Annual general meeting 2022
General Meeting
The General Meeting is the highest decision-making body of SSH, where the shareholders participate in the supervision and control of SSH by using their right to speak and vote. The most important tasks of the General Meeting are, among others, the election of the Board of Directors and the adoption of the Annual Accounts. Other tasks of the General Meeting appear from the Articles of Association of the company and from the Finnish Companies Act. The company shall convene one Annual General Meeting for each financial period. An Extraordinary General Meeting shall be convened when necessary.
Annual General Meeting 2022
The shareholders of SSH Communications Security Corporation are invited to the Annual General Meeting, which is held on Friday, March 25th, 2022, starting at 14.00 at the address Karvaamokuja 2B, 00380 Helsinki.
The Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue.
The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the temporary legislative act (375/2021).The Company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner and to avoid non-Company related uncertainties without deterioration of the Shareholders´ rights
Shareholders of the Company and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. Instructions for shareholders are presented in below.
Instructions for participants
A shareholder who is on the record date of the Annual General Meeting Tuesday March 15th, 2022 registered as a shareholder in the shareholders’ register held by Euroclear Finland Ltd has the right to attend the Annual 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.
Shareholders cannot participate in the Annual General Meeting by any other means than voting in advance in the manner instructed below as well as by submitting counterproposals and asking questions in advance.
Registration for the Annual General Meeting and advance voting will begin on March 10, 2022, at 12.00 noon after the deadline for submitting counterproposals. A shareholder with a Finnish book-entry account, who wishes to participate in the Annual General Meeting, must register for the Annual General Meeting and vote in advance no later than by March 18, 2022, at 4.00 p.m. by which time the registration and votes must be received.
When registering, requested information such as the name, personal identification number, address and telephone number of the shareholder as well as the name and personal identification number of a possible proxy representative must be provided. The personal data given by the shareholder to SSH Communications Security Corporation and Euroclear Finland Oy will be used only in connection with the Annual General Meeting and with the processing of related registrations.
A shareholder may register and vote in advance on certain items on the agenda of the Annual General Meeting from 12.00 noon on March 10, 2022 until 4.00 p.m. on March 18, 2022, by the following means:
a) Through the Euroclear service (from March 10 at 12.00 noon)
Registration and voting in advance require strong electronic identification. The Finnish personal identity code or business ID and book-entry account number of the shareholder is needed for voting in advance. When a shareholder who is individual logs in to Euroclear Finland Oy's service via the Company's website, he or she is directed to strong electronic identification.
For shareholders that are legal persons strong electronic identification is not required. However, shareholder that are legal persons must notify their book-entry account number, and other required information. If the shareholders that are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person, which works with Finnish bank IDs or a mobile certificate.
b) By mail or email
A shareholder may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by letter to Euroclear Finland Oy, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki or by email at yhtiokokous@euroclear.eu. If the shareholder participates in the Annual General Meeting by sending the votes in advance by mail or email to Euroclear Finland Oy, this constitutes registration for the Annual General Meeting, if the shareholder simultaneously provides the information required for registration mentioned above.
Download the advance voting form
Proxy representative and powers of attorney
A shareholder may participate and exercise his/her rights by way of proxy representation at the Annual General Meeting. The proxy representative of a shareholder may participate in the Annual General Meeting only by voting in advance on behalf of the shareholder in the manner instructed above.
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 Annual 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 registration for the Meeting.
Possible proxy documents should be delivered by regular mail to Euroclear Finland Oy, Yhtiökokous
PL 1110, FI-00101 Helsinki, Finland or by e-mail to: yhtiokokous@euroclear.eu before the end of the registration period, by which time the documents must be received by Euroclear Finland Oy.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland’s general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself or or herself with strong electronic authentication in Euroclear Finland's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking IDs or a mobile certificate. More information on Suomi.fi authorisation in below.
Holders of nominee registered shares
A holder of nominee-registered shares has the right to attend the Annual 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 the record date of the Annual General Meeting March 15th, 2022. 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, March 22nd, 2022 at 10.00 a.m. As regards nominee-registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents, and registration for the Annual 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 Annual General Meeting, temporarily into the company’s shareholders’ register by the date specified above.
