SSH Communications Security - Notice to general meeting

The Board of Directors of SSH calls the Annual General Meeting on 3 March 2010

SSH COMMUNICATIONS SECURITY CORP     NOTICE TO CONVENE ANNUAL GENERAL MEETING   
February 5, 2010 at 9.30 a.m.                                                   


The Board of Directors of SSH calls the Annual General Meeting on 3 March 2010  


The Annual General Meeting of SSH Communications Security Corp shall be held on 
Wednesday 3 March 2010 from 10.00 a.m. at the address Valimotie 17, 00380       
Helsinki. The reception of those who have given a notice to attend the Meeting  
shall begin at 9.00 a.m.                                                        

A. THE MATTERS TO BE DISCUSSED AT THE ANNUAL GENERAL MEETING                    

The following matters shall be discussed at the Meeting:                        

1. OPENING THE MEETING                                                          

2. ELECTING THE CHAIRMAN AND SECRETARY OF THE MEETING                           

3. ELECTING A PERSON TO SCRUTINIZE THE MINUTES AND A PERSON TO COUNT THE VOTES  

4. LEGALITY AND QUORUM OF THE MEETING                                           

5. ADOPTING THE AGENDA                                                          

6. CEO'S REVIEW                                                                 

7. PRESENTING THE FINANCIAL STATEMENT, THE REPORT BY THE BOARD OF DIRECTORS, AND
THE CONSOLIDATED FINANCIAL STATEMENT FROM THE ACCOUNTING PERIOD OF 2009 AS WELL 
AS THE AUDITOR'S REPORT                                                         

8. DECIDING UPON THE ADOPTION OF THE FINANCIAL STATEMENT AND CONSOLIDATED       
FINANCIAL STATEMENT AS WELL AS THE TREATMENT OF LOSS OF THE ACCOUNTING PERIOD   

The Board of Directors proposes to the Annual General Meeting that the loss     
shown by the parent company's financial statement is registered into the profit 
and loss account.                                                               

9. DECIDING UPON THE TRANSFER OF ASSETS FROM THE INVESTED NON-RESTRICTED EQUITY 
FUND AND THE RELATED AMENDMENTS TO THE COMPANY'S OPTION PLANS                   

The Board of Directors proposes to the Annual General Meeting that assets are   
distributed from the invested non-restricted equity fund to the shareholders of 
the company at 0.05 euro per share. The return of equity payable to the         
shareholders would be in total approximately 1.49 million euro calculated on the
basis of the current shares in the Trade Register. The Board proposes that the  
share-specific return shall be paid to SSH shareholders registered in the       
shareholders' register held by Euroclear Finland Ltd on the record date 8 March 
2010. The date of payment shall be 15 March 2010.                               

Relating to the distribution of assets, the Board of Directors proposes that at 
the same time the subscription price of the shares, which can be subscribed for 
based on the SSH option plans released between years 2000-2002, shall be lowered
by the same amount, i.e. 0.05 euro per option right. The subscription price of  
the shares shall, however, always have at least the same value as the par value.
Thereby, the amendment of the option terms by lowering the subscription price   
(with 0.05 euro) concerns the following option plans released by the company:   
I/2000, Plan July 10th 2000, II/2000, II/2002 and III/2002.                     

The proposal includes a right to the Board of Directors to decide upon other    
details concerning the distribution of assets.                                  

10. DECIDING UPON THE DISCHARGE FROM LIABILITY TO THE BOARD MEMBERS AND THE CEO 

11. DECIDING UPON THE NUMBER OF THE BOARD MEMBERS                               

Tatu Ylönen and Assetman Oy, who own in total more than 50 % of the company's   
voting rights, have announced to the company that they will propose at the      
Annual General Meeting that the number of the Board members would be six (6).   

12. DECIDING UPON THE FEES OF THE BOARD MEMBERS                                 

Tatu Ylönen and Assetman Oy, who own in total more than 50 % of the company's   
voting rights, have announced to the company that they will propose at the      
Annual General Meeting that every Board member outside the company would receive
an annual fee of 24,000 euros, and the chairman of the Board would receive an   
annual fee of 48,000 euros for the term in office ending in the Annual General  
Meeting in 2011. Additionally, the named shareholders will propose at the Annual
General Meeting that the chairs of the Audit Committee and the Nomination and   
Remuneration Committee would receive a fee of 500 euros per committee meeting,  
and the committee members would receive a fee of 300 euros per meeting.         

13. ELECTING THE BOARD MEMBERS                                                  

Tatu Ylönen and Assetman Oy, who own in total more than 50 % of the company's   
voting rights, have announced to the company that they will propose at the      
Annual General Meeting that Pyry Lautsuo, Juho Lipsanen, Juha Mikkonen and Tatu 
Ylönen would be re-elected to the Board of Directors, and that Juhani Harvela   
and Tiia Tuovinen would be elected as new members.                              

