Resolutions of the Annual General Meeting of F-Secure Corporation and organizational meeting of the Board of Directors

F-Secure Corporation | Stock exchange release | 1 April 2025 at 3:00 p.m. EEST

The Annual General Meeting of F-Secure Corporation was held on Tuesday, 1 April 2025, starting at 12:00 p.m. (EEST) in the Kolumbus auditorium of HTC Pinta building at the address Tammasaarenkatu 3, Helsinki, Finland.

The Annual General Meeting adopted the annual accounts and the consolidated annual accounts for the financial year that ended on 31 December 2024, discharged the members of the Company’s Board of Directors and the CEO from liability, and approved all proposals made to the Annual General Meeting by the Board of Directors. The Annual General Meeting also approved the 2024 remuneration report for governing bodies. The resolution is advisory according to the Finnish Companies Act.

Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Annual General Meeting resolved that based on the balance sheet for the financial year that ended on 31 December 2024, a dividend of EUR 0.04 per share be paid. The dividend will be paid in two instalments as follows:

The first dividend instalment of EUR 0.02 per share will be paid to shareholders who are registered in the Company's shareholders’ register, maintained by Euroclear Finland Oy, on the record date of the first dividend instalment on 3 April 2025. The first dividend instalment will be paid on 10 April 2025.

The second dividend instalment of EUR 0.02 per share will be paid to shareholders who are registered in the Company’s shareholders’ register, maintained by Euroclear Finland Oy, on the record date of the second dividend instalment on 7 October 2025. The second dividend instalment will be paid on 14 October 2025. In addition, the Annual General Meeting authorized the Board of Directors to resolve, if necessary, on a new record date and date of payment for the second dividend instalment, should the rules of Euroclear Finland Oy or statutes applicable to the Finnish book-entry system be amended or should other rules or obligations binding on the Company so require.

Composition and remuneration of the Board of Directors

The Annual General Meeting resolved that the number of members of the Board of Directors shall be seven (7). The current board members Pertti Ervi, Petra Teräsaho and Tommi Uitto were re-elected to the Board of Directors. Alessandro Adriani, Roxana Diaconescu and Cornelia Schaurecker were elected as new members. Rachit Mittal, who belongs to the personnel of the corporation, was also elected as a new member of the Board of Directors.

It was resolved that the remuneration of the members of the Board shall remain unchanged with the exception of the additional remuneration for Personnel and Nomination Committee Chair and members of the Audit Committee and Personnel and Nomination Committee. The remuneration is as follows: EUR 80,000 annually for the Chair of the Board of Directors, EUR 38,000 annually for the external members of the Board of Directors, and EUR 12,667 for members employed by F-Secure, EUR 10,000 additional remuneration for the Audit Committee Chair, EUR 4,000 additional remuneration for the Personnel and Nomination Committee Chair, EUR 2,000 additional remuneration for the Audit Committee members, and EUR 2,000 additional remuneration for the Personnel and Nomination Committee members. It was resolved that approximately 40% of the remuneration be paid as shares in the Company repurchased from the market or as treasury shares held by the Company. The Company will pay any transfer tax levied on the repurchase of shares. The Company will repurchase 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.

Furthermore, the travel expenses and other costs of the members of the Board of Directors directly related to board work are paid in accordance with the Company’s policy in force from time to time and that each member of the Board of Directors of F-Secure is paid a predetermined travel fee in addition to travel expenses for meetings held outside their country of residence as follows: A separate meeting fee of EUR 1,000 is paid to the Board members travelling from another European country to an on-site meeting in Europe. If inter-continental travel is required, the fee is EUR 2,000. No separate travel fee will be paid to members of the Board of Directors employed by the Company.

Election and remuneration of the Auditor

The Annual General Meeting re-elected the audit firm PricewaterhouseCoopers Oy as Auditor of the Company. Mr Samuli Perälä, APA, will continue as the Company’s Responsible Auditor.

The Auditor will be remunerated in accordance with the invoice approved by the Company.

Election and remuneration of the Sustainability Reporting Assurance Provider

The Annual General Meeting resolved to elect the sustainability audit firm PricewaterhouseCoopers Oy as the sustainability reporting assurance provider of the Company. Mr Samuli Perälä, Authorized Sustainability Auditor, was appointed as the Company’s responsible authorized sustainability auditor.

