WithSecure Oyj : Proxy document & voting instructions

EXTRAORDINARY GENERAL MEETING OF WITHSECURE CORPORATION 2022 - PROXY DOCUMENT

The Extraordinary General Meeting 2022 of WithSecure Corporation (EGM) is being held on Tuesday, 31 May 2022. The Company's shareholders may participate in the EGM and exercise their shareholder rights only by voting in advance and by submitting counterproposals and ask-ing questions in advance.

Proxy

The undersigned shareholder of WithSecure Corporation hereby authorises the following per-son as their proxy representative

Name	Date of Birth
Email	Telephone number

to individually represent the shareholder and exercise their right to vote at the EGM with all the shares that the shareholder holds in accordance with the voting instructions stated below under the heading 'Voting Instructions'. The number of the shareholder's votes is determined based on the shares registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the record date of the EGM, 18 May 2022.

This proxy document cannot be used to submit counterproposals or questions, which must be submitted in accordance with the instructions provided in the notice convening the EGM.

Please familiarise yourself with the instructions provided below under 'Using this Proxy Docu-ment' and 'Voting Instructions'.

Details of shareholder

Name	Date of Birth or Business ID
Email	Telephone number

Details of the person signing the proxy document (if different from the share-holder), i.e., of the shareholder's representative

Name	Date of Birth
Email	Telephone number

Date and Signature

Place and date

Signature and name in block letters

Using this Proxy Document

Shareholders wishing to participate in the EGM may authorise a proxy representative by using this proxy document, in which case we ask the shareholder to proceed as follows:

• - Print out the proxy document and fill in the details requested on the first page concerning the proxy representative, the shareholder and party signing the proxy document (as appli-cable) as well as the date and sign the proxy document.

• - Fill in the voting instructions in the table under the heading 'Voting Instructions' below by marking the desired choice.

• - If the person signing the proxy document is different from the shareholder, i.e., if the share-holder is a company whose representative is completing and signing the proxy document, please attach the necessary documents to prove that the representative is entitled to repre-sent the shareholder (for example, a proxy document and/or Trade Register extract).

• - Send the completed proxy document to Innovatics Ltd primarily by email to the [e-mail] by mail to the address Innovatics Ltd, General Meeting/WithSecure Corporation, Ratamestarinkatu 13 A, 00520 Helsinki by Monday, 23 May 2022 at 4:00 p.m at the latest, by which time the form must have been received.

The proxy representative is required to vote in advance in the manner instructed in the notice convening the EGM.

An incomplete or incorrectly completed proxy document may be disregarded.

WithSecure Corporation may, if it so wishes, demand original proxy documents if regarded nec-essary by the Company.

Voting Instructions

When filling out voting instructions, please take into account the following:

• - Voting instructions given below concern the resolutions proposed to the EGM, which are included in the notice convening the EGM and are available on the Company's website athttps://www.withsecure.com/en/about-us/investor-relations/governance.

• - In agenda item 6 decision must be adopted on a qualified majority which means that choos-ing the alternative 'Abstain' has in practice the same effect as choosing the alternative 'Against (No)'. Shareholders should be aware of this especially if their intention is not to vote against the proposal.

• - Certain shareholders of WithSecure Corporation, Risto Siilasmaa, Mandatum Life Insur-ance Company, Ilmarinen Mutual Pension Insurance Company, Elo Mutual Pension Insur-ance Company, Varma Mutual Pension Insurance Company and Kaleva Mutual Insurance Company, holding together in the aggregate approximately 47.6 percent of the shares and votes in the Company, have, subject to certain customary conditions, irrevocably under-taken to vote in favour of the item 6.

• - If no alternative is marked for the item or if more than one alternative is marked for the item or if the marking is not otherwise clear, the proxy representative will vote in favour of the resolution proposed to the EGM.

• - If not otherwise communicated, the voting instructions are presumed to concern all the shares that the shareholder holds.

At the EGM, the proxy representative shall exercise the voting rights of the shareholder granting the authorisation as follows (please check the correct box for each agenda item):

#	Item	For	Against	Abstain
(Yes)	(No)
6	Resolution on the partial demerger	☐	☐	☐

• 7 Handling of the remuneration policy for the governing bodies of F-Secure Corporation

  ☐

  ☐

  ☐

• 8 Resolution on the number of mem-bers of the Board of Directors of F-Se-cure Corporation

  ☐

  ☐

  ☐

• 9 Resolution on the remuneration of the members of the Board of Directors of F-Secure Corporation

  ☐

  ☐

  ☐

• 10 Election of members of the Board of Directors of F-Secure Corporation

  ☐

  ☐

  ☐

• 11 Resolution on the remuneration of the Auditor of F-Secure Corporation

  ☐

  ☐

  ☐

• 12 Election of the Auditor of F-Secure Corporation

☐

☐

☐