Chapter 10 Section 1 of the Finnish Companies Act, either according to the shareholders’ pre-
emptive right to share subscription or deviating from this right, in one or more tranches. Based
on the authorization, it can be either issuing of new shares or transfer of own shares, which the
company possibly has in its possession.
Based on the authorization, the Board of Directors shall have the same rights as the Annual Gen-
eral Meeting to decide upon the issuing of shares against payment and special rights (including
stock options) in accordance with Chapter 10 Section 1 of the Finnish Companies Act. Thereby,
the authorization to be given to the Board of Directors includes, inter alia, the right to deviate
from the shareholders’ pre-emptive rights with directed issues providing that the company has a
weighty financial reason for the deviation in respect of the share issue against payment.
Furthermore, the authorization includes the Board of Directors’ right to decide upon who are
entitled to the shares and/or stock options or special rights in accordance with Chapter 10 Section
1 of the Finnish Companies Act as well as upon the related compensation, subscription and pay-
ment periods and upon the registering of the subscription price into the share capital or invested
non-restricted equity fund within the limits of the Finnish Companies Act.
The authorization will be valid until the next Annual General Meeting but will however expire at
the latest on June 30, 2021.
The Annual General Meeting approved the Board of Directors’ proposal to authorize the Board of
Directors to decide upon acquisition of a maximum of 2,000,000 own shares of the company with
assets belonging to the company’s non-restricted equity, which amounts to approximately 5.2
percent of the company’s total shares. The shares can also be acquired otherwise than in propor-
tion to the holdings of the existing shareholders. The maximum compensation to be paid for the
acquired shares shall be the market price at the time of purchase, which is determined in the
public trading.
The Board of Directors proposes that the authorization for the acquiring of the company’s own
shares would be used, inter alia, in order to strengthen the company's capital structure, to finance
and realize corporate acquisitions and other arrangements, to realize the share-based incentive
programs of the company or otherwise to be kept by the company, to be transferred for other
purposes or to be cancelled. The acquisition of shares reduces the company’s distributable non-
restricted equity.
Decision concerning the acquiring of own shares cannot be made so that the combined amount
of the own shares, which are in the possession of, or held as pledges by, the company or its sub-
sidiaries exceeds one-tenth of all shares. The Board of Directors shall decide upon all other mat-
ters related to the acquisition of shares.
The authorization will be valid until the next Annual General Meeting but will however expire at
the latest on June 30, 2021.
SHARE-BASED PAYMENTS
The share-based payments of SSH Communications Security are stock options. Stock option pro-
grams have been in effect in the reporting period or in the comparison year.