WithSecure Corporation | Stock Exchange Release | 27 October 2025 at 12:00 EET
Notice of the Extraordinary General Meeting of WithSecure Corporation
The shareholders of WithSecure Corporation (the “Company”) are invited to the Extraordinary General Meeting, which will be held on Monday, 24 November 2025 starting at 10:00 a.m. EET at the Company’s headquarters at the address Välimerenkatu 1, Helsinki, Finland. The reception of persons who have registered for the meeting will commence at the meeting venue at 9:30 a.m. EET.
Diana BidCo Oy (the “Offeror”) and WithSecure Corporation have on 8 August 2025 entered into a combination agreement (the “Combination Agreement”) pursuant to which the Offeror has made a voluntary recommended public cash tender offer for all of the issued and outstanding shares in WithSecure Corporation that are not held by WithSecure Corporation or any of its subsidiaries (the “Tender Offer”).
The Company announced on 20 October 2025 that the Offeror has secured 93.1 percent of the shares and voting rights in WithSecure Corporation and that the Offeror will complete the Tender Offer in accordance with its terms and conditions as all the conditions to completion of the Tender Offer have been satisfied. The Offeror is expected to complete the Tender Offer and to pay the offer price on or about 10 November 2025, after which the Offeror will own approximately 93.1 percent of the shares and voting rights in the Company.
It is the Offeror’s intention to apply for the shares in WithSecure Corporation to be delisted from the official list of Nasdaq Helsinki Ltd and it will commence compulsory redemption proceedings to acquire the remaining shares in accordance with the Finnish Companies Act.
Pursuant to the Combination Agreement, after the Offeror has publicly announced that it will complete the Tender Offer, the Board of Directors of the Company shall, at the written request of the Offeror, resolve to convene an Extraordinary General Meeting of the Company for the purpose of resolving on the composition of the Board of Directors and its remuneration. This notice, including the matters to be considered at the Extraordinary General Meeting, is based upon such written request by the Offeror.
Shareholders who are registered in the Company’s shareholder register maintained by Euroclear Finland Oy on the record date of the General Meeting on 12 November 2025 have the right to participate in the General Meeting.
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the person to scrutinise 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. Resolution on the remuneration of the members of the Board of Directors
The Offeror proposes to the Extraordinary General Meeting that the annual remuneration of the Chair of the Board of Directors, the members of the Board of Directors and the member of the Board of Directors employed by the Company, as well as the resolution of the Annual General Meeting of WithSecure Corporation held on 18 March 2025 regarding the remuneration of the members of the Board of Directors in other respects, shall remain unchanged in accordance with the resolution of the Annual General Meeting. The Offeror further proposes that no remuneration is paid to the new members of the Board of Directors to be elected for the term of office commencing at the closing of the Extraordinary General Meeting and ending at the closing of the next Annual General Meeting.
The Offeror further proposes to the Extraordinary General Meeting that the annual remuneration that has already been paid by WithSecure Corporation to the current members of the Board of Directors in accordance with the resolution of the Annual General Meeting held on 18 March 2025 is not reclaimed in proportion to the length of their term in office.
7. Resolution on the number of members of the Board of Directors
The Offeror proposes that the Extraordinary General Meeting resolves that the number of members of the Board of Directors be confirmed as five (5).
8. Election of members of the Board of Directors
The Offeror proposes to the Extraordinary General Meeting that Daniel Williamson, Daniel Pindur, Risto Siilasmaa, Tuomas Syrjänen and Artturi Lehtiö be elected as members of the Board of Directors for a term of office commencing at the closing of the Extraordinary General Meeting and ending at the closing of the next Annual General Meeting. The term of office of all other current members of the Board of Directors ends upon the commencement of the term of the aforementioned proposed members of the Board of Directors.
It is proposed that shareholders resolve on the composition of the Board of Directors as a whole.
All persons mentioned above have given their consent to the position. The CVs of the members of the Board of Directors proposed for election and the Offeror’s independence assessment concerning the proposed composition of the Board of Directors are available on the Company’s website at www.withsecure.com/en/about-us/investor-relations/governance.
The Offeror notes that the proposed composition of the Board of Directors deviates from recommendations 8 and 10 of the Finnish Corporate Governance Code maintained by the Securities Market Association. Recommendation 8 of the Corporate Governance Code 2020 (which applies until 30 June 2026) states that both genders shall be represented in the board of directors. Recommendation 10 of the Corporate Governance Code states that at least two (2) directors who are independent of the company shall also be independent of the significant shareholders of the company. The Offeror will, after the completion trades of the Tender Offer, own more than 90 percent of the shares in the Company. The Offeror will commence compulsory redemption proceedings, as a result of which all shares in the Company will be owned by the Offeror, presumably during the first half of 2026 and the Company will consequently be delisted. Due to this, the Offeror has considered it possible to deviate from the recommendations of the Corporate Governance Code relating to the composition of the board of directors.
9. Closing of the meeting
B. Documents of the General Meeting
This notice, which includes the resolution proposals for the matters on the agenda of the General Meeting, is available on WithSecure Corporation’s website at www.withsecure.com/en/about-us/investor-relations/governance. The notice will also be made available at the General Meeting.
The minutes of the General Meeting will be available on the above-mentioned website at the latest on 8 December 2025.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 12 November 2025, the record date of the General Meeting, in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder whose shares are registered on the shareholder’s Finnish book-entry account is registered in the shareholders’ register of the Company.
Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights.
Registration for the General Meeting begins on 27 October 2025 at 4:00 p.m. EET, at the latest. A shareholder whose shares are registered on the shareholder’s Finnish book-entry account and who wishes to participate in the meeting must register for the meeting at the latest on 17 November 2025 at 4:00 p.m. EET, by which time the notice of participation must be received by the Company. Shareholders can register for the meeting by one of the following means:
- Online through the Company’s website at www.withsecure.com/en/about-us/investor-relations/governance. Online registration requires strong electronic identification from the shareholder or the shareholder’s statutory representative or proxy representative using Finnish, Swedish or Danish online banking credentials or a mobile certificate.
- By email to the address egm@innovatics.fi or by mail to the address Innovatics Ltd, General Meeting/WithSecure Corporation, Ratamestarinkatu 13 A, 00520 Helsinki. The registering shareholder must include in the registration the registration form available on the Company’s website www.withsecure.com/en/about-us/investor-relations/governance, or equivalent information.
The requested information, such as the shareholder’s name, date of birth or business ID, contact information as well as the name of the shareholder’s possible assistant and/or proxy representative and date of birth of proxy representative as well as telephone number and/or email address of proxy representative must be provided in connection with the registration. The personal data disclosed by the shareholders to WithSecure Corporation or Innovatics Ltd will only be used in connection with the General Meeting and the processing of related necessary registrations.
Upon request, shareholders, their representatives, or proxy representatives must be able to prove their identity and/or right of representation at the meeting venue.
Additional information on registration is available by telephone at +358 10 2818 909 during the registration period of the General Meeting between 9:00 a.m. and 12:00 p.m. EET and between 1:00 p.m. and 4:00 p.m. EET on weekdays.
2. Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which the holder of nominee registered shares on the record date of the General Meeting, 12 November 2025, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. In addition, the right to participate requires that the holder of nominee registered shares be temporarily entered into the shareholders’ register held by Euroclear Finland Oy based on these shares at the latest by 19 November 2025 at 10:00 a.m. EET. As regards nominee registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights.
A holder of nominee registered shares is advised to request in good time the necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and voting instructions, and registration for the General Meeting from such shareholder’s custodian bank. The account management organisation of the custodian bank shall temporarily register a holder of nominee registered shares who wishes to participate in the General Meeting into the shareholders’ register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise the shareholder rights at the meeting by way of proxy representation.
The proxy representative shall produce a dated proxy document or power of attorney or otherwise in a reliable manner demonstrate such representative’s right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry 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 are to be delivered primarily as an attachment in connection with the electronic registration, or alternatively by email to Innovatics Ltd to the address egm@innovatics.fi or by mail to the address Innovatics Ltd, General Meeting/WithSecure Corporation, Ratamestarinkatu 13 A, 00520 Helsinki before the end of the registration period, by which time the proxy documents must be received. WithSecure Corporation may, if it so wishes, demand original proxy documents where it considers it necessary.
In addition to submitting a proxy document, shareholders or their proxy representatives shall ensure that they register for the General Meeting in the manner described above in section C. 1. of these instructions.
A shareholder may authorise a proxy representative by using the Suomi.fi e-authorisation service as an alternative to a traditional proxy document. The proxy representative is authorised via the Suomi.fi service at www.suomi.fi/e-authorizations (authorisation for ‘Representation at the General Meeting’). When registering for the General Meeting service, the proxy representative must identify themselves by using strong electronic identification, after which the proxy representative can register on behalf of the shareholder the proxy representative represents. Strong electronic identification requires a Finnish bank ID or mobile certificate. For more information on e-authorisation, please see www.suomi.fi/e-authorizations.
4. Other instructions and information
The language of the General Meeting is Finnish.
A shareholder present at the meeting has the right to ask questions referred to in chapter 5, section 25 of the Finnish Companies Act with respect to the matters to be considered at the General Meeting.
On the date of this notice, 27 October 2025, the total number of shares in WithSecure Corporation is 176 098 739 shares, which represent an equal number of votes. On the date of this notice, the Company holds 251 445 treasury shares. Treasury shares do not produce any rights in the Company and do therefore not entitle to participation in the General Meeting.
Helsinki, 27 October 2025
WITHSECURE CORPORATION
Board of Directors
Contact information:
Tiina Sarhimaa, Chief Legal Officer
WithSecure Corporation
Tom Jansson, CFO
WithSecure Corporation
Tel. +358 9 2520 0700
investor-relations@withsecure.com
Distribution:
Nasdaq Helsinki Ltd
Principal media
ABOUT WITHSECURE
WithSecure, formerly F-Secure Business, is a European cyber security partner trusted by businesses and IT service providers worldwide, delivering outcome-based cyber security solutions that help businesses stay ahead of modern cyber threats. Boasting more than 35 years of industry experience, WithSecure has built its award-winning portfolio of Elements Cloud to navigate the paradigm shift from reactive to proactive cyber security and Cloud Protection for Salesforce to protect Salesforce users from malware and phishing threats. Committed to European digital sovereignty, WithSecure prioritizes European Way of data protection, privacy and regulatory compliance, which have become critical differentiators in the global cyber security market. In alignment with its commitment to collaborative growth, WithSecure empowers its customer and partner ecosystem through flexible commercial models, ensuring mutual success across the dynamic cyber security landscape. WithSecure was founded in 1988, and it is listed on the official list of Nasdaq Helsinki.