February 13, 2007
The Board of Directors summons the shareholders to the Annual General Meeting 29 March 2007
SSH COMMUNICATIONS SECURITY CORP STOCK EXCHANGE RELEASE
13 February 2007, 9.30 A.M.
The Board of Directors summons the shareholders to the Annual
General Meeting 29 March 2007
TOPICS FOR THE SSH ANNUAL GENERAL MEETING 29 MARCH 2007
SSH Communications Security Corporation arranges the Annual
General Meeting at 3 p.m. Thursday 29 March 2007. The meeting
venue is at the company headquarters, at address Valimotie 17,
00380 Helsinki, Finland. The Annual General Meeting handles the
issues defined for such meetings in the Finnish Companies Act and
in section 12 of the SSH Articles of Association. In addition, the
meeting will handle the proposal by the Board of Directors to
authorize them to decide on new issues of shares and on special
rights to share subscriptions. The Board of Directors will propose
to the Annual General Meeting that no dividend is paid.
THE PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORIZE ITSELF TO
DECIDE ON NEW ISSUES OF SHARES AND SPECIAL RIGHTS TO SHARE
SUBSCRIPTIONS
The Board of Directors proposes that the Annual General Meeting of
the Shareholders will reverse the previous authorizations and
authorize the Board of Directors to decide on new issues of shares
and special rights to share subscriptions defined in the Finnish
Companies Act Chapter 10, section 1, and including the following
conditions:
1. This authorization will give the Board of Directors the
right to decide on issuing the maximum number of 5.500.000 shares
in one or more new share issues, and on issuing special rights to
share subscription defined in the Finnish Companies Act Chapter
10, section 1, with or without subscription rights to
shareholders. The authorization can be applied either to issue of
new shares or to transfer of any SSH shares owned by the company.
2. This authorization will give the Board of Directors the
same rights as the Annual General Meeting has to decide on new
share issues and on any special rights to share subscriptions
(including the option rights) defined in the Finnish Companies Act
Chapter 10, section 1.
3. This authorization will give the Board of Directors the
right to use directed new share issues which deviate from the
shareholders’ pre-emptive right to share subscription, provided
that the company has an important financial reason to favor a
directed share issue. Considering the limitations mentioned above,
the Board of Directors can apply the authorization to develop the
ownership of shares, and/or to strengthen the company’s capital
structure, to finance business acquisitions or arrangements, to
carry out co-operational arrangements, or to motivate the
personnel.
4. Furthermore, the authorization will give the Board of
Directors the right to decide on the persons entitled to the
shares and/or to the special rights to share subscription defined
in the Finnish Companies Act Chapter 10, section 1. The Board can
also decide on the related charges or compensations, on the
subscription and payment periods, as well as on recording of the
subscription price to the share capital or the invested
unrestricted equity, according to the Finnish Companies Act.
5. The proposed authorization will be effective until the next
Annual General Meeting, but will expire 30 June 2008, at the
latest.
The proposals by the Board or Directors, the financial statement
and other documents required to be kept available according to
Finnish Companies Act, will be available for the shareholders’
inspection at the company headquarters at address Valimotie 17,
00380 Helsinki, in room 3002, for the week preceding the Annual
General Meeting.
The invitation to the Annual General Meeting will be published in
the Helsingin Sanomat newspaper on Sunday 11 March 2007. From that
day on, the invitation is also published on the SSH Communications
Security website www.ssh.com.
CEO
Arto Vainio
Tel: +358 20 500 7400
Investor Relations/CFO
Mika Peuranen
Tel: +358 20 500 7419
E-mail:
