F-Secure Oyj

Pre-Annual General Meeting Information • Feb 25, 2019

Disclosure 368833

F-Secure Oyj - Notice to general meeting

Notice to the F-Secure Annual General Meeting

F-Secure Corporation, Stock exchange release, 25 February 2019 at 12.00 p.m. (EET)

Notice to the Annual General Meeting of F-Secure Corporation

Notice is given to the shareholders of F-Secure Corporation of the Annual General Meeting to be held on Tuesday, 19 March 2019, starting at 3:00 p.m. at the Company headquarters at the address Tammasaarenkatu 7, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2:00 p.m.

A. Matters on the agenda of the General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of a person to scrutinise the minutes and persons to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the Auditor’s report for the year 2018

• Review by the CEO

7. Adoption of the annual accounts and the consolidated annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Company’s dividend policy is to pay approximately half of its profits as dividends. Subject to circumstances, the Company may deviate from this policy.

During the year 2018, the Company completed the acquisition of MWR InfoSecurity, which was financed partially with an external loan. In addition to the costs related to the acquisition and integration, the Company’s profitability was impacted by the continued growth investments in corporate security. Considering these aspects, the Board of Directors has exceptionally decided to propose no dividend to be paid for year 2018.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Personnel Committee of the Board of Directors proposes that the annual remuneration of the Board of Directors shall remain unchanged and be as follows: EUR 80,000 for the Chairman of the Board of Directors, EUR 48,000 for the Committee Chairmen, EUR 38,000 for the members of the Committees, and EUR 12,667 for a member of the Board of Directors belonging to the personnel of the Company. Furthermore, the Committee proposes that approximately 40% of the remuneration be paid in accordance with a more detailed decision by the Board of Directors as the Company’s shares repurchased from the market and that the Company pay any transfer tax levied on the repurchase of shares. The travel expenses and other costs directly related to the board work of the members of the Board of Directors are paid in accordance with the Company’s compensation policy in force from time to time.

11. Resolution on the number of members of the Board of Directors

The Personnel Committee of the Board of Directors proposes that the number of Board members be six (6) members.

12. Election of the members of the Board of Directors

The Personnel Committee of the Board of Directors proposes that Risto Siilasmaa, Pertti Ervi, Bruce Oreck and Päivi Rekonen be re-elected as members of the Board of Directors and that Tuomas Syrjänen and Matti Aksela, who belongs to the personnel of F-Secure Corporation, be elected as a new members of the Board of Directors. Of the current members of the Board of Directors Matti Heikkonen has stated that he is not available for re-election.

13. Resolution on the remuneration of the Auditor

The Board of Directors proposes upon recommendation of the Audit Committee that the remuneration to the Auditor be paid in accordance with the approved invoice.

14. Election of the Auditor

The Board of Directors proposes upon recommendation of the Audit Committee that audit firm PricewaterhouseCoopers Oy be elected as Auditor of the Company. PricewaterhouseCoopers Oy has stated that Mr Janne Rajalahti, APA, will act as the responsible auditor.

15. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide upon the repurchase of a maximum of 10,000,000 of the Company’s own shares in one or several tranches and with the Company’s unrestricted equity. The authorisation entitles the Board of Directors to decide on the repurchase also in deviation from the proportional holdings of the shareholders (directed repurchase). The authorisation comprises the repurchase of shares either on a regulated market on Nasdaq Helsinki Ltd in accordance with its rules and guidelines in which case the repurchase price is determined on the basis of the stock exchange price at the time of repurchase, 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, for improving the Company’s financing structure, as part of the implementation of the Company’s incentive scheme or otherwise to be transferred further or cancelled. The authorisation includes the right of the Board of Directors to decide on all other terms related to the repurchase of the Company’s own shares. The authorisation is proposed to be valid until the next Annual General Meeting, in any case until no later than 30 June 2020, and it would terminate the authorisation given to the Board of Directors by the Annual General Meeting of year 2018 concerning the repurchase of the Company’s own shares.

