F-Secure Oyj — Proxy Solicitation & Information Statement 2015

Mar 10, 2015

Notice to the Annual General Meeting

Notice to the Annual General Meeting

F-Secure Corporation, Stock exchange release, March 10, 2015 at 9.00 a.m. (EET)

Notice is given to the shareholders of F-Secure Corporation of the Annual
General Meeting to be held on Wednesday, April 8, 2015 at 3:30 p.m. at company
headquarters (address: Tammasaarenkatu 7, Helsinki). The reception of persons
who have registered for the meeting and the distribution of voting tickets will
commence at 2:45 p.m.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and 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 report of the Board of Directors
   and the auditor's report for the year 2014
   Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend
   The Board of Directors proposes to the Annual General Meeting that a dividend
   of EUR 0.06 and an extra dividend of EUR 0.10 per share and be paid for the
   financial year of 2014. The dividend would be paid to shareholders who on the
   record date for the dividend payment on April 10, 2015 are recorded in the
   shareholders' register held by Euroclear Finland Ltd. The dividend would be
   paid on April 21, 2015.

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 Executive Committee (Nomination and Compensation) proposes to the Annual
    General Meeting that annual remuneration of the Board members would be in the
    previous year's level and paid as follows: Chairman EUR 55,000, Chairman of
    committees EUR 40,000 and other members EUR 30,000. Approximately 40% of the
    annual remuneration would be paid as the company's shares purchased from the
    market.

11. Resolution on the number of members of the Board of Directors
    The Executive Committee (Nomination and Compensation) proposes to the Annual
    General Meeting that the number of Board members be reduced by one bringing the
    total number of Board members to six (6).

12. Election of members of the Board of Directors
    The Executive Committee (Nomination and Compensation) proposes that Risto
    Siilasmaa, Jussi Arovaara, Pertti Ervi, Matti Heikkonen, Juho Malmberg and Anu
    Nissinen will be re-elected as members of the Board of Directors for a term
    that will continue until the closing of the next Annual General Meeting. Board
    member Peter Vesterbacka has announced he will not be available as member of
    the Board of Directors of F-Secure Corporation. The Board members' personal
    details are available at the company's website at www.f-secure.com/agm.

13. Resolution on the remuneration of the Auditor
    The Board of Directors proposes, in accordance with the recommendation of the
    Board's Audit Committee, that auditors' fee would be paid against approved
    invoice.

14. Election of Auditor
    The Board of Directors proposes, in accordance with the recommendation of the
    Board's Audit Committee, that Ernst & Young Oy would be re-elected as auditor.

15. Authorizing the Board of Directors to decide on the repurchase of the
    company's own shares
    The Board of Directors proposes to the Annual General Meeting that the Board of
    Directors be authorized to decide on the repurchase of a maximum of 10,000,000
    own shares of the company in one or multiple tranches with the company's
    unrestricted equity. The authorization entitles the Board of Directors to
    decide on the repurchase also in deviation from the proportional holdings of
    the shareholders (directed repurchase). The authorization covers the repurchase
    of shares either in trading at the regulated market organized by NASDAQ OMX
    Helsinki Ltd in accordance with its rules and guidelines, in which case the
    shares must be purchased at the prevailing market price at the time of
    repurchase, or through a public tender offer to the shareholders, in which case
    the price offered must be the same for all shareholders. The repurchased shares
    will be used for making acquisitions or implementing other arrangements related
    to the company's business, for improving the company's financial structure, for
    use as part of the company's incentive scheme or otherwise for further
    assigning or cancelling the shares. The authorization includes the right for
    the Board of Directors to decide upon all other terms and conditions related to
    the repurchase of the company's own shares. The authorization is proposed to be
    valid for 12 months, and the previous authorization granted to the Board of
    Directors by the 2014 Annual General Meeting regarding the repurchase of the
    company's own shares would expire upon the new authorization.

