The Board of Directors of F-Secure Oyj (HLSE:FSC1V) announced the spin-off of Consumer Security business of F-Secure Oyj on February 17, 2022. The transaction will be implemented through a partial demerger of F-Secure Oyj (Company), in which shares in the newly established F-Secure will be delivered to the Company's shareholders. Upon completion, the Company's shareholders will receive as demerger consideration one (1) share in F-Secure for each share they hold in the Company. The Company's shareholders will retain their shareholdings in WithSecure. As per the article on June 14, 2022, Upon the completion of the Demerger A total of 174,526,944 F-Secure's shares will be issued to WithSecure's shareholders based on their shareholdings in WithSecure. It is planned that the Consumer Security business will be transferred into a new independent listed company to be named F-Secure Corporation (“F-Secure”) and to be established in connection with the demerger. F-Secure Oyj will retain its Corporate Security business, which is planned to be renamed and launched by the end of March as WithSecure Corporation. As is customary, the Company has entered into negotiations with its financiers to obtain the necessary consents, confirmations and waivers for its financing agreements in relation to the completion of the Demerger. Consumer Security business of F-Secure Oyj reported revenue of €106.25 million, EBITDA of €47.4 and EBIT of €43.5 million for the year ended December 31, 2021.

The intention is that Pertti Ervi be appointed as the Chairman of the Board of F-Secure, Risto Siilasmaa be proposed to be elected as a member of the Board, Sari Somerkallio as the Chief Financial Officer of F-Secure and Timo Laaksonen as the President and Chief Executive Officer of F-Secure. The intention is that Risto Siilasmaa will continue as the Chairman of the Board of the Company and that Juhani Hintikka will continue as the President and Chief Executive Officer of the Company. The intention is that Tom Jansson be appointed as the Chief Financial Officer of WithSecure. The Board of Directors of WithSecure Corporation has appointed Timo Laaksonen as the President & CEO of F-Secure . Currently, Mr. Laaksonen is the Executive Vice President of Consumer Security at WithSecureCertain F-Secure shareholders, including Risto Siilasmaa, Mandatum Life Insurance Company Limited, Ilmarinen Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company and Kaleva Mutual Insurance Company, holding in the aggregate approximately 50.6% of the shares and votes in the Company, have, subject to certain customary conditions, irrevocably undertaken to attend the Company's Extraordinary General Meeting and vote in favor of the Demerger with all the shares they hold on the date of record. Subject to the approval of the Extraordinary General Meeting and the completion of the Demerger, all the Company's employees belonging to the Consumer Security business in Finland at the moment of completion of the Demerger would transfer to the service of F-Secure as existing employees.

The Demerger is subject to approval by a majority of two-thirds of votes cast and shares represented in the Company's Extraordinary General Meeting, expected to be held in May 2022. As per update on May 31, 2022, extraordinary general meeting to be held on May 31, 2022. The Board of Directors of F-Secure Oyj approved the demerger plan. The Extraordinary General Meeting of WithSecure Corporation (“WithSecure”) held on 31 May 2022 resolved on the approval of the demerger plan signed and approved by WithSecure's Board of Directors on February 17, 2022 and on the approval of the partial demerger in which all the assets and liabilities related to the company's consumer security business will transfer without a liquidation procedure to a new company to be incorporated in the partial demerger, F-Secure Corporation (“F-Secure”), in accordance with the demerger plan upon the completion of registration of the demerger, on or about June 30, 2022. The Extraordinary General Meeting of WithSecure held on May 31, 2022 resolved on the approval of the demerger plan.

The General Meeting resolved, conditional upon the implementation of the Demerger and in accordance with the Board of Directors' recommendation, to elect Pertti Ervi, Thomas Jul, Madeleine Lassoued, Risto Siilasmaa, Petra Teräsaho and Calvin Gan, who belongs to the personnel of F-Secure, as members of the Board of Directors of F-Secure. In its organizing meeting held after The Extraordinary General Meeting of WithSecure, the future members of F-Secure's Board of Directors resolved to elect from among its members Pertti Ervi as the Chairperson of the Board of Directors.The future members of the Board of Directors of F-Secure resolved at the same time to establish an Audit Committee and elect Petra Teräsaho as its Chairperson and Pertti Ervi and Risto Siilasmaa as its members. As of June 14, 2022, WithSecure Corporation has decided to complete the partial demerger by June 30, 2022. The The Demerger is expected to become effective as of June 30, 2022, and the trading in F-Secure's shares is expected to commence on the official list of Nasdaq Helsinki Ltd. on July 1, 2022 or as soon as possible thereafter. The Finnish Financial Supervisory Authority has on June 9, 2022, approved a supplement to the Finnish language demerger and listing prospectus.

Carnegie Investment Bank AB, Finland Branch acted as financial advisor and Asianajotoimisto Castrén & Snellman Oy acted as legal advisor to F-Secure Oyj.

F-Secure Oyj (HLSE:FSC1V) completed the spin-off of Consumer Security business of F-Secure Oyj on June 30, 2022. The trading of shares will commence on July 1, 2022.