The sustainability reporting assurance provider will be remunerated in accordance with the invoice approved by the Company.

Resolution on the amendment of the Articles of Association

The Annual General Meeting resolved, in accordance with the Board's proposal, to amend the Article 7 of the Company’s Articles of Association so that in addition to the auditor, the Company has a sustainability reporting assurance provider. It was further resolved to amend the Article 11 of the Articles of Association so that, in addition to the provisions of Article 11 of the Articles of Association currently in force, the Annual General Meeting shall elect the sustainability reporting assurance provider and decide on the remuneration of the sustainability reporting assurance provider.

Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares

The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of a maximum of 10,000,000 of the Company’s own shares in one or more instalments with funds belonging to the Company’s unrestricted equity. This number of shares corresponds to approximately 5.72% of the Company’s total number of shares on the date of the notice to the Annual General Meeting

The authorization entitles the Board of Directors to decide on the repurchase also in deviation from the proportional holdings of the shareholders (directed repurchase). The authorization comprises the repurchase of shares either in public trading or otherwise based on the market price on the date of purchase, or with a bid 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 optimizing the Company’s capital structure, as part of the implementation of the Company’s incentive scheme or otherwise to be transferred further or cancelled. The authorization 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 authorization is valid until the conclusion of the next Annual General Meeting, but no later than 30 June 2026. The authorization cancels the Company’s prior authorizations concerning the repurchase of the Company’s own shares.

Authorizing the Board of Directors to decide on a share issue and the issuance of special rights entitling to shares

The Annual General Meeting authorized the Board of Directors to decide on issuance, in one or more instalments, of new shares or shares possibly held by the Company through share issue and/or issuance of option rights or other special rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, so that by virtue of the authorization altogether 17,000,000 shares may be issued and/or transferred at the maximum. This number of shares corresponds to approximately 9.73% of the Company’s total number of shares on the date of the notice to the Annual General Meeting.

The authorization can be used for the financing or execution of potential acquisitions or other arrangements or investments relating to the Company’s business, for the implementation of the Company’s incentive scheme or for other purposes subject to the Board of Directors’ decision.

The authorization entitles the Board of Directors to decide on all terms and conditions of the share issue and the issuance of special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The authorization thus includes the right to issue shares also in a proportion other than that of the shareholders’ current shareholdings in the Company under the conditions provided in law, the right to issue shares against payment or without charge, as well as the right to decide on a share issue without payment to the Company itself, subject to the provisions of the Finnish Limited Liability Companies Act on the maximum amount of treasury shares.

The authorization will remain valid until the conclusion of the following Annual General Meeting, but no later than 30 June 2026. The authorization cancels the Company’s prior authorizations concerning the issuance of shares and special rights entitling to shares.

Organizational meeting of the Board of Directors

In its organizational meeting held after the Annual General Meeting, the Board of Directors of F-Secure re-elected Pertti Ervi as Chair of the Board of Directors.

From among its members, the Board elected Petra Teräsaho (Chair), Pertti Ervi and Cornelia Schaurecker as members of the Audit Committee.

From among its members, the Board elected Pertti Ervi (Chair), Alessandro Adriani and Roxana Diaconescu as members of the Personnel and Nomination Committee.

The Board of Directors has evaluated the independence of its members of the company and significant shareholders. All members are independent of the Company’s major shareholders. All members are independent of the Company with the exception of Rachit Mittal, who is an employee of the Company.

Minutes of the Annual General Meeting

The Annual General Meeting minutes will be made available on the company’s website at https://www.investors.f-secure.com/en/investors/corporate_governance/annual_general_meeting_2025 on 15 April 2025 at the latest.

F-SECURE CORPORATION
The Board of Directors

For additional information, please contact:
Chief Financial Officer Sari Somerkallio, tel. +358 40 356 9251
General Counsel Antti Lavonen, tel. +358 400 299 088

F-Secure in brief

F-Secure is Finland headquartered and globally operating consumer cyber security company. F-Secure offers award-winning security and privacy products and services that make every digital moment more secure, for everyone. F-Secure operates in over 100 countries, has ~200 Service Provider partners and is the global leader providing security through Communication Service Providers. F-Secure Corporation is listed on Nasdaq Helsinki Ltd. Read more: www.f-secure.com