F Secure Oyj : Notice of the Annual General Meeting of F-Secure Corporation

F-Secure Corporation, Stock Exchange Release, 14 April 2020, 16.00 EEST

Notice of 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, 12 May 2020, starting at 2:00 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 1:00 p.m. Instead of participating in person, shareholders are requested to seriously consider exercising their rights in the General Meeting by way of proxy representation offered by the Company, voting in advance and/or following the meeting via a real-time webcast.

F-Secure Corporation takes the coronavirus (COVID-19) situation seriously. Due to the coronavirus situation, the Company keeps the meeting as short as possible and limits the number of participants as much as possible in order to reduce the risk of infection and to comply with authority regulations. The Company will not arrange catering for the meeting, and the participation of the members of the Company's Board of Directors and other management will be kept to a minimum.

Taking the current circumstances into account and to shorten the length of the meeting, the shareholders, which on the date of this notice represent in aggregate over 43% of all votes vested in the Company's shares, have notified the Company in advance that they support all proposed decisions on agenda of the General Meeting included in this notice.

Instead of participating in person, shareholders can exercise their rights in the General Meeting by way of proxy representation as specified below in section 3. (Proxy representative and proxy documents). A shareholder can also vote in advance as specified below in section 4. (Advance voting). Shareholders are asked to take into account that following the meeting via the webcast is not considered as official participation in the General Meeting and that it is not possible for a shareholder to exercise the shareholder's right to speak and vote in the meeting via the webcast. In order to exercise their rights to speak and vote in the meeting, shareholders not participating in the General Meeting in person must authorise a person to represent him/her in the meeting as described in more detail in this notice.

It is possible for shareholders to pose questions in writing to the Company in advance regarding the matters to be considered at the meeting. The questions shall be presented by 4:00 p.m. on Thursday, 7 May 2020 at the latest. The Company aims at considering the questions received in advance when preparing the presentations for the General Meeting. A complete template proxy document as well as further instructions for issuing the authorisation, advance voting, following the meeting via the webcast and posing questions are available on the Company's website at https://www.f-secure.com/en/investors/governance.

F-Secure Corporation is actively monitoring the development of the coronavirus situation. Any other changes to the meeting arrangements that may be caused by the situation will be announced on the Company's website at https://www.f-secure.com/en/investors/governance.

A. Matters on the agenda of the General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of 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 2019

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.

The Board of Directors has decided to propose to the General Meeting that no dividend will be paid for year 2019. Based on the Company's dividend policy, the resulting dividend would have remained minimal. Taking into account the transaction costs related to the distribution, the Board of Directors considers it not in the shareholders' interests to pay dividends for year 2019. The Board of Directors proposes that the profit for year
2019, EUR 9,207,225.04, shall be transferred to the retained earnings account.

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

10. Handling of the remuneration policy for governing bodies

11. 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 Board of Directors, 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 as the Company's shares repurchased from the market and that the Company pay any transfer tax levied on the repurchase of shares. The Company will acquire the shares or transfer shares held by the Company as treasury shares in the name and on behalf of the members of the Board of Directors. The shares will be acquired or the treasury shares held by the Company will be transferred to the members of the Board of Directors after the 2020 Annual General Meeting so that the commission for acquiring the shares will be given or the transferring of the shares held by the Company as treasury shares will be carried out on the fifth banking day following the day of the General Meeting. 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. In addition, the Chairman of the Board of Directors is offered assistant and administrative services.

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

The Personnel Committee of the Board of Directors proposes that the number of members of the Board of Directors be seven (7) members.

13. 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, Päivi Rekonen and Tuomas Syrjänen be re-elected as ordinary members of the Board of Directors and that Keith Bannister and Robert Bearsby, who belongs to the personnel of F-Secure Corporation, be elected as new members of the Board of Directors.

14. 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.

15. Election of the Auditor

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

16. 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 2021, and it would terminate the authorisation given to the Board of Directors by the Annual General Meeting of year 2019 concerning the repurchase of the Company's own shares.

17. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other 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 as well as by issuing options and other 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 as well as the issuance of options and other special rights entitling to shares. 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 2021, and it would terminate the authorisation given to the Board of Directors by the Annual General Meeting of year 2019 concerning the share issue and the issuance of special rights entitling to shares.

18.Closing of the meeting

B. Documents of the General Meeting

This notice of the General Meeting includes all the proposals for the decisions on the matters on the agenda of the General Meeting and is available on F-Secure Corporation's website at https://www.f-secure.com/en/investors/governance. F-Secure Corporation's annual accounts, consolidated annual accounts, the report of the Board of Directors, the Auditor's report as well as the remuneration policy are available on said website at the latest on Tuesday, 21 April 2020. 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, 26 May 2020.

