SSH Communications Security — Share Issue/Capital Change 2017

Jun 15, 2017

TERMS AND CONDITIONS OF DIRECTED SHARE ISSUE AND INCREASE OF SHARE CAPITAL

The Board of Directors of SSH Communications Security Corporation (the "Company") has in its meeting of 15 June 2017, by virtue of the authorization granted by the Annual General Meeting of the Company on 29 March 2017, resolved that the Company shall issue up to 3,400,000 new shares of the Company (the "Shares") by a directed share issue. The Shares will be issued on the following terms and conditions:

1. SHARES TO BE ISSUED

Up to 3,400,000 new Shares shall be issued in the share issue.

2. SUBSCRIPTION RIGHT

The Shares will be offered in a directed share issue to institutional investors and other selected investors in deviation from the pre-emptive subscription right of the shareholders set forth in Chapter 9, Section 3 of the Finnish Limited Liability Companies Act.

There is a weighty financial reason for the Company to deviate from the pre-emptive subscription right of the shareholders. The purpose of the share issue is to raise funds in order to implement the product launch and the new strategic direction announced on 13 June 2017 that are significant for the Company's future, to enable extension of the market position in accordance with the launch and to strengthen the Company's cash position.

3. SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET

The subscription price for the Shares is EUR 2.05 per Share. The subscription price for the Shares is based on the price determined in the accelerated book-building procedure.

Of each Share, EUR 0.03 will be recorded as an increase of the share capital and the rest of the subscription price will be recorded in the invested unrestricted equity fund of the Company.

4. SUBSCRIPTION PERIOD OF THE SHARES

The Shares are subscribed immediately based on the subscription commitments received during the accelerated book-building procedure, however no later than 15 June 2017. The Board of Directors may reject subscription commitments in whole or partially and allocate the Shares to the potential investors at its sole discretion.

Those involved in the book-building procedure will receive confirmation of the allocation of Shares without delay after the resolution of the Board of Directors on share issue.

5. PAYMENT PERIOD OF THE SHARES

The subscription price of the Shares shall be paid no later than 27 June 2017 according to instructions given by the Company. The Board of Directors of the Company retains the right to extend the payment period. The Company and Evli Bank Plc shall have the right to request a subscriber to pay the Shares before the end of the payment period.

6. RIGHT TO DIVIDEND AND OTHER RIGHTS

The Shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register.

7. REGISTRATION OF SHARES TO BOOK-ENTRY ACCOUNTS AND TRADING

The Shares subscribed for in the share issue shall be issued as book-entries in the book-entry system maintained by Euroclear Finland Ltd after the registration of the Shares to the Trade Register. The Shares fully paid by the investor shall be entered into the book-entry accounts of the investor on or about 27 June 2017.

The Company will apply for filing of the new Shares, subscribed through the share issue, to be listed for trading on the main list of Nasdaq Helsinki Ltd and traded equally with the other series of shares of the Company on or about 28 June 2017.

8. OTHER ISSUES

The Board of Directors of the Company will decide on other matters related to the share issue and practical arrangements resulting therefrom.