SSH Communications Security Corporation | Stock Exchange Release | July 01, 2025 at 09:00:00 EEST

NOTICE TO EXTRAORDINARY GENERAL MEETING

The shareholders of SSH Communications Security Corporation (the ”Company”) are invited to the Extraordinary General Meeting, which is held on Thursday 7 August 2025 starting at 12.00 (noon).

The Extraordinary General Meeting will be held without a meeting venue using remote connection in real time, in accordance with Section 11 of the Company’s Articles of Association and Chapter 5, Section 16 Subsection 3 of the Finnish

Companies Act. Instructions for participation are provided in Section C of this notice.
The Company’s shareholders may also exercise their voting rights by voting in advance. Shareholders or their proxy representatives are recommended to vote in advance. Instructions for advance voting are provided in section C of this notice.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

The following matters will be considered at the Extraordinary General Meeting:

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 ADOPTATION OF THE LIST OF VOTES

6. TRANSACTIONS WITH LEONARDO S.P.A.

The Company and Leonardo S.p.A. have on 1 July 2025 entered into a framework investment agreement, whereby the parties have agreed on their future strategic cooperation and the terms on which Leonardo S.p.A. will make an investment in the Company by subscribing for new shares in the Company (the ”Transaction”).

7. PROPOSAL BY THE BOARD OF DIRECTORS FOR RESOLUTION ON AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE AGAINST PAYMENT

To consummate the Transaction, the Board of Directors proposes that the Extraordinary General Meeting authorizes the Board of Directors to decide on issuing of shares on the following terms:

The authorization entitles the Board of Directors to decide on the issuing of a maximum of 13,333,333 shares as a directed share issue against payment in deviation from the shareholders’ pre-emptive rights in one or several instalments. Based on the authorization, either new shares can be issued, or own shares, which the company possibly has in its possession, can be transferred.

The authorization can be used to execute the Transaction.

Based on the authorization, the Board of Directors has the same right as the Extraordinary General Meeting to decide on the issuing of shares against payment. 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 providing that the company has a weighty financial reason for the deviation in respect of the share issue against payment.

The authorisation also includes the Board of Directors’ right to resolve on the consideration paid for or in relation to the shares, subscription and payment periods, as well as the allocation of the subscription price to the Company’s share capital or fund for invested unrestricted equity, within the limits permitted by the Finnish Companies Act.

The authorization will be valid until 30 April 2026. The authorisation does not reverse previous authorisations granted to the Board of Directors concerning the issuing of shares, stock options and other special rights.

8. PROPOSAL BY THE BOARD OF DIRECTORS FOR AMEDNING THE COMPANY’S ARTICLES OF ASSOCIATION

The Board of Directors propose that Section 4 of the Articles of Association of the Company be amended in its entirety to read as follows:

Yhtiöllä on hallitus, johon kuuluu viidestä yhdeksään jäsentä.

Hallituksen jäsenistä viisi valitsee yhtiökokous. Yhtiökokouksen valitsemien hallituksen jäsenten toimikausi päättyy valintaa ensimmäiseksi seuraavan varsinaisen yhtiökokouksen päättyessä.

Hallitukseen valitaan enintään neljä jäsentä siten, että kullakin enemmän kuin 20 prosenttia yhtiön ulkona olevista osakkeista omistavalla osakkeenomistajalla on oikeus nimetä yksi hallituksen jäsen. Tällaisen hallituksen jäsenen toimikausi alkaa, kun osakkeenomistaja on ilmoittanut nimittämisestä hallitukselle ja päättyy, kun kyseinen osakkeenomistaja nimeää uuden hallituksen jäsenen, erottaa kyseisen hallituksen jäsenen tai kun kyseisen osakkeenomistajan omistusosuus ei ole enää enemmän kuin 20 prosenttia yhtiön ulkona olevista osakkeista.

English translation for information purposes only:

The Company has a Board of Directors consisting of five to nine members.

Five members of the Board of Directors are elected by the General Meeting. The term of office of the members elected by the General Meeting expires at the end of the next Annual General Meeting following their election.

Up to four members may be appointed to the Board of Directors so that each shareholder holding more than 20 percent of the Company’s outstanding shares is entitled to appoint one member to the Board of Directors. The term of office of such a Board member begins when the shareholder has notified the Board of Directors of the appointment and ends when the shareholder appoints a new Board member, dismisses the Board member, or when the shareholder’s holding no longer exceeds 20 percent of the Company’s outstanding shares.

