F-Secure Oyj - Company Announcement

2005 D-warrants of F-Secure Corporation listed on March 1, 2011

F-SECURE CORPORATION    STOCK EXCHANGE RELEASE     Feb 17, 2011   15.45 pm


2005 D-warrants of F-Secure Corporation listed on March 1, 2011

F-Secure Corporation has applied for listing of 2005 D-warrants on the main
list of Nasdaq OMX Helsinki Exchange. Nasdaq OMX Helsinki Exchange has decided
on February 16, 2011 that the trading with 2005 D-warrants of F-Secure
Corporation will commence on March 1, 2011. 

On March 22, 2005 the Board of Directors of F-Secure Corporation decided to
apply for listing of the warrants of the F-Secure 2005 Option Plan on the mainlist of the Helsinki Exchange according to the beginning of each categories'
exercise time. 

In connection with the 2005 Option Plan, the maximum of 4.5 million warrants
will be issued which are divided into categories A, B, C and D. In connection
with the 2005 Option Plan, a total of 410,000 D-warrants have been distributed
to 10 warrant holders. 

Each 2005 D-warrant entitles holders to subscribe for one F-Secure share at a
price of EUR 2,09. The subscription price of the stock options shall, as per
the dividend record date, be reduced by the amount of dividend per share. 

The subscription time for 2005 D-warrants will begin on March 1, 2011 and will
end on November 30, 2012. In aggregate the 2005 D-warrants entitle holders to
subscribe for 410,000 shares. 

Trading with the D-warrants of F-Secure Corporation 2005 Stock Option Plan will
commence on the Nasdaq OMX Helsinki Exchange on March 1, 2011. 

The basic information of 2005 D-warrants is as follows:

Trading code:                FSC1VEW405
ISIN-code:                      FI0009623193
Subscription ratio:         1 (FSCIVEW205): 1 (FSCIV)
Subscription price:        2,09 EUR / share
Subscription period:      1.3.2011 - 30.11.2012
Number of warrants:     410,000


F-Secure Corporation
Kimmo Alkio
CEO


Additional information:
F-Secure Corporation

Taneli Virtanen, CFO    tel.358 9 2520 5655

http://www.f-secure.com/en_EMEA-Corp/investor-relations/

DISTRIBUTION
Nasdaq OMX Helsinki Exchanges
Main media


ENCLOSURE

F-SECURE CORPORATION'S OPTION SCHEME 2005

I TERMS AND CONDITIONS OF STOCK OPTIONS

1. Amount of stock options

The number of stock options issued shall be a maximum of 4,500,000. The issued
stock options entitle their holders to subscribe for a maximum total of
4,500,000 F-Secure Corporation's (‘the Company' or ‘F-Secure') shares with an
accounting equivalent value of 0.01 euros each. 

2. Holders of stock options

The stock options shall, in deviation the shareholders' pre-emptive right to
subscription, be issued to the key personnel (including the President and CEO
and the Board of Directors) (‘the Participants') of F-Secure Corporation's (or
its subsidiaries, together forming ‘the F-Secure Group') as determined by the
Board of Directors of the Company (‘the Board') to increase the Participants'
motivation and commitment to the Company. Part of the stock options, or if the
Board so decides all of the stock options, will be at first granted to a
wholly-owned subsidiary of the Company. The subsidiary may then, at a later
stage, grant these stock options to Participants included in the Company's
incentive plan. By accepting the stock options, each Participant undertakes to
comply with all of the terms and conditions of this stock option plan. 

The shareholders' pre-emptive right to subscription is deviated from because
the stock options are meant to be part of the F-Secure Group's incentive plan.
From the point of view of the Company, this constitutes a valid economic reason
for deviating from the shareholders' pre-emptive right. 

3. Subscription of stock options

The Company shall notify each Participant of the granting of the stock options
at the time and in the manner specified by the Board. The stock options will be
granted free of charge. The acceptance of the stock options shall take place at
the time and in the manner specified by the Board. 

The stock options shall be distributed to the Participants in the manner
determined by the Board. The stock options granted to a subsidiary of F-Secure
are intended to be granted at a later date to Participants employed by the
F-Secure Group at the time or to be recruited later. The subsidiary is not
permitted to exercise the stock options. 

4. The stock options and the book entry-system

F-Secure Corporation shall issue a maximum of 4,500,000 stock options,
belonging to the stock option series 2005A, provided that the Board does not
otherwise decide prior to the granting of the stock options to the
Participants. 

The stock options shall be issued within the book-entry system. The Board shall
decide on the applicable procedure and schedule. The stock options concerned
are subject to the restriction stated in Section I.5 below, which will be
recorded in the book-entry system as a restriction concerning all the stock
options. The Company may record any transfer restrictions or other restrictions
relating to the stock options as referred to in Section I.5 below in the
book-entry account of the option holder without the consent of the option
holder. The Company shall also have the right to transfer the stock options of
the option holder to a book-entry account designated by the Company without the
consent of the option holder to implement the restrictions mentioned under
Section I.5 below. 