14. DECIDING UPON THE AUDITOR'S FEE                                             

The Board of Directors proposes upon the recommendation of the Audit Committee  
that auditors shall be paid according to their invoice.                         

15. ELECTING THE AUDITOR AND POSSIBLE DEPUTY AUDITOR                            

The Board of Directors proposes upon the recommendation of the Audit Committee  
that the authorized public accountants KPMG Oy Ab are elected as the auditor    
with Kirsi Jantunen, APA, as the principle auditor.                             

16. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON SHARE
ISSUES AGAINST PAYMENT AND UPON ISSUING STOCK OPTIONS AND OTHER SPECIAL RIGHTS  
WHICH ENTITLE TO SHARES                                                         

The Board of Directors proposes to the Annual General Meeting of 3 March 2010   
that previous authorizations are reversed, and a new authorization is given to  
the Board of Directors to decide upon a share issue and issuing of stock options
and other special rights, referred to in Chapter 10 Section 1 of the Finnish    
Companies Act, on the following terms:                                          

The authorization entitles the Board of Directors to decide upon the issuing of 
a maximum of 5,500,000 shares as a share issue against payment or by giving     
stock options or other special rights entitling to shares, defined in Chapter 10
Section 1 of the Finnish Companies Act, either according to the shareholders'   
pre-emptive right to share subscription or deviating from this right, in one or 
more tranches. Based on the authorization, the company can be either issue new  
shares or transfer its own shares which the company possibly has in its         
possession. Based on the authorization, the Board of Directors shall have the   
same rights as the Annual General Meeting to decide upon the issuing of shares  
against payment and special rights (including stock options) defined in Chapter 
10 Section 1 of the Finnish Companies Act.                                      

Thereby, the authorization to be given to the Board of Directors includes, inter
alia, the right to deviate from the shareholders' pre-emptive rights with       
directed issues, provided that the company has a weighty financial reason for   
the deviation in respect of the share issue against payment. Considering the    
restrictions mentioned above, the authorization can be used, inter alia, for the
development of the shareholder basis, strengthening of the company's capital    
structure, financing of corporate acquisitions and/or arrangements, executing of
co-determination arrangements or commitment and incentive programs of the       
personnel.                                                                      

Furthermore, the authorization includes the Board of Directors' right to decide 
upon the people who are entitled to the shares and/or stock options or special  
rights defined in Chapter 10 Section 1 of the Finnish Companies Act, as well as 
upon the related compensation, subscription and payment periods and upon the    
registering of the subscription price into the share capital or invested        
non-restricted equity fund within the limits defined in the Finnish Companies   
Act.                                                                            

The authorization will be valid until the next Annual General Meeting, but will 
expire on 30 June 2011, at the latest.                                          

17. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON THE  
ACQUIRING OF OWN SHARES AND UPON THE DISTRESS OF OWN SHARES                     

Authorization to acquire own shares                                             

The Board of Directors proposes that the Annual General Meeting shall authorize 
the Board to decide upon the acquiring of the company's own shares in one or    
more tranches. Based on the authorization, it would be possible to acquire at   
most 2,000,000 SSH shares with assets belonging to the company's non-restricted 
equity. This amount corresponds approximately to 6.69 per cent of all shares of 
the company. The price for the acquired shares shall be determined on the date  
of purchase on the basis of the trading rate of the company's share in the      
public trading arranged by NASDAQ OMX Helsinki Ltd. The shares shall be acquired
at the market price determined in the public trading arranged by NASDAQ OMX     
Helsinki Ltd at the time of purchase. The shares are not acquired in proportion 
to the holdings of the shareholders as they are purchased in a public trading.  
The shares shall be acquired in accordance with the rules of NASDAQ OMX Helsinki
Ltd concerning the acquiring of the company's own shares as well as also        
otherwise in accordance with provisions concerning the acquiring of a company's 
own shares. The Board of Directors proposes that the authorization for the      
acquiring of the company's own shares would be used, inter alia, in order to    
strengthen the company's capital structure, to finance and realize corporate    
acquisitions and other arrangements, to realize the share-based incentive       
programs of the company or otherwise to be kept by the company, to be           
transferred for other purposes or to be cancelled. Any acquisition of the       
company's own shares will reduce the company's distributable non-restricted     
equity.                                                                         

Authorization concerning the distress of own shares                             

The Board of Directors proposes that the Annual General Meeting would authorize 
the Board to decide upon the distress of own shares, in one or more tranches,   
concerning a maximum of 1,500,000 own shares of the company. The amount         
corresponds approximately to 5.02 per cent of all shares of the company. The    
authorization could be used, inter alia, in order to strengthen the company's   
capital structure, to finance and realize corporate acquisitions and other      
arrangements as well as to realize the share-based incentive programs of the    
company.                                                                        
Other terms related to the authorizations                                       

Decisions concerning the acquiring or distressing of the company's own shares   
cannot be made so that the combined amount of the own shares which are in the   
possession of or distressed by the company or its subsidiaries exceeds one-tenth
of all shares. The Board of Directors shall decide upon all other matters       
related to the acquisition and distress of shares. The authorization concerning 
the acquiring or distressing of shares shall be valid at most for eighteen (18) 
months from the decision of the Annual General Meeting.                         