In accordance with the Board of Directors’ proposal, the above-described amendment of the Articles of Association would be conditional upon the consummation of the Transaction and the amendment would be filed for registration only after the consummation of the Transaction.

9. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

Accendo Capital Oy, who owns 27.7% of the Company’s voting rights, will propose at the Extraordinary General Meeting that Board Members would receive an annual fee of 35,000 euros, and the Chairman of the Board would receive an annual fee of 70,000 euros for the term in office ending in the next Annual General Meeting.

10. CLOSING OF THE MEETING

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

The aforementioned proposals for the decision on the agenda of the Extraordinary General Meeting, the financial statements of the Company, the consolidated financial statements, the Board of Director’s report and auditor’s report, the Company’s Q1 interim report, the report by the Board of Directors on events with an essential effect on the state of the Company that have occurred after the Q1 interim report and this notice will be available on the Company’s website at https://www.ssh.com/investors/annual-general-meeting and at the main office of the Company at Karvaamokuja 2D, 00380 Helsinki, Finland, no later than 1 July 2025. Minutes of the Extraordinary General Meeting will be available on the aforementioned website no later than 20 August 2025.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. Shareholder Registered in the Shareholders’ Register

Each shareholder, who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the Extraordinary General Meeting, i.e. on 28 July 2025, has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the Company’s shareholders’ register.

Registration for the Extraordinary General Meeting will begin 2 July 2025 at 9.00 a.m. (EEST). A shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the Extraordinary General Meeting, must register for the Extraordinary General Meeting by giving a prior notice of participation no later than Thursday 31 July 2025 at 4.00 p.m., by which time the notice of participation must be received.

The registration can be done in the following ways:

• electronically by utilizing Euroclear’s electronic general meeting service accessible at https://egm.apk.fi/eGM/gm/16574910080_en. Registering requires strong electronic identification with a bank ID or mobile certificate for natural persons and business ID and the book-entry account number for legal persons. If the shareholders that are legal persons use the electronic Suomi.fi authorization, registration requires a strong electronic authentication of the authorized person by using a bank ID or mobile certificate;
• by regular mail to Euroclear Finland Oy, General Meeting/SSH Communications Security Corporation, PB 1110, 00101 Helsinki, Finland; or
• by email to yhtiokokous@euroclear.com.

In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information, including name, date of birth/personal ID number or business ID, address, phone number and email address as well as the name and date of birth/personal ID number of potential proxy representatives. The personal data given to the Company by shareholders and proxy representatives is only used in connection with the Extraordinary General Meeting and with the processing of related necessary registrations.

2. Proxy Representatives and Powers of Attorney

A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative may also choose to vote in advance in the manner described in this notice. A proxy representative must produce a dated proxy document or otherwise, in a reliable manner, demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. If a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.

Proxy documents and advance voting forms should be delivered to one of the addresses referred to in Section C.1 before the last date for registration and advance voting, by which time the documents must be received. In addition to the delivery of proxy documents and advance voting forms, a shareholder or its proxy representative shall also ensure that registration has been completed in accordance with the above.

Shareholders can also use the electronic Suomi.fi authorization service for the purposes of authorising a proxy representative. In this case, the shareholder authorizes an assignee nominated by it in the Suomi.fi service at suomi.fi/eauthorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself/herself with strong electronic authentication in Euroclear Finland Oy's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal bank IDs or a mobile certificate. More information on suomi.fi/e-authorizations.

3. 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 Extraordinary General Meeting, i.e. on 28 July 2025, would be entitled to be registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy.

In addition, the right to participate in the Extraordinary General Meeting requires that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy based on these shares at the latest by 4 August 2025 at 10.00 a.m. As regards nominee registered shares, this constitutes due registration for the Extraordinary General Meeting. Changes in shareholdings that occur after the record date do not affect the right to participate in the Extraordinary General Meeting or the shareholders’ voting rights.

A holder of nominee registered shares is advised to request, in good time, the necessary instructions regarding the temporary registration in the Company’s shareholders’ register, the issuing of proxy documents and voting instructions, registration for the Extraordinary General Meeting as well as advance voting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, to be temporarily entered in the Company’s shareholders’ register at the latest by the time stated above and see to the voting in advance on behalf of a holder of nominee registered shares before the due date for the registration. More information is available on the Company’s website at https://www.ssh.com/investors/annual-general-meeting.

