WithSecure Corporation | Stock Exchange Release | 10 November 2025 at 20:15 EET
WithSecure Corporation: Notice pursuant to the Finnish Securities Market Act, Chapter 9, Section 10
WithSecure Corporation has received an announcement from CVC Growth Partners II GP Limited on 10 November 2025, in accordance with the Finnish Securities Market Act Chapter 9, Section 5.
According to the announcement, the total number of shares and votes held by CVC Growth Partners II GP Limited through Diana BidCo Oy increased to above ninety (90) per cent on 10 November 2025.
Total position of CVC Growth Partners II GP Limited subject to the notification obligation:
| % of shares and voting rights (total of 7.A) | % of shares and voting rights through financial instruments (total of 7.B) | Total of both in % (7.A + 7.B) | Total number of shares and voting rights of issuer | |
| Resulting situation on the date on which threshold was crossed or reached | 92.96 | 0.00 | 92.96 | 176,098,739 |
| Position of previous notification (if applicable) | 5.43 | 34.13 | 39.56 | - |
Notified details of the resulting situation on the date on which the threshold was crossed or reached:
A: Shares and voting rights
| Class/type of shares ISIN code | Number of shares and voting rights | % of shares and voting rights | ||
| Direct (SMA 9:5) | Indirect (SMA 9:6 and 9:7) | Direct (SMA 9:5) | Indirect (SMA 9:6 and 9:7) | |
| FI4000519228 | 163,697,401 | 92.96 | ||
| SUBTOTAL A | 163,697,401 | 92.96 | ||
B: Financial Instruments according to SMA 9:6a
| Type of financial instrument | Expiration date | Exercise/ Conversion Period | Physical or cash settlement | Number of shares and voting rights | % of shares and voting rights |
| SUBTOTAL B |
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
| Name | % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both |
| CVC Growth Partners II GP Limited | |||
| CVC Growth Partners II L.P. | |||
| Diana Master TopCo Lux S.à r.l. | |||
| Diana TopCo Lux S.à r.l. | |||
| See below for additional information. |
Additional information:
Section 8 (listing of chain of control continues):
Diana TopCo Oy
Diana MidCo Oy
Diana BidCo Oy 92.96% of shares, 92.96% total.
Information concerning the investor consortium:
Diana Master TopCo Lux S.à r.l. (“CVC Investor”), which is owned by funds or vehicles advised or managed by affiliates of the CVC Capital Partners network, and Risto Siilasmaa have formed a con-sortium for the public tender offer for the shares of WithSecure Oyj. Diana BidCo Oy is a company established for the purpose of making the public tender offer and it is currently indirectly owned by Diana TopCo Lux S.à r.l. CVC Investor owns approximately 73 percent and Risto Siilasmaa (directly or indirectly) approximately 27 percent of the shares in Diana TopCo Lux S.à r.l.
Diana BidCo Oy announced on 20 October 2025, in connection with the announcement of the final results of the tender offer, that it will complete the tender offer in accordance with its terms and conditions. Consequently, the 150,508,855 shares validly tendered in the public tender offer have
been transferred to Diana BidCo Oy's ownership today 10 November 2025 upon the completion trades of the tender offer. The shares acquired in aggregate through the completion trades of the tender offer and the shares otherwise acquired by Diana BidCo Oy total 163,697,401 shares, repre-senting 92.96% of the shares and voting rights in WithSecure Oyj.