16. Authorising the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares

The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the issuance of a maximum of 31,000,000 shares through a share issue or by issuing special rights entitling to shares pursuant to chapter 10, section 1 of the Companies Act in one or several tranches. The proposed maximum number of the shares corresponds to 19.5% of the Company’s registered number of shares. The authorisation concerns both the issuance of new shares and the transfer of treasury shares held by the Company. The authorisation entitles the Board of Directors to decide on all terms related to the share issue and the issuance of special rights. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive subscription right (directed issue). The authorisation may be used for carrying out potential acquisitions or other transactions or share-based incentive schemes or otherwise for purposes decided by the Board of Directors. The Board of Directors is also entitled to decide on the sale of treasury shares on a regulated market on Nasdaq Helsinki Ltd in accordance with its rules and guidelines. The authorisation is proposed to be valid until the next Annual General Meeting, in any case until no later than 30 June 2020, and it would terminate the authorisations given to the Board of Directors by the Annual General Meeting of year 2018 concerning the directed share issue and the transfer of treasury shares.

17. Closing of the meeting

B. Documents of the General Meeting

The above proposals for decisions relating to the agenda of the General Meeting as well as this notice are available on the Company’s website at www.f-secure.com/agm. F-Secure Corporation’s annual accounts, consolidated annual accounts, the report of the Board of Directors and the Auditor’s report are available on said website at the latest on Tuesday, 26 February 2019. The proposals for decisions and the other above-mentioned documents are also available at the General Meeting and copies of said documents and of this notice will be delivered to shareholders upon request. The Minutes of the Annual General Meeting will be available on the above-mentioned website at the latest on Tuesday, 2 April 2019.

C. Instructions for the participants in the General Meeting

1. Shareholder registered in the shareholders’ register

Each shareholder who is registered on Thursday, 7 March 2019, the record date of the meeting, in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares are registered on the shareholder’s personal Finnish book-entry account is registered in the shareholders’ register of the Company.

A shareholder recorded in the shareholders’ register of the Company wishing to participate in the General Meeting should register for the meeting by Thursday, 14 March 2019 at 4:00 p.m. The notice has to be received by the Company at the latest by the time stated above. Such notice can be given:

a) online: www.f-secure.com/agm.

b) by telephone: +358 9 2520 4800 (Monday to Friday between 9:00 a.m. and 4:00 p.m. Finnish time); or

c) by letter: F-Secure Corporation, Reception/AGM, Tammasaarenkatu 7, PO Box 24, 00180 Helsinki, Finland.

The shareholder’s name, personal identification number/business ID, address, telephone number as well as the name of his/her eventual assistant or proxy representative and the personal identification number of the proxy representative must be notified in connection with the registration. The personal data given to F-Secure Corporation by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

The shareholder, his/her authorised representative or proxy representative must, if necessary, be able to prove his/her identity and/or right of representation at the General Meeting.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting based on the shares that would entitle the shareholder to be registered in the shareholders’ register held by Euroclear Finland Oy on Thursday, 7 March 2019. In addition, the right to participate requires that holders of nominee registered shares be temporarily entered into the shareholders’ register held by Euroclear Finland Oy based on these shares by Thursday, 14 March 2019 at 10:00 a.m. As regards nominee registered shares, this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request in good time the necessary instructions regarding registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting from such shareholder’s custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate such representative’s right to represent the shareholder. If the shareholder’s shares have been registered on more than one book-entry account, the shareholder has the right to use different proxy representatives with respect to the shares on each book-entry account. In addition, the shares that each proxy representative represents shall be identified in connection with the registration for the General Meeting. Possible proxy documents should be delivered in originals by Thursday, 14 March 2019 at 4:00 p.m. to the address mentioned above in connection with the registration details.

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice, the total number of shares in F-Secure Corporation is 158,798,739. Each share confers one vote.

In Helsinki, 25 February 2019

F-SECURE CORPORATION

Board of Directors

Contact information:

Tapio Pesola, Investor Relations Manager

+358 44 373 46 93,

investor-relations@f-secure.com

**About F-Secure

**

Nobody knows cyber security like F-Secure. For three decades, F-Secure has driven innovations in cyber security, defending tens of thousands of companies and millions of people. With unsurpassed experience in endpoint protection as well as detection and response, F-Secure shields enterprises and consumers against everything from advanced cyber attacks and data breaches to widespread ransomware infections. F-Secure’s sophisticated technology combines the power of machine learning with the human expertise of its world-renowned security labs for a singular approach called Live Security. F-Secure’s security experts have participated in more European cyber crime scene investigations than any other company in the market, and its products are sold all over the world by around 200 broadband and mobile operators and thousands of resellers.

Founded in 1988, F-Secure is listed on the NASDAQ OMX Helsinki Ltd.

www.f-secure.com