4. Participation Instructions

Shareholders who have the right to participate in the Extraordinary General Meeting will participate and exercise their power of decision in full and in real time during the meeting using telecommunication connection and technical means. Shareholders may exercise their right to request information during the meeting orally by using their microphone.

A remote connection to the Extraordinary General Meeting will be arranged via the online general meeting service provided by Euroclear Finland Oy, which includes a video and audio connection to the Extraordinary General Meeting. Participating in the remote meeting does not require paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound reproduction and a microphone for asking questions or addresses. To participate, it is recommended to use the latest versions of the most common browser programs in use (Google Chrome, Microsoft Edge, Mozilla Firefox or Apple Safari).

The participation link, username and password for remote participation will be sent by e-mail to the email address provided during registration after the expiry of the registration period and no later than two days before the meeting. It is recommended to test the network connection and log into the meeting system in good time before the start of the meeting.

Shareholders who have voted in advance can also participate in the Extraordinary General Meeting via the remote connection. The votes cast in advance will be taken into account in the resolution of the Extraordinary General Meeting, regardless of whether such shareholders participate in the Extraordinary General Meeting remotely or not. Shareholders participating in the meeting remotely will be able to change their advance votes during the meeting, should a vote take place.

Further information regarding the general meeting service, additional instructions for proxies representing several shareholders, contact details of the service provider and instructions in case of potential disruptions in the functioning of the service will be available on the Company’s website at https://www.ssh.com/investors/annual-general-meeting. Shareholders are recommended to familiarize themselves with the detailed instructions prior to the start of the Extraordinary General Meeting.

5. Voting in advance

Shareholders with a Finnish book-entry account may vote in advance on certain agenda items 6–9 of the Extraordinary General Meeting during the period from 2 July 2025 at 9.00 a.m. (EEST) until 31 July 2025 at 4.00 p.m (EEST).

Advance voting can be done in the following ways:

• electronically by utilizing Euroclear’s electronic general meeting service accessible at https://egm.apk.fi/eGM/gm/16574910080_en. Voting in advance electronically requires strong electronic identification with a bank ID or mobile certificate for natural persons and business ID and the book-entry account number for legal persons;
• by sending the advance voting form available on the Company’s website or corresponding information to the Company by email to yhtiokokous@euroclear.com; or
• by regular mail to Euroclear Finland Oy, General Meeting/SSH Communications Security Corporation, PB 1110, 00101 Helsinki, Finland.

The advance voting form and instructions relating to the advance voting will be available on the Company’s website at https://www.ssh.com/investors/annual-general-meeting no later than 2 July 2025.

If a shareholder participates in the Extraordinary General Meeting by voting in advance in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the Extraordinary General Meeting, provided that all information required for registration and advance voting is duly provided. No other notification of participation is required for the Extraordinary General Meeting.

A shareholder who has voted in advance cannot request information under the Finnish Companies Act or request a vote at the Extraordinary General Meeting if they or their proxy representative is not present at the Extraordinary General Meeting using telecommunications and technical means. With regards to holders of nominee registered shares, the advance voting is performed via the account management organization. The account management organization may vote in advance on behalf of the holders of nominee registered shares it represents, in accordance with the voting instructions provided by them, during the advance voting period for holders of nominee registered shares. An agenda item subject to advance voting, is considered to have been presented unchanged to the Extraordinary General Meeting. Conditions related to the electronic advance voting and other related instructions are available on the Company’s website at https://www.ssh.com/investors/annual-general-meeting.

6. Other Instructions and Information

The meeting language of the Extraordinary General Meeting is Finnish.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary General Meeting via the remote connection has the right to request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the record date do not affect the right to participate in the Extraordinary General Meeting nor the number of voting rights.

On the date of publication of this notice, the Company has 40,968,031 shares and votes.

Helsinki, 1 July 2025

SSH Communciations Security Corporation

The Board of Directors

For further information:
Michael Kommonen, CFO, tel. +358 40 183 5836, email Michael.Kommonen@ssh.com
Markku Karppi, General Counsel, tel. +358 50 586 0552, email markku.karppi@ssh.com

Distribution:
Nasdaq Helsinki Ltd.
Major media
www.ssh.com

Attachments
Notice To EGM

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