5. Restrictions regarding the transfer of stock options and an obligation to
return stock options 

Those stock options whose share subscription period referred to in Section II.2
below has not commenced may not be transferred to a third party or pledged
without the Company's approval. The decision on the approval is made by the
Board. After the commencement of the share subscription period, the stock
options may be transferred freely. 

Should the Participant cease to be employed by a company belonging to the
F-Secure Group for any reason other than retirement or death, such a person
shall without delay offer to the Company, free of charge, those stock options
whose share subscription period referred to in Section II.2 has not commenced
by the date of the termination of the employment contract. The Board may for
special reasons make an exception to this rule. The Company may on its own
initiative decide to remove the stock options when this condition applies, even
if the option holder has not offered the stock options, free of charge, to the
Company or to a third party designated by the Company. The Company shall have
the right to grant the stock options returned to its custody, or to order them
to be granted, to parties referred to in the stock option plan. 

The Participant is obliged to inform the Company of a transfer of the stock
options without delay. 

When the aforesaid obligation applies to the stock options, the Company shall
be entitled to have the transfer of the stock options to the Company, or to a
third party specified by the Company, recorded in the book-entry system. 

II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION

1. Right to subscribe for new shares

Each stock option entitles its holder to subscribe for one (1) share of
F-Secure Corporation with the accounting equivalent value of 0.01 euros per
share. As a result of such share subscription, the amount of shares of F-Secure
Corporation may increase by a maximum of 4,500,000 new shares and the share
capital may increase by a maximum of 45,000 euros. 

However, an option holder shall not have the right to subscribe for new shares
of the Company if the Company resolves to assign to the option holder existing
shares held by the Company. In this case, the Company shall be responsible for
paying the possible transfer tax. Otherwise the procedure is exactly the same
as in the case of subscribing for new shares. 

2. Share subscription and payment

The share subscription period shall be:
-for stock option 2005A from 1 March 2008 to 30 November 2009,
-for stock option 2005B from 1 March 2009 to 30 November 2010,
-for stock option 2005C from 1 March 2010 to 30 November 2011,
-for stock option 2005D from 1 March 2011 to 30 November 2012

The share subscription shall take place at the head office of F-Secure
Corporation or possibly at another location specified by the Company later. The
payment for the subscription shall take place immediately upon making the
subscription. The Board shall decide on the acceptance of the subscriptions. 

3. Subscription price

The share subscription price
- for the 2005A stock options shall be the trade volume weighted average price
of the Company's share on the Helsinki Exchanges in March 2005, rounded off to
the nearest cent. 
- for the 2005B stock options shall be the trade volume weighted average price
of the Company's share on the Helsinki Exchanges in March 2006, rounded off to
the nearest cent. 
- for the 2005C stock options shall be the trade volume weighted average price
of the Company's share on the Helsinki Exchanges in March 2007, rounded off to
the nearest cent. 
- for the 2005D stock options shall be the trade volume weighted average price
of the Company's share on the Helsinki Exchanges in March 2008, rounded off to
the nearest cent. 

The subscription price of the stock options shall, as per the dividend record
date, be reduced by the amount of dividend per share. However, only such
dividends whose distribution has been agreed upon after of the period for
determination of the share subscription price and which have been distributed
prior to the share subscription are deducted from the subscription price. 

Pursuant to the Companies Act, the share subscription price shall,
nevertheless, always be at least the accounting equivalent value per share. 

4. Registration of the shares

Shares subscribed for and fully paid for shall be entered in the subscriber's
book-entry account. 

The Board shall accept subscriptions regularly and shall have the increases in
the share capital based on the accepted subscriptions registered without delay.
The Board shall also submit the new shares to public trading together with the
existing shares of the Company, provided that the Company's share is publicly
traded at the time. The Board does not have any obligation to accept
subscriptions made after the end of the financial year before the Annual
General Meeting. 

5. Shareholder rights

The shares shall entitle their holders to a dividend for the financial year
during which the shares have been subscribed for. Other shareholder rights
shall commence once the increase in the share capital has been entered in the
trade register. 

6. Share issues, convertible bonds, bonds with warrants and stock options
before share subscription 

6.1 Bonus issue

Should the Company, before the end of the share subscription period, raise its
share capital by a bonus issue, the share subscription price and the number of
shares underlying each stock option is adjusted in accordance with the
following formulas: 

New subscription price = subscription price before the bonus issue x number of
shares before the bonus issue / the number of shares after the bonus issue. 

New total number of shares underlying all of the stock options = the number of
shares underlying all the stock options before the bonus issue x the number of
shares after the bonus issue / the number of shares before the bonus issue. 

Should the Company, before the end of the subscription period, amend its share
capital without changing the number of shares, the subscription rights attached
to the stock options are not affected. 

6.2 Changing the number of shares without changing the share capital

Should the Company, before the end of the subscription period, amend the number
of shares without changing the share capital, the formulas presented in 6.1
above shall be applied when adjusting the share subscription price and the
number of shares underlying each stock option. 

