SSH Communications Annual General Meeting
Helsinki, Finland - The Annual General Meeting of SSH held on March 3rd 2010 decided to change the company name into Tectia Corporation.
The Annual General Meeting of SSH 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 1st 2009 and December 31st 2009.
The Annual General Meeting decided upon the distribution of assets from the invested non-restricted equity fund to the shareholders in such a way that assets shall be distributed 0.05 euro per share. The amount to be distributed is in total 1,494,922.45 euro. The return of equity shall be paid to the shareholders who on the record date on March 8th 2009 are registered in the shareholders' register of the company held by Euroclear Finland Oy. The payment date shall be March 15th 2009.
Furthermore, the Annual General Meeting decided to lower the subscription price of the shares, which can be subscribed on the basis of the option plans released by the company between years 2000-2002, with an amount corresponding to the distribution of assets, i.e. 0.05 euro per each option right. The subscription price of the shares shall, however, always have at least the same value as the par value.
The option plans referred to in the decision and released by the company between years 2000-2008 concern the option rights given on July 10th 2000 (P003), on September 13th 2000 (P004), on March 22nd 2001 (P006), on April 11th 2002 (P009) and on June 26th 2002 (P011).
At the Annual General Meeting, Juhani Harvela, Pyry Lautsuo, Juho Lipsanen, Juha Mikkonen, Tiia Tuovinen and Tatu Ylönen were elected as directors of the company's Board of Directors. At the organizing meeting of the Board of Directors, which was held immediately after the Annual General Meeting, Juho Lipsanen was re-elected as the Chairman of the Board of Directors.
The Authorized Public Accountants KPMG Oy Ab was elected as the auditor of the company, with Kirsi Jantunen 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 in total 5,500,000 shares, in one or more tranches, as share issues against payment or by giving stock options or other special rights entitling to shares, as defined in Chapter 10 Section 1 of the Finnish Companies Act, either in accordance with the shareholders' pre-emptive right to share subscription or deviating from this right. The authorization will be valid until the next Annual General Meeting, but will expire on June 30th 2011 at the latest.
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 of the company's own shares, in one or more tranches, with assets belonging to the company's free equity. This amount corresponds approximately to 6.69 per cent of all shares of the company. The compensation to be paid for the acquired shares shall be determined on the date of acquisition on the basis of the trading rate determined for the company's share in a public trading arranged by NASDAQ OMX Helsinki Ltd. Furthermore, the Annual General Meeting decided to authorize the Board of Directors to decide upon a distress concerning a maximum of 1,500,000 own shares, in one or more tranches. The amount corresponds approximately to 5.02 per cent of all shares of the company. The authorization to acquire the shares and the authorization concerning the distress shall be valid at most for eighteen (18) months after the decision of the Annual General Meeting.
The Annual General Meeting decided to change the company name into Tectia Oyj in Finnish and into Tectia Corporation in English. Furthermore, the Annual General Meeting decided to define the auditor's term of office, which is determined in the Articles of Association, so that the term of office shall terminate at the end of the Annual General Meeting subsequent to the election. Furthermore, the Annual General Meeting changed the period for the giving of a notice to attend the General Meeting so that the notice to attend is delivered no later than three weeks before the Meeting, however no later than nine days before the record date of the General Meeting.