18. AMENDING THE ARTICLES OF ASSOCIATION                                        

The Board of Directors proposes to the Annual General Meeting that sections 1, 8
and 10 of the Articles of Association would be amended as follows:              

The company name mentioned in Section 1 of the Articles of Association to be    
changed into Tectia Oyj in Finnish and into Tectia Corporation in English.      

Section 8 of the Articles of Association to be amended so that the auditor's    
term of office terminates at the end of the Annual General Meeting subsequent to
the election in accordance with the presumption provision of the Finnish        
Companies Act.                                                                  

Section 10 of the Articles of Association to be amended in respect of the period
for giving a notice to attend the Annual General Meeting so that the invitation 
to the Meeting is delivered to the shareholders no earlier than three months and
no later than three weeks before the meeting, however no later than nine days   
before the record date of the Annual General Meeting.                           

19. CLOSING THE MEETING                                                         

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING                                      

The financial statements, Board's proposals to the Annual General Meeting with  
their appendices and other documents to be displayed for public inspection in   
accordance with the Finnish Companies Act are available to the shareholders on  
the company's website at www.ssh.com and in the headquarters at the address     
Kumpulantie 3, 00520 Helsinki. The annual report will be available on the       
company's website on week 8.                                                    

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING              

1. Right to attend the Meeting and notice to attend                             

A shareholder who is no later than on Friday 19 February 2010 registered as a   
shareholder in the shareholders' register held by Euroclear Finland Ltd has the 
right to attend the Meeting. Every shareholder, whose shares have been          
registered into his/her personal Finnish book-entry account, is also registered 
in the company's shareholders' register.                                        

Shareholders who wish to attend the Annual General Meeting are requested to give
a notice about their attendance no later than on Friday 26 February 2010 at 4.00
p.m. Shareholders are requested to send the notice in writing to SSH            
Communications Security Corp. either by a letter to Erja Salo, Kumpulantie 3,   
00520 Helsinki, or by fax to number +358 20 500 7001, or by e-mail to           
erja.salo@ssh.com. The notice shall contain the name and contact information of 
the shareholder, as well as the name of a potential representative or assistant.

2. Proxy representative and powers of attorney                                  
A shareholder may exercise his/her rights by way of proxy representation at the 
Annual General Meeting. A proxy representative shall present a dated proxy      
document or otherwise in a reliable manner demonstrate his/her right to         
represent the shareholder. If a shareholder participates in the Annual General  
Meeting by means of several proxy representatives, who represent the shareholder
with shares on different book-entry accounts, the shares represented by each    
proxy representative shall be identified in connection with the notice to attend
the Meeting.                                                                    

Any proxy documents are requested to be delivered to the address mentioned in   
section C. 1 before the period for giving a notice to attend the Meeting        
terminates.                                                                     

3. Holders of nominee-registered shares                                         

Holders of nominee-registered shares are advised to request from their custodian
banks without delay all necessary instructions regarding their registration into
the shareholders' register of the company, the issuing of proxy documents and   
the notice to attend the Annual General Meeting. The account management         
organization of the custodian bank will register a holder of nominee-registered 
shares, who wants to participate in the Annual General Meeting, temporarily into
the company's shareholders' register by 26 February 2010 at 10.00 a.m.          

4. Other information                                                            

The invitation to the Annual General Meeting will be published in the newspaper 
Helsingin Sanomat on Sunday 7 February 2010. The invitation shall also be       
available on the website of SSH Communications Security Corp. at www.ssh.com.   

On the date of this invitation, the total number of the company's shares and    
voting rights is 29,898,449. All shares of the company belong to the same type. 

Helsinki, 5 February 2010                                                       

SSH Communications Security Corp                                                
Board of Directors                                                              



For additional information, please contact:                                     
Jari Mielonen, CEO, tel. +358 20 500 7000                                       
Mikko Karvinen, CFO, tel. +358 20 500 7000                                      

Distribution:                                                                   
NASDAQ OMX Helsinki Ltd                                                         
Main Media                                                                      
www.ssh.com