2013-03-21 08:56:57 -
Stonesoft Corporation Stock Exchange Release 21 March 2013 at 9.55 A.M.
PROPOSALS OF STONESOFT CORPORATION'S LARGEST SHAREHOLDERS TO THE ANNUAL GENERAL
Shareholders representing more than 34% of all the shares and votes of Stonesoft
Corporation have notified the company's Board of Directors that they will
propose to the Annual General Meeting to be held on 10 April 2013 that the
annual remuneration payable to the members of the Board of Directors would be
EUR 60,000 per year for the Chairman of the Board of Directors and EUR 30,000
per year for each member of the Board of Directors.
The annual remuneration is proposed to be disbursed so that for those Board
members whose direct or indirect ownership of Stonesoft Corporation is less than
100,000 shares, 50 per cent of the
total gross compensation amount will be used
to purchase Stonesoft Corporation's shares in public trading through NASDAQ OMX
Helsinki Ltd directly for and on behalf of these Board members, and that the
rest of the annual remuneration of these Board members would be paid in cash.
The annual remuneration is proposed to be paid entirely in cash for those Board
members whose direct or indirect ownership of Stonesoft Corporation exceeds
The purchase of the shares that are paid as remuneration will take place within
five (5) trading days following the decision by the Annual General Meeting. If
the required amount of shares cannot be purchased during the specified period in
accordance with applicable rules and regulations, the part of the annual
remuneration to be paid in shares which could not be purchased can be paid in
In addition, it is proposed that remuneration would be paid for the work
performed within the committees of the Board of Directors so that the
remuneration would be EUR 4,000 per year for the Chairman of a committee and EUR
2,000 per year for each member of a committee. It is proposed that the
remuneration for committee work would be paid entirely in cash.
Neither the annual remuneration nor the remuneration for committee work is
payable to the members of the Board of the Directors who are employed by the
The proposal on the remuneration of the members of Board of Directors is based
on the recommendation by Alexander Corporate Finance Oy.
The above-mentioned shareholders have further notified the Board of Directors of
the Company that they will propose to the Annual General Meeting that the number
of members of the Board of Directors would be six (6) and that the current Board
members Mr. Ilkka Hiidenheimo, Mr. Harri Koponen, Mr. Jukka Manner, Mr. Timo
Syrjälä, Mr. Hannu Turunen and Ms. Satu Yrjänen would be re-elected as members
of the Board of Directors. The nominees have given their consent to the
Information about all nominees and their shareholdings is published at the
corporate web site www.stonesoft.com.
Notice to the Annual General Meeting of Stonesoft Corporation was published as a
Stock Exchange Release March 13, 2013.
Chief Executive Officer
For further information, please contact:
Tel. +358 9 4767 11
NASDAQ OMX Helsinki Ltd
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Source: Stonesoft Oyj via Thomson Reuters ONE