Resolutions of the Annual General Meeting of WithSecure

WithSecure Corporation, Stock Exchange Release, 20 March 2024, 17:30 EET

Resolutions of the Annual General Meeting of WithSecure Corporation and the decisions of the organizing meeting of the Board of Directors                            

The Annual General Meeting of WithSecure Corporation was held on 20 March 2024. The General Meeting confirmed the financial statements for the financial year 2023 and reviewed the remuneration report for governing bodies. The members of the Board and the President and CEO were discharged from liability.

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

The General Meeting approved the proposal of the Board of Directors that no dividend will be paid for the financial year 2023 due to the loss-making net result of the year. The Company will focus on funding its growth and developing the business.

Board of Directors and Auditors 

The General Meeting decided that the annual remuneration of the Board of Directors will remain unchanged: EUR 80,000 for the Chair of the Board of Directors, EUR 48,000 for the Committee Chairs, EUR 38,000 for the members of the Board of Directors, and EUR 12,667 for a member of the Board of Directors employed by the Company. Approximately 40% of the remuneration will be paid as the Company’s shares acquired on the Board members’ behalf.

The General Meeting decided that the number of Board members be seven (7). The following current Board members were re-elected: Risto Siilasmaa, Tuomas Syrjänen, Kirsi Sormunen and Ciaran Martin. Niilo Fredrikson and Amanda Bedborough as well as Harri Ruusinen, who belongs to the personnel of WithSecure Corporation, were elected as new members of the Board of Directors.

The Board elected Risto Siilasmaa as the Chair of the Board. Tuomas Syrjänen was nominated as the Chair of the Personnel Committee and Risto Siilasmaa and Niilo Fredrikson as members of the Personnel Committee. Kirsi Sormunen was nominated as the Chair of the Audit Committee and Ciaran Martin, Amanda Bedborough and Harri Ruusinen were nominated as members of the Audit Committee.

It was decided that the remuneration to the auditor is paid in accordance with the approved invoice. Audit firm PricewaterhouseCoopers Oy was re-elected as auditor of the Company. Mr. Jukka Karinen, APA, acts as the responsible auditor. 

It was decided that the remuneration to the sustainability auditor is paid in accordance with the approved invoice. Sustainability audit firm PricewaterhouseCoopers Oy was elected as sustainability auditor of the Company. Mr. Jukka Karinen, ASA, acts as the responsible sustainability auditor. 

Authorizing the Board of Directors to resolve on the repurchase of the Company’s own shares 

The General Meeting authorized the Board of Directors to resolve upon the repurchase of a maximum of 17,609,870 of the Company’s own shares in total. The maximum amount equals to approximately 10% of all the shares in the Company, in one or several tranches with the Company’s unrestricted equity.

The authorization entitles the Board of Directors to resolve on the repurchase also in deviation from the proportional holdings of the shareholders (directed repurchase). The authorization comprises the repurchase of shares either in the public trading or otherwise in the market at the trading price determined for the shares in public trading on the date of purchase, or with a purchase offer 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 or for optimizing the Company’s capital structure, to be used as part of the implementation of the Company’s incentive scheme or otherwise to be transferred further or cancelled. The authorization includes the right of the Board of Directors to resolve on all other terms related to the repurchase of the Company’s own shares.

The authorization is valid until the conclusion of the next Annual General Meeting, in any case no later than until 30 June 2025.

Authorizing the Board of Directors to resolve on the issuance of shares as well as the issuance of options and other special rights entitling to shares

The General Meeting authorized the Board of Directors to resolve on the issuance of a maximum of 17,609,870 shares in total through a share issue as well as by issuing options and other special rights entitling to shares pursuant to chapter 10, section 1 of the Companies Act in one or several tranches. The maximum number of shares corresponds to 10% of all shares in the Company. The authorization concerns both the issuance of new shares and the transfer of treasury shares held by the Company.

The authorization entitles the Board of Directors to resolve on all terms related to the share issue as well as the issuance of options and other special rights entitling to shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive subscription right (directed issue). The authorization may be used for potential acquisitions or other arrangements, for share-based incentive schemes or otherwise for purposes resolved by the Board of Directors. Of the authorization, a maximum of 2,000,000 shares may be used as part of the above-mentioned share-based incentive schemes, which corresponds to approximately 1% of all shares in the Company.

The authorization is valid until the conclusion of the next Annual General Meeting, in any case until no later than 30 June 2025.

Helsinki, 20 March 2024

WITHSECURE CORPORATION 
Board of Directors

Contact information:

Tiina Sarhimaa
Chief Legal Officer
WithSecure Corporation

Laura Viita
VP, Controlling, investor relations and sustainability
WithSecure Corporation
+358 50 487 1044
investor-relations@withsecure.com