16. Authorizing the Board of Directors to decide on the issuance of shares and
    other special rights entitling to shares
    The Board of Directors proposes to the Annual General Meeting that the Board of
    Directors be authorized to decide on the issuance of a maximum of 53,004,812
    shares or the issuance of special rights entitling to shares referred to in
    Chapter 10, Section 1 of the Finnish Limited Liability Companies Act in one or
    multiple tranches. The authorization concerns both the issuance of new shares
    as well as the transfer of treasury shares. The authorization includes the
    right for the Board of Directors to decide upon all terms and conditions
    related to the issuance of shares and special rights. The issuance of shares
    may be carried out in deviation from the shareholders' pre-emptive rights
    (directed issue). The authorization can be used for implementing potential
    acquisitions, other arrangements or equity-based incentive plans or for other
    purposes decided by the Board of Directors. The Board of Directors also has the
    right to decide on the sale of company shares at the regulated market in
    accordance with NASDAQ OMX Helsinki Ltd's rules and regulations. The
    authorization is proposed to be valid for 18 months, and the previous
    authorization granted to the Board of Directors by the 2014 Annual General
    Meeting regarding the issuance of shares and transfer of own shares would
    expire upon the new authorization.

17. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the matters on the agenda of the Annual General Meeting as
well as this notice are available on company's website at www.f-secure.com/agm.
The annual report, the report of the Board of Directors and the auditor's
report of F-Secure are available on the above-mentioned website no later than
March 18, 2015. The proposals for decisions and the other above-mentioned
documents are also available at the meeting. Copies of these documents and of
this notice will be sent to shareholders upon request. The minutes of the
meeting will be available on the above-mentioned website no later than April
22, 2015.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register
   Each shareholder, who is registered on March 25, 2015 in the shareholders'
   register of the company held by Euroclear Finland Ltd., has the right to
   participate in the general meeting. A shareholder, whose shares are registered
   on his/her personal Finnish book-entry account, is registered in the
   shareholders' register of the company.

A shareholder, who is registered in the shareholders' register of the company
and who wants to participate in the general meeting, shall register for the
meeting no later than April 1, 2015 by 4 p.m. by giving a prior notice of
participation, which shall be received by the company no later than on the
above-mentioned date. Such notice can be given:

a) Internet: www.f-secure.com/agm
b) Telephone: +358 9 2520 4800 (Mon - Fri 9 a.m. - 4 p.m. Finnish time)
c) Regular mail: F-Secure Corporation, Reception/AGM, Tammasaarenkatu 7, PL 24,
00180 Helsinki, Finland

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to F-Secure
Corporation is used only in connection with the general meeting and with the
processing of related registrations.

1. Holders of nominee registered shares
   A holder of nominee registered shares has the right to participate in the
   general meeting by virtue of such shares, based on which he/she on the record
   date of the general meeting, i.e. on March 25, 2015 would be entitled to be
   registered in the shareholders' register of the company held by Euroclear
   Finland Ltd. The right to participate in the general meeting requires, in
   addition, that the shareholder on the basis of such shares has been registered
   into the temporary shareholders' register held by Euroclear Finland Ltd. at the
   latest on April 1, 2015 by 10 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 without delay
necessary instructions regarding the registration in the temporary
shareholder's register of the company, the issuing of proxy documents and
registration for the general meeting from his/her custodian bank. The account
management organization 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.

1. Proxy representative and powers of attorney
   A shareholder may participate in the 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 his/her right to represent the shareholder at the general meeting.
   When a shareholder participates in the general meeting by means of several
   proxy representatives representing the shareholder with shares at different
   book-entry accounts, the shares by which each proxy representative represents
   the shareholder shall be identified in connection with the registration for the
   general meeting. Possible proxy documents should be delivered in originals to
   the above mentioned address at the latest by April 1, 2015 by 4 p.m.

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

On the date of this notice to the general meeting the total number of shares in
F-Secure Corporation is 158,798,739 shares. Every share has one vote.

In Helsinki, February 13, 2015,

F-SECURE CORPORATION
Board of Directors

Additional information:

Tapio Pesola, IR Manager, F-Secure Corporation
tel. +358 9 2520 0700
e-mail: investor-relations@f-secure.com