C. Instructions for the participants in the General Meeting

1. Shareholder registered in the shareholders' register

Each shareholder, who is registered on Wednesday, 29 April 2020, 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 shall register for the meeting no later than Thursday, 7 May 2020 at 4:00 p.m., by giving a prior notice of participation. The notice has to be received by the Company at the latest by the time stated above. Such notice can be given:

1. Online through Innovatics Ltd's website: https://ir.innovatics.fi/ir/en/f-secure/Agm/Registration/2020_2/Accept; or
2. by telephone: [phone] (Monday to Friday between 9:00 a.m. and 4:00 p.m. Finnish time).

The shareholder's name, personal identification number/business ID, address, telephone number or email address as well as the name of the shareholder's eventual assistant or proxy representative and possibly the personal identification number of the proxy representative must be notified in connection with the registration. The personal data given to F-Secure Corporation and Innovatics Ltd by shareholders is used only in connection with the General Meeting and with the processing of related registrations. Giving the contact details is important so that the Company can be in contact with the shareholders as regards possible changes to the General Meeting caused by the coronavirus situation, if needed.

The shareholder, the shareholder's authorised representative or proxy representative shall, where necessary, be able to prove the shareholder's identity and/or right of representation.

Registrations submitted to the cancelled Annual General Meeting, intended to be held on Tuesday, 24 March 2020, will not be valid for this reconvened Annual General Meeting, therefore, previously registered shareholders must also re-register.

2. Holder 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 the holder of nominee registered shares on the record date of the General Meeting, i.e. on Wednesday, 29 April 2020, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. 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, 7 May 2020 at 10:00 a.m. As regards nominee registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in 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 proxy documents

As stated in the beginning of this notice, the Company requests shareholders to seriously consider attending the AGM venue and to comply with authority regulations related to the coronavirus. A shareholder can authorise F-Secure Corporation's Vice President, Legal Counsel Tiina Sarhimaa, or a person designated by her to represent the shareholder free of charge in the meeting, if the shareholder so wishes. However, also shareholders wishing to authorise a proxy are required to register for the General Meeting in accordance with the instructions set out above in this notice, even if they do not attend the meeting at the meeting venue themselves. A template proxy document together with voting instructions is available on the Company's website at https://www.f-secure.com/en/investors/governance. The proxy documents should be mentioned in connection with registration.

A shareholder may also participate in the Annual General Meeting and exercise the shareholder's rights at the meeting by way of third-party 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 shall be delivered by Thursday, 7 May at 4:00 p.m. as a copy in connection with the online registration for the meeting. The Company may, if it so wishes, demand original proxy documents if regarded necessary by the Company.

4. Advance voting

A shareholder may vote in advance on certain items on the agenda of the General Meeting on the above-mentioned website for the online registration for the meeting from Tuesday, 14 April 2020 until 4:00 p.m. on Thursday, 7 May 2020. Voting in advance requires that the shareholder has signed in with a Finnish bank ID or mobile certificate. Unless a shareholder voting in advance will be present in person in the meeting or by proxy, it is not possible for the shareholder to exercise the shareholder's to speak and vote in the meeting and if a proposal for decision regarding a certain agenda item has changed after the beginning of the advance voting period, the shareholder's possibility to vote on such item may be restricted. As mentioned above, the conditions and other instructions relating to the electronic advance voting are available on the Company's website at https://www.f-secure.com/en/investors/governance.

Holders of nominee registered shares cannot vote in advance within the registration system. As regards holders of nominee registered shares, the voting takes place via the custodian banks.

5. Following the Annual General Meeting via webcast

The right to follow the Annual General Meeting via the webcast is restricted to those shareholders who, on the record date of the General Meeting, i.e. on Wednesday, 29 April 2020, are recorded as shareholders in the Company's shareholders' register. Following the meeting via the webcast is not considered as official participation in the General Meeting and it is not possible for a shareholder to exercise the shareholder's right to speak and vote in the meeting via the webcast. To follow the webcast, a shareholder must sign in with a Finnish bank ID or mobile certificate.

A link and password to follow the webcast will be sent to the email address or mobile phone number provided at the registration for the meeting. The registration to follow the meeting by webcast commences on Tuesday, 14 April, 2020 and ends on Thursday, 7 May 2020, at 4 p.m. The registration to follow the webcast can be done at the website: https://www.f-secure.com/fi/investors/governance.

6. Other instructions

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, 14 April 2020

F-SECURE CORPORATION
Board of Directors

Contact information:

Henri Kiili, Investor Relations and Treasury Director, F-Secure Corporation
[phone]
[e-mail]

Tiina Sarhimaa, Vice President, General Counsel, F-Secure Corporation
[phone]