Pre-Annual General Meeting Information • Mar 5, 2025
Pre-Annual General Meeting Information
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The shareholders of SSH Communications Security Corporation are invited to the Annual General Meeting, which is held on Wednesday March 26 th 2025 starting at 14.00 at the address Colony Pitäjänmäki, Auditorio Metsä, Karvaamokuja 2D, 00380 Helsinki. The reception of the shareholders who have registered for the Meeting will commence at 13.30.
The meeting will be held as a hybrid meeting, referred to in Chapter 5 Section 16 Paragraph 2 of the Finnish Limited Liability Companies Act. As an option to attending the meeting physically at the meeting venue, shareholders can exercise their power of decision in full by using a telecommunications connection and a technical device during the meeting. Instructions on remote participation are presented in part C of this notice.
The following matters will be considered at the Annual General Meeting:
The Board of Directors proposes to the Annual General Meeting that the loss shown by the parent company's financial statement is registered into the profit and loss account and no dividend will be paid.
Remuneration report will be available starting from March 5 th 2025 on the company's website at https://www.ssh.com/investors/annual-general-meeting
Accendo Capital and Tatu Ylönen, who together own 44,7 % of the company's voting rights, will propose at the Annual General Meeting that Board Members would receive an annual fee of 24 000 euros, and the Chairman of the Board would receive an annual fee of 28 800 euros for the term in office ending in the next Annual General Meeting.
Accendo Capital and Tatu Ylönen, who together own 44,7 % of the company's voting rights, will propose at the Annual General Meeting that the number of the Board members would be five (5).
Accendo Capital and Tatu Ylönen, who together own 44,7 % of the company's voting rights, will propose at the Annual General Meeting that the following persons would be elected to the Board of Directors:
More information about the nominees: https://www.ssh.com/about/board-of-directors/
Assessment of nominees´ independence and more information about the preparations of the proposal are represented in a separate proposal document: https://www.ssh.com/investors/annual-general-meeting
All candidates have given their consent to the election.
The Board of Directors proposes that auditors shall be paid in accordance with an invoice.
The Board of Directors proposes that the authorized public accountants Ernst & Young Ltd. will be elected as the auditor of the company. Ernst & Young Ltd. has informed that Mari Onniselkä, would continue as the principal auditor.
The Board of Directors proposes that the Annual General Meeting authorizes, reversing the previous authorizations, the Board of Directors to decide on issuing of shares against payment and issuing of stock options and other special rights, referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, on the following terms:
The authorization entitles the Board of Directors to decide on the issuing of a maximum of 4,000,000 shares as a share issue against payment or without payment or by giving stock options or other special rights entitling to shares, in accordance with Chapter 10 Section 1 of the Finnish Limited Liability 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, either new shares can be issued or own shares, which the company possibly has in its possession, can be transferred.
Based on the authorization, the Board of Directors has the same right as the Annual General Meeting to decide on the issuing of shares against payment and special rights (including stock options) in accordance with Chapter 10 Section 1 of the Finnish Limited Liability 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 who are entitled to the shares and/or stock options or special rights in accordance with Chapter 10 Section 1 of the Finnish Limited Liability Companies Act as well as on the related compensation, subscription and payment periods and on the registering of the subscription price into the share capital or invested non-restricted equity fund within the limits of the Finnish Limited Liability Companies Act.
The authorization can be used as part of the company's incentive and commitment programs up to a maximum of 2,000,000 shares.
The authorization will be valid until the next Annual General Meeting but will however expire at latest on June 30th 2026.
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the acquiring of the company's own shares in one or more tranches on the following terms:
Based on the authorization concerning the acquiring of the company's own shares, it is possible to acquire a maximum of 2,000,000 shares of the company with assets belonging to the company's nonrestricted equity. The shares can also be acquired otherwise than in proportion to the holdings of the existing shareholders (directed acquisition).
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, 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 subsidiaries exceeds one-tenth of all shares. The Board of Directors decides on all other matters related to the acquisition of shares.
The authorization will be valid until the next Annual General Meeting but will however expire at latest on June 30th , 2026.