6.3 New issue, and issue of convertible bonds, bonds with warrants and stock
options 

Should the Company, before share subscription, raise its share capital through
an issue of new shares or an issue of new convertible bonds or bonds with
warrants or stock options in such a way that the shareholder's pre-emptive
right is taken into account, an option holder's rights shall be the same as, or
equal to, the rights of a shareholder. Equality shall be achieved in the manner
determined by the Board, either by adjusting the number of shares available for
subscription, or the subscription price, or both. 

7. Rights in certain specific situations

a) Should the Company, before share subscription, reduce its share capital, the
subscription right of the option holders shall be adjusted accordingly in the
manner specified in the resolution to reduce the share capital. 

b) Should the Company, before the subscription period commences, be placed in
liquidation, the option holders shall be given an opportunity to exercise their
options before the commencement of the liquidation during a period specified by
the Board. After this, the subscription rights shall expire. 

c) Should the Company, before the end of the share subscription period, make a
resolution to acquire its own shares by means of an offer made to all of the
shareholders, the Company is obliged to make an equal offer to the option
holders regarding those stock options whose share subscription period has
commenced. If the Company acquires its own shares in any other manner, no
action needs to be taken with regard to the stock options. 

d) Should the Company resolve to merge with another existing company or with a
company to be formed or should the Company resolve to be divided, the option
holders will be given the right to subscribe for all the Shares pertaining to
their stock options or to convert their stock options into stock options issued
by another company or, where a new company will be formed, by the formed
company, on such terms and within such a time period prior to the merger or
division, as prescribed by the Board of Directors. Following the closing of the
merger or division, any rights to subscribe for Shares or to convert the stock
options will lapse. The provision stated in this paragraph also applies to a
merger, in which the Company takes part, and whereby the Company registers
itself as a European Company (Societas Europae) in another member state in the
European Economic Area. The same also applies, if the Company resolves to
restructure itself into a European Company and registers a transfer of its
domicile into another member state. This provision constitutes an agreement
referred to in Chapter 14, Section 3 of the Companies Act. In the above
situations, the option holder has no right to demand that the Company redeems
the stock options at their market value. 

e) If, before the end of the subscription period, a situation referred to in
Chapter 14, Section 19, of the Companies Act arises in which a shareholder
possesses over 90% of the shares of the Company and therefore has the right and
the obligation to redeem the shares of the remaining shareholders, or if a
situation referred to in Chapter 6, Section 6, of the Securities Market Act
arises, the option holders are given an opportunity to exercise their
subscription rights within a period specified by the Board. In a situation
referred to in Chapter 14, Section 19, of the Companies Act, the stock options
expire once the period specified by the Board expires. 

f) Should the share of the Company cease to be publicly traded on the Helsinki
Exchanges before the end of the share subscription period, the option holders
are given an opportunity to exercise their options during a period specified by
the Board before the trading of the Company's shares ends. As soon as the
trading ends, the stock options shall expire. 

g) Should the Company, before the end of the share subscription period, resolve
to be converted from a public limited company to a private limited company, the
option holders are given an opportunity to exercise their options during a
period specified by the Board. After this, the subscription rights shall
expire. 

h) If, on the basis of entries b), d), e), f), or g), the option holder should
be entitled to exercise the stock options but the subscription price of the
stock options cannot yet be determined, the stock options do not entitle their
holders to share subscription. In this case, the stock options shall expire. 

8. Dispute resolution

Any disputes regarding the stock options shall be settled by arbitration in
accordance with the arbitration rules of the Helsinki Central Chamber of
Commerce by using a single arbitrator. The law of Finland shall apply to the
arbitration proceedings. 

9. Other matters

The Board shall decide on all other matters related to the stock options and
the underlying shares. The Board may also issue binding orders applicable to
the Participants. The Board may make amendments to these terms and conditions
provided that they do not substantially alter them. Regarding all matters in
which the Board has the power of decision, the Board may authorise the
President and CEO to act on its behalf within the limits of the Companies Act. 

In the event of conflict, the Finnish language version of these terms and
conditions shall prevail. 

In respect of the stock options granted, the Participant shall not be entitled
to any compensation on any grounds from any company belonging to the F-Secure
Group either during or after the option holder's employment relationship with
any of the said companies. No benefit derived from the stock options under this
stock option plan is pensionable. 

Should a Participant breach these terms and conditions, the Company's
stipulations regarding these terms and conditions, and/or any applicable laws
or official regulations, the Company has the right to redeem, free of charge,
all of the option holder's stock options which have not yet been transferred or
exercised. 

The Company may send any notices relating to this stock option plan to the
option holder by post or by e-mail, or if the stock options are listed on the
stock exchange, by means of a stock exchange release. The documentation
relating to the stock options is available for inspection at the Company's head
office in Helsinki. 

By accepting the stock options, the Participant undertakes to comply with the
terms and conditions of this stock option plan, with any other terms and
conditions stipulated by the Company, and with all applicable laws and official
regulations. The Participant also undertakes to take care of the tax payments
which result from the use of the options.