Resolutions of the Annual General Meeting of F-Secure Corporation and organisational meeting of the Board of Directors

The Annual General Meeting of F-Secure Corporation was held on Wednesday, 13 March 2024, starting at 12:00 p.m. (EET) at the Company headquarters at Tammasaarenkatu 7, Helsinki, Finland.

The Annual General Meeting adopted the annual accounts and the consolidated annual accounts for the financial year that ended on 31 December 2023, discharged the members of the Company’s Board of Directors and the CEO from liability, and approved all proposals made to the Annual General Meeting by the Board of Directors. The Annual General Meeting also approved the 2023 remuneration report for governing bodies. The resolution is advisory according to the Finnish Companies Act.

Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Annual General Meeting resolved that based on the balance sheet for the financial year that ended on 31 December 2023, a dividend of EUR 0.07 per share be paid. The dividend will be paid in two instalments as follows:

The first dividend instalment of EUR 0.035 per share will be paid to shareholders who are registered in the Company's shareholders’ register, maintained by Euroclear Finland Oy, on the record date of the first dividend instalment on 15 March 2024. The first dividend instalment will be paid on 22 March 2024.

The second dividend instalment of EUR 0.035 per share will be paid to shareholders who are registered in the Company’s shareholders’ register, maintained by Euroclear Finland Oy, on the record date of the second dividend instalment on 27 September 2024. The second dividend instalment will be paid on 4 October 2024. In addition, the Annual General Meeting authorised the Board of Directors to resolve, if necessary, on a new record date and date of payment for the second dividend instalment, should the rules of Euroclear Finland Oy or statutes applicable to the Finnish book-entry system be amended or should other rules or obligations binding on the Company so require.

Composition and remuneration of the Board of Directors

The Annual General Meeting resolved that the number of the members of the Board of Directors shall be six (6). The current board members Pertti Ervi, Risto Siilasmaa, Thomas Jul and Petra Teräsaho were re-elected to the Board of Directors. Tommi Uitto was elected as a new member. Katja Kuusikumpu, who belongs to the personnel of the corporation, was also elected as a new member of the Board of Directors.

It was resolved that the remuneration of the members of the Board shall remain unchanged. The remuneration is as follows: EUR 80,000 annually for the Chair of the Board of Directors, EUR 48,000 annually for the Committee Chairs, EUR 38,000 annually for the members of the Board of Directors, and EUR 12,667 for members employed by F-Secure. It was resolved that approximately 40% of the remuneration be paid as shares in the Company repurchased from the market or as treasury shares held by the Company. The Company will pay any transfer tax levied on the repurchase of shares. The Company will repurchase the shares or transfer shares held by the Company as treasury shares in the name and on behalf of the members of the Board of Directors.

Furthermore, the travel expenses and other costs of the members of the Board of Directors directly related to board work are paid in accordance with the Company’s policy in force from time to time and that each member of the Board of Directors of F-Secure is paid a predetermined travel fee in addition to travel expenses for meetings held outside their country of residence as follows: A separate meeting fee of EUR 1,000 is paid to the Board members travelling from another European country to an on-site meeting in Europe. If inter-continental travel is required, the fee is EUR 2,000. No separate travel fee will be paid to members of the Board of Directors employed by the Company.

Election and remuneration of the Auditor

The Annual General Meeting re-elected the audit firm PricewaterhouseCoopers Oy as Auditor of the Company. Mr Samuli Perälä, APA, will continue as the Company’s Responsible Auditor. The same audit firm was elected to audit the sustainability report from the financial year 2024.

The Auditor will be remunerated in accordance with the invoice approved by the Company and the same applies to the auditor’s fees relating to the audit of the Company’s sustainability report from the financial year 2024.