The proposals made to the Annual General Meeting, the financial statements of SSH Communications Security Corporation, the consolidated financial statements, the annual report, the auditor´s report and this invitation are available to the shareholders on the company's website at www.ssh.com and in the headquarters of the company at the address Karvaamokuja 2D, FI-00380 Helsinki, no later than three weeks before the Annual General Meeting. These documents are also available at the Annual General Meeting and will be sent to the shareholders upon request. The minutes of the Annual General Meeting will be published on the company´s website no later than two weeks after the meeting.
A shareholder who is on March 14 th , 2025, the record date of the Annual General Meeting, 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 their personal Finnish book-entry account has been registered in the company's shareholders' register.
The period to give notice to attend the Annual General Meeting begins when the Notice to Annual General Meeting is published. A shareholder who wishes to attend the Annual General Meeting shall give a notice to attend the Meeting no later than on Wednesday March 19 th, 2025, at 4.00 p.m., by which time the notice shall be at the company.
The notice to attend the Meeting shall be given:
The name, birthday/ID number or business ID, address, phone number and email of the shareholder as well as the name of a potential representative or assistant and the ID number of the representative are requested to be submitted concurrently with the notice to attend. The personal information
given by the shareholders will be used solely for the Annual General Meeting and handling of the necessary registrations relating to it. The shareholder or their representative or proxy representative must be able to prove their identity and/or right of representation at the meeting venue if requested.
A shareholder may attend and exercise their rights by way of proxy representation at the Annual General Meeting. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder in the Annual General Meeting. 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 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. In addition to delivering the proxy documents, the shareholder or the proxy representative must take care of giving notice of participation to the Annual General Meeting as described previously in this notice.
Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at suomi.fi/e-authorizations (using the authorization topic "Representation at the General Meeting"). When registering for the AGM in Euroclear Finland Oy's general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see suomi.fi/e-authorizations.
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 on March 14 th 2025.
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 held by Euroclear Finland Oy by March 21 st 2025 at 10.00 a.m. This temporary registration will be regarded as the notice to attend the Meeting. Changes in shareholding that take place after the record date of the Annual General Meeting will not affect the right to attend the meeting or the shareholder's number of votes.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and potential voting instructions, and notice to attend the Annual General Meeting as well as the potential remote participation from their custodian bank. The account manager 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.
A shareholder, who has the right to attend the Annual General Meeting, can attend the meeting and exercise their rights in full by either attending physically at the meeting venue, or by using a telecommunications connection and a technical device during the meeting.
The notice of attendance through the webcast by the shareholder or proxy representative is binding, and the shareholder or proxy representative has no right to change the means of participation nor attend the meeting physically after the period to give notice to attend is over. However, the proxy representative's notice to attend through the webcast does not limit the right of the other proxy representatives of that shareholder to attend the meeting physically.
The webcast is implemented as a service of Euroclear Finland Oy, which includes a video and audio connection to the meeting. Using the webcast does not require paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound reproduction and a microphone for asking oral questions or giving speeches. To participate, it is recommended to use the latest versions of the following browsers: Google Chrome, Microsoft Edge, Mozilla Firefox or Apple Safari.
The participation link and password for webcast participation will be sent no later than two days before the meeting by email to the email address provided during registration. It is recommended to log into the meeting system well in advance of the start time of the meeting.
More detailed information about the meeting service, additional instructions for the agent when they represent several shareholders, the service provider's contact information and instructions in case of possible disruptions, as well as a link to test the compatibility of a computer, smartphone or tablet and the network connection can be found on the company's website as a separate document at https://www.ssh.com/investors/annual-general meeting. It is recommended that you familiarize yourself with the more detailed participation instructions before the start of the general meeting.
The language of the meeting is Finnish.
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the Meeting.
Changes in shareholding that take place after the record date of the Annual General Meeting will not affect the right to attend the meeting or the shareholder's number of votes.
On the date of the invitation, the total number of the company's shares and voting rights is 40.968.031. All shares of the company belong to the same type.
Helsinki, March 5 th, 2025
SSH Communications Security Corporation Board of Directors
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