In addition, the account management organization of the custodian bank shall arrange the advance voting on behalf of a nominee-registered shareholder.
Instructions on the use of Suomi.fi e-authorization
A shareholder that is legal person can use the electronic Suomi.fi e-authorization service instead of the traditional proxy in Euroclear Finland’s general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at https://www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”.
A mandate is an electronic power of attorney, the details of which are entered in the authorization register. When one wants to act on behalf of someone else in a service that uses Suomi.fi e-Authorizations, the valid mandates will be checked from the authorization register. The mandate can also be a right to grant a mandate or a representative’s right to grant a mandate, in which case the assignee can manage the authorizations of companies or organizations in Suomi.fi e-authorizations.
Suomi.fi authorization service utilizes also the information on representation of organizations entered in the trade register. If a shareholder is represented at the general meeting by a person who has the sole right to represent the company (for example the managing director and authorized to sign), no separate authorization is needed. The right to represent entitles to represent at the general meeting. The authorization given in the Suomi.fi e-authorization service is general and applies to general meetings as a whole. If the authorization of an organization is limited to the general meeting of a particular company, the authorization is limited by a specifier. The business ID of the company in question is used for the limitation.
When a shareholder that is legal person authorizes a representative to the Annual General Meeting in the Suomi.fi authorization service, the authorization may be made by a person who has the right to represent the organization in the Trade Register in accordance with the terms and conditions of the Suomi.fi service. In the Suomi.fi e-Authorizations one identifies oneself with his/her personal banking IDs, mobile certificate or certificate card and chooses on behalf of which organization the mandate is being granted. An assignee/-s is/are then appointed and the mandate “Representing at general meeting” is granted as the authorization topic, and the period of validity is defined. If the authorization is limited to the general meeting of a particular company, the authorization is limited by a specifier that uses the business ID of the company in question. More detailed instructions and various authorization options can be found on the Suomi.fi website. For example, the exercise of the right to grant mandate may be well suited to matters relating to general meetings. Authorization is also possible by the assignee requesting the authorization and the assignor confirming the authorization. In this case, it is good to note that the authorization is only valid once it has been confirmed by the assignor.
If the shareholder that is legal person uses the Suomi.fi electronic authorization, the assignee must identify himself or herself with strong electronic identification in Euroclear Finland's general meeting service when registering for the general meeting. The assignee is then directed to Suomi.fi service and his/her mandate for transactions is automatically checked, after which he/she is redirected to Euroclear Finland’s service. The mandate for transactions may be based on an electronic Suomi.fi e-authorization or a right of representation based on the trade register. The strong electronic identification works with personal banking IDs or a mobile certificate. A shareholder that is a legal person can make changes to the notification information and the assignees directly in Euroclear Finland’s service until the end of the notification period. If there are any changes after the notification period, the shareholder needs to contact agm@ssh.com.
Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal concerning the items on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals are required to be sent to the Company by email to agm@ssh.com by no later than by March 9, 2022 at 12.00 noon.
In connection with making a counterproposal, shareholders are required to provide adequate evidence of the shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. Should the counterproposal not be placed for a vote at the Annual General Meeting, advance votes in favor of the proposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on this webpage by no later than March 10, 2022 at 12.00 noon.
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the Annual General Meeting by email to agm@ssh.com no later than March 15, 2022 at 12.00 noon. Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that have not been placed for a vote are available on this webpage on March 16, 2022 at latest. As a prerequisite for asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.
Documents of the Annual General Meeting
You can download documents of the Annual General Meeting from the following links:
Notice to the Annual General Meeting
Shareholders proposal on Board of Directors' composition and remuneration
CV Catharina Candolin
Board proposal on authorization to issue shares
Board proposal on authorization to repurchase own shares
Board proposals on other items
Corporate Governance Statement
Remuneration Report 2021
Financial Statements and Report of the Board of Directors
Auditor's Report
CEO's Review
You can view CEO Teemu Tunkelo's prerecorded review to the Annual General Meeting from the following link on March 11th at 12.00:
CEO Review (the video is in Finnish only)
Counterproposals and questions and answers
The following links take you to pages where counterproposals (if any) to the Annual General Meeting and questions posed by shareholders are presented.
Counterproposals (no counterprosal received by deadline)
Questions to management with answers (no questions received by deadline)