Authorising the Board of Directors to decide on the repurchase of the Company’s own shares

The Annual General Meeting authorised the Board of Directors to resolve on the repurchase of a maximum of 10,000,000 of the Company’s own shares in one or more instalments with funds belonging to the Company’s unrestricted equity. This number of shares corresponds to approximately 5.72% of the Company’s total number of shares on the date of the notice to the Annual General Meeting

The authorisation entitles the Board of Directors to decide on the repurchase also in deviation from the proportional holdings of the shareholders (directed repurchase). The authorisation comprises the repurchase of shares either in public trading or otherwise based on the market price on the date of purchase, or with a bid to the shareholders in which case the repurchase price must be the same for all shareholders. The Company’s own shares shall be repurchased to be used for carrying out acquisitions or implementing other arrangements related to the Company’s business, for optimising the Company’s capital structure, as part of the implementation of the Company’s incentive scheme or otherwise to be transferred further or cancelled. The authorisation includes the right of the Board of Directors to decide on all other terms related to the repurchase of the Company’s own shares. The authorisation is valid until the conclusion of the next Annual General Meeting, but no later than 30 June 2025. The authorisation cancels the Company’s prior authorisations concerning the repurchase of the Company’s own shares.

Authorising the Board of Directors to decide on the issuance of shares and special rights entitling to shares

The Annual General Meeting authorised the Board of Directors to decide on issuance, in one or more instalments, of new shares or shares possibly held by the Company through share issue and/or issuance of option rights or other special rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, so that by virtue of the authorisation altogether 17,000,000 shares may be issued and/or transferred at the maximum. This number of shares corresponds to approximately 9.73% of the Company’s total number of shares on the date of the notice to the Annual General Meeting.

The authorisation can be used for the financing or execution of potential acquisitions or other arrangements or investments relating to the Company’s business, for the implementation of the Company’s incentive scheme or for other purposes subject to the Board of Directors’ decision.

The authorisation entitles the Board of Directors to decide on all terms and conditions of the share issue and the issuance of special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The authorisation thus includes the right to issue shares also in a proportion other than that of the shareholders’ current shareholdings in the Company under the conditions provided in law, the right to issue shares against payment or without charge, as well as the right to decide on a share issue without payment to the Company itself, subject to the provisions of the Finnish Limited Liability Companies Act on the maximum amount of treasury shares.

The authorisation will remain valid until the conclusion of the following Annual General Meeting, but no later than 30 June 2025. The authorisation cancels the Company’s prior authorisations concerning the issuance of shares and special rights entitling to shares.

Organisational meeting of the Board of Directors

In its organisational meeting held after the Annual General Meeting, the Board of Directors of F-Secure re-elected Pertti Ervi as Chair of the Board of Directors.

From among its members, the Board elected Petra Teräsaho (chair of the committee), Pertti Ervi and Risto Siilasmaa as members of the Audit Committee. 

The Board of Directors has evaluated the independence of its members of the company and significant shareholders. All members are independent of the Company’s major shareholders with the exception of Risto Siilasmaa, who is himself a significant shareholder of the Company. All members are independent of the Company with the exception of Katja Kuusikumpu, who is an employee of the Company.

Establishment of the Personnel and Nomination Committee

In its organisational meeting, the Board of Directors resolved to establish a Personnel and Nomination Committee. The Personnel and Nomination Committee prepares material and instructs with issues related to the composition and compensation of the Board of Directors and remuneration of the other members of the top management of the company. The Committee assists in the preparation of Board proposals to the shareholders related to these matters, as governed by the Finnish Limited Liability Companies Act. The Personnel and Nomination Committee is neither a decision-making nor an executive body. Personnel and Nomination Committee calls in experts to its meetings when necessary for the issues to be discussed. Materials of Committee meetings are made available for all members of the Board of Directors. The Personnel and Nomination Committee convenes at least two times a year as notified by the Chair of the Committee. 

From among its members, the Board elected Pertti Ervi (chair of the committee) and Risto Siilasmaa as members of the Personnel and Nomination Committee.

Minutes of the Annual General Meeting

The Annual General Meeting minutes will be made available on https://www.investors.f-secure.com/en/investors/corporate_governance/annual_general_meeting_2024 on 27 March 2024 at the latest.

F-SECURE CORPORATION

The Board of Directors

For additional information, please contact:

Chief Financial Officer Sari Somerkallio, tel. +358 40 356 9251

General Counsel Antti Lavonen, tel. +358 400 299 088

F-Secure in brief

F-Secure is Finland headquartered and globally operating consumer cyber security company. F-Secure offers award-winning security and privacy products and services that make every digital moment more secure, for everyone. F-Secure operates in over 100 countries, has ~200 Service Provider partners and is the global leader providing security through Communication Service Providers. F-Secure Corporation is listed on Nasdaq Helsinki Ltd. Read more: www.f-secure.com