F-Secure Oyj - Notice to general meeting

F-Secure Corporation: Notice to the Annual General Meeting

Stock exchange release
March 8, 2012 at 12.00 p.m.

F-Secure Corporation: Notice to the Annual General Meeting

Notice is given to the shareholders of F-Secure Oyj to the Annual General
Meeting to be held on Tuesday, April 3, 2012 at 3.30 p.m. at F-Secure Oyj,
Tammasaarenkatu 7, 00180 Helsinki. The reception of persons who have registered
for the meeting and the distribution of voting tickets will commence at 2.45
p.m. 


A. Matters on the agenda of the general meeting

At the general meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and 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 report of the Board of Directors
and the Auditor's report for the year 2011 

- Review by the CEO

7. Adoption of the annual accounts

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

The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.06 per share be paid to those shareholders that on the record date of
April 10, 2012 are registered in the Register of Shareholders held by Euroclear
Finland Ltd. The dividend would be paid on April 17, 2012. 

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

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors' Executive Committee proposes to the Annual General
Meeting that annual remuneration of the Board members would be in the previous
year's level as follows: Chairman EUR 55,000, Chairman of committees EUR 40,000
and other members EUR 30,000. Approximately 40% of the annual remuneration
would be paid as company shares. 

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

The Executive Committee proposes to the Annual General Meeting that the number
of board members would remain at six (6). 

12. Election of members of the Board of Directors

The Executive Committee proposes that Risto Siilasmaa, Jussi Arovaara, Sari
Baldauf, Pertti Ervi, Juho Malmberg and Anu Nissinen will continue as members
of the Board of Directors for a term that will continue until the closing of
the next Annual General Meeting. The Board members' personal details are
available at the company's website at www.f-secure.com under About F-Secure,
Company, Management. 

13. Resolution on the remuneration of the Auditor

The Board of Directors' Audit Committee proposes that auditors' fee would be
paid against approved invoice. 

14. Election of Auditor

The Audit Committee proposes that Ernst & Young Oy would be re-elected as
Auditor. 

15. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares 

The Board of Directors proposes that the Board of Directors may pass a
resolution to purchase a maximum of 10.000.000 of the Company. The proposed
amount represents approximately 6.3% of all the shares issued by the Company.
The authorization would be valid for one year. The authorization covers the
purchase of shares through public trading on the NASDAQ OMX Helsinki Ltd. in
accordance with its rules or through a public tender offer made to the
shareholders of the Company. The consideration payable for the shares shall be
based on the market price. In purchasing of the Company's own shares
derivative, share lending and other contracts customary to the capital markets
may be concluded pursuant to law and applicable legal provisions. 

The authorization entitles the Board of Directors to pass a resolution to
purchase the shares by deviating from the shareholders' pre-emptive rights
(directed purchase) subject to the provisions of the applicable law. The own
shares will be purchased to be used for making acquisitions or implementing
other arrangements related to the Company's business, to improve the Company's
financial structure, to be used as part of the incentive compensation plan or
for the purpose of otherwise assigning or cancelling the shares. The Board of
Directors shall have the right to decide on other matters related to the
purchase of the Company's own shares. 

16. Authorizing the Board of Directors to decide on the transfer of own shares

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide on a transfer of a maximum of 13.732.390 own
shares of the Company either against consideration or without payment. The
authorization would be valid for one year. The Board of Directors is authorized
to transfer the shares in deviation from the shareholders' pre-emptive rights
(directed transfer) subject to the provisions of the applicable law. The shares
may be transferred as a consideration to finance acquisitions or in other
arrangements and used as part of the equity-based incentive plans of the
Company as decided by the Board of Directors. The Board of Directors shall also
have the right to sell the shares through public trading on the NASDAQ OMX
Helsinki Ltd. The Board of Directors shall have the right to decide on other
matters related to a transfer of own shares. 

17. Authorizing the Board of Directors to decide on the issuance of shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the issuance of shares. The amount of
shares to be issued based on this authorization shall not exceed 40.000.000
shares. Board of Directors decides on all the conditions of the issuance of
shares. The authorization concerns both the issuance of new shares as well as
the transfer of treasury shares. The issuance of shares may be carried out in
deviation from the shareholders' pre-emptive rights (directed issue). The Board
of Directors proposes that the authorization is valid for 18 months. In
connection with registering this authorization, the authorization by the AGM
2011 for a directed share issue shall be reversed. 

18. Closing of the meeting


B. Documents of the general meeting

The proposals for the matters on the agenda of the general meeting as well as
this notice are available on F-Secure Oyj's website at www-f-secure.com under
About F-Secure, Investor Relations, General Meetings. The annual report, the
report of the board of directors and the auditor's report of F-Secure are
available on the above-mentioned website no later than March 12, 2012. The
proposals for decisions and the other above-mentioned documents are also
available at the meeting. Copies of these documents and of this notice will be
sent to shareholders upon request. The minutes of the meeting will be available
on the above-mentioned website no later than April 16, 2012. 


C. Instructions for the participants in the general meeting

1. The right to participate and registration

Each shareholder, who is registered on March 22, 2012 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company. 

A shareholder, who is registered in the shareholders' register of the company
and who wants to participate in the general meeting, shall register for the
meeting no later than March 29, 2012 by 10.00 a.m. by giving a prior notice of
participation, which  shall be received by the company no later than on the
above-mentioned date. Such notice can be given: 

a) by Internet registering on page: www.f-secure.com/agm

b) by telephone +358 9 2520 4800 on working days between 9 a.m to 4 p.m.
Finnish time 

c) by telefax +358 9 2520 5001 or

d) by regular mail to F-Secure Corporation, Reception/AGM, Tammasaarenkatu 7,
PL 24, 00180 Helsinki, Finland. 

In connection with the registration, a shareholder shall notify his/her (name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative). The personal data given to F-Secure Oyj is
used only in connection with the general meeting and with the processing of
related registrations. 

2. Holders 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 he/she on the record date of the general meeting,
i.e. on March 22, 2012 would be entitled to be registered in the shareholders'
register of the company  held by Euroclear Finland Ltd. The right to
participate in the general meeting requires, in addition, that the shareholder
on the basis of such shares has been registered into the temporary
shareholders' register held by Euroclear Finland Ltd. at the latest by March
29, 2012 by 10.00 a.m. As regards nominee registered shares this constitutes
due registration for the general meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholder's register of the company, the issuing of proxy documents and
registration for the general meeting from his/her custodian bank. The account
management organization of the custodian bank has to register a holder of
nominee registered shares, who wants to participate in the general meeting,
into the temporary shareholders' register of the company at the latest by the
time stated above. Further information on these matters can also be found on
the company's website. 

3. Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the general meeting.
When a shareholder participates in the general meeting by means of several
proxy representatives representing the shareholder with shares at different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
general meeting. 

Possible proxy documents should be delivered in originals to the above
mentioned address before the last date for registration. 

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this notice to the general meeting on February 16, 2012 the
total number of shares in F-Secure Oyj is 158,798,739 shares. Every share has
one vote. 

In Helsinki, February 16, 2012

F-Secure Oyj
Board of Directors