when the advance voting period starts.
4. 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 the record date of the Annual General Meeting March 15th, 2022. To attend, it is also required that the holder of the nominee-registered shares is temporarily registered into the company's shareholders' register by Tuesday, March 22nd, 2022 at 10.00 a.m. As regards nominee-registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register, the issuing of proxy documents and registration for 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.
In addition, the account management organization of the custodian bank shall arrange the advance voting on behalf of a nominee-registered shareholder.
5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal concerning the items on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals are required to be sent to the Company by email to agm@ssh.com by no later than by March 9, 2022 at 12.00 noon. In connection with making a counterproposal, shareholders are required to provide adequate evidence of the shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. Should the counterproposal not be placed for a vote at the Annual General Meeting, advance votes in favor of the proposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company's website www.ssh.com/investors/agm-2022-en, by no later than March 10, 2022 at 12.00 noon.
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the Annual General Meeting by email to agm@ssh.com no later than March 15, 2022 at 12.00 noon. Such questions from shareholders, the Company's management's answers to them, and any counterproposals that have not been placed for a vote are available on the Company's website www.ssh.com/investors/agm-2022-en on March 16, 2022 at latest. As a prerequisite for asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.
On the date of this notice, the total number of the company's shares and voting rights is 39.278.899. All shares of the company belong to the same type.
Changes in the number of shares held after the record date of the Annual General Meeting shall not have an effect on the right to participate the Annual General Meeting or on the number of votes held by the shareholder in the Annual General Meeting.
Helsinki, March 4th, 2022
SSH Communications Security Corporation
Board of Directors
For further information, please contact:
Teemu Tunkelo, CEO, tel. +358 40 5499605
Markku Karppi, General Counsel, tel. +358 50 586 0552
Distribution:
Nasdaq Helsinki Ltd.
Major media
www.ssh.com
Attachment
- SSH AGM 2022 - Notice to the Meeting (https://ml-eu.globenewswire.com/Resource/Download/b6d71abe-9c98-474e-be1e-613bb582f437)
