NOTICE TO SSH COMMUNICATIONS SECURITY CORPORATION'S EXTRAORDINARY GENERAL MEETING
NOTICE TO SSH COMMUNICATIONS SECURITY CORPORATIONS’ EXTRAORDINARY GENERAL MEETING
Company´s largest shareholder Accendo Capital has requested an extraordinary general meeting to be held for the below matters.
The shareholders of SSH Communications Security Corporation are invited to the Extraordinary General Meeting, which will be held on Friday June 26th, 2020 starting at 10.00 a.m. at SSH HQ at the address Karvaamokuja 2b, 6. floor, 00380 Helsinki. The reception of the shareholders who have registered for the Meeting will commence at 9.30 a.m.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
The following matters will be considered at the Extraordinary General Meeting:
- OPENING OF THE MEETING
- ELECTION OF THE CHAIRMAN AND SECRETARY OF THE MEETING
- ELECTION OF PERSON TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES
- RECORDING THE LEGALITY AND THE QUORUM OF THE MEETING
- ADOPTING THE AGENDA
- RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS
Accendo Capital, who own approximately 29.2 % of the company's voting rights, have announced to the company that it will propose at the Extraordinary General Meeting that the number of the Board members would be five (5).
Tatu Ylönen, Juha Mikkonen, Timo Syrjälä and Gaselli Capital Ltd. have announced to support this proposal.
7. ELECTION OF THE MEMBERS FOR THE BOARD OF DIRECTORS
Accendo Capital, who own approximately 29.2 % of the company's voting rights, have announced to the company that it will propose at the Extraordinary General Meeting that the following persons would be elected to the Board of Directors:
- Tatu Ylönen
- Aino-Mari Kiianmies
- Sampo Kellomäki
- Henri Österlund (new member)
- Kai Tavakka (new member)
Tatu Ylönen, Juha Mikkonen, Timo Syrjälä and Gaselli Capital Ltd. have announced to support this proposal.
8. CLOSING THE MEETING
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
The proposal made to the Extraordinary General Meeting, introductions of new board members and this invitation are available to the shareholders on the company’s website at and in the headquarters of the company at the address Karvaamokuja 2b, FI-00380 Helsinki, no later than three weeks before the Extraordinary General Meeting. These documents are also available at the General Meeting and will be sent to the shareholders upon request. The minutes of the General Meeting will be published on the company´s website no later than within two weeks after the General Meeting.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
1. Right to attend the meeting and notice of participation
A shareholder who is on June 16th, 2020 registered as a shareholder in the shareholders’ register held by Euroclear Finland Ltd has the right to attend the Extraordinary General Meeting. A shareholder whose shares have been registered into his/her personal Finnish book-entry account has been registered in the company’s shareholders’ register.
A shareholder who wishes to attend the Extraordinary General Meeting shall give a notice to attend the Meeting no later than on Tuesday June 23rd, 2020 at 4.00 p.m., by which time the notice shall be at the company. The notice to attend the Meeting shall be given either by mail to SSH Communications Security Oyj, Esko Anttila, Karvaamokuja 2b, 00380 Helsinki or by e-mail to . The name and contact information of the shareholder as well as the name of a potential representative or assistant are requested to be submitted concurrently with the notice to attend.
2. Proxy representative and powers of attorney
A shareholder may exercise his/her rights by way of proxy representation at the Extraordinary General Meeting. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. If a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives, who represent the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the notice to attend the Meeting.
Possible proxy documents are requested to be delivered to the address mentioned in section C.1 before the period for giving a notice to attend the Meeting terminates.
3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to attend the Extraordinary General Meeting based on the shares, which would entitle the holder of the nominee-registered shares to be registered in the shareholders’ register held by Euroclear Finland Oy on June 16th, 2020.
In order to attend, it is also required that the holder of the nominee-registered shares is temporarily registered into the company’s shareholders’ register by Tuesday June 23rd, 2020 at 10.00 a.m. This temporary registration will be regarded as the notice to attend the Meeting. A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders’ register of the company, the issuing of proxy documents and notice to attend the Extraordinary General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee-registered shares, who wants to participate in the Extraordinary General Meeting, temporarily into the company’s shareholders’ register by the date specified above.
4. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the Meeting.
On the date of the invitation, the total number of the company’s shares and voting rights is 38.802.233. All shares of the company belong to the same type.
Helsinki, June 3, 2020
SSH Communications Security Corporation
Board of Directors
For further information, please contact:
Teemu Tunkelo, CEO, tel. 5
Markku Karppi, General Counsel, tel. 2
Distribution:
Nasdaq Helsinki Ltd.
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