STOCK EXCHANGE RELEASE OF SSH COMMUNICATIONS SECURITY CORP. February 21st 2008 at 10.00 a.m. THE ANNUAL GENERAL MEETING OF THE SSH ON MARCH 27TH 2008 SHALL DEAL WITH THE FOLLOWING MATTERS: The Annual General Meeting of SSH Communications Security Corp. is held on Thursday March 27th 2008 from 5.00 p.m. in the head office of the company (Valimotie 17, 00380 Helsinki). In addition to the matters defined in the Finnish Companies Act and in the Section 12 of the SSH Articles of Association, also other hereafter mentioned matters will be dealt in the Annual General Meeting: 1. Matters that according to the Finnish Companies Act and Section 12 of the SSH Articles of Association belong to the Annual General Meeting: - The financial statement, annual report, consolidated financial statements and auditor's report will be presented. - The financial statement and consolidated financial statements will be confirmed. - On the discharging from liability for the directors and CEO will be decided. - On the number of the directors in the Board of Directors and on the fees for the directors and the auditor will be decided. - The directors and the auditor will be chosen. 2. Authorizing the Board of Directors to decide on the dividend distribution and/or on the distribution of assets from the invested unrestricted equity fund and on the resultant changes to be made to the company's option plans The Board of Directors proposes to the Annual General Meeting that the Board of Directors would be authorized to decide on the dividend distribution and/or on the distribution of assets from the invested unrestricted equity fund to shareholders so that by virtue of the authorization assets can be distributed in total a maximum of 0.15 euro per share. The Board of Directors proposes that the maximum amount of the distribution according to the authorization would be in total 4,350,000.00 euro and that the authorization would be valid until December 31st 2008. Relating to the authorization about the distribution of the assets, the Board of Directors proposes to the Annual General Meeting that the Board of Directors would at the same time be authorized to lower the share subscription price of the stock options, which can be subscribed and which belong to the option plans released by the company between years 2000 and 2003, at an amount which equates the distribution of the assets, or a maximum of 0.15 euro per each stock option. The company has appealed a preliminary ruling defined in the Section 45 of the Finnish Prepayment Act concerning the distribution of the assets and especially the tax treatment of the distribution of the invested unrestricted equity. At the time when this proposal has been made the Board of Directors hasn't been aware when a legally valid preliminary ruling will be reached in this matter. The purpose of the authorization to be given to the Board of Directors is to ensure that the distribution of the company's assets is carried through, depending on the preliminary ruling, to the advantage of the company and its shareholders. 3. Amending the SSH Articles of Association The Board of Directors proposes to the Annual General Meeting the amending of the Articles of Association of the company as follows: - Section 3 of the Articles of Association concerning minimum and maximum share capital shall be deleted. - The mentions in Section 5 of the Articles of Association about the possibility to choose personal deputy members and about the quorum of the Board of Directors shall be deleted as unnecessary. - The wordings in Section 7 of the Articles of Association concerning authorization to sign for the company shall be amended to correspond to the terminology in the new Finnish Companies Act from September 1st 2006. - The maximum time defined in Section 11 of the Articles of Association concerning the time for the notice of meeting shall be extended to three months before the Annual General Meeting. - Section 12 of the Articles of Association concerning the Annual General Meeting shall be amended to correspond to the new terminology in the new Finnish Companies Act and the mentions concerning the relations to the group of companies shall be added. - The regulation in Section 13 concerning the book-entry account of the Articles of Association shall be simplified and Section 14 concerning the record date procedure shall be deleted. - The numerical order of the Sections of the Articles of Association shall be changed to correspond to the changes mentioned above. 4. Proposal by the Board of Directors to authorize the Board of Directors to decide on the issuing of shares against payment and on the issuing of stock options and other special rights which authorize to shares The authorization proposed to by the Board of Directors concerns 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, defined in the Chapter 10 Section 1 of the Finnish Companies Act, which authorize to shares either according to the shareholders' pre-emptive right to share subscription or deviating from this right, in one or more tranches. On the grounds of the authorization either new shares can be issued or any SSH shares owned by the company can be transferred. This authorization will give the Board of Directors the same rights as the Annual General Meeting has to decide on new share issues and on any special rights to share subscriptions (including the option rights) defined in the Chapter 10 Section 1 of the Finnish Companies Act. The authorization will be effective until the next Annual General Meeting, but will expire on June 30th 2009. 5. Transferring the share premium reserve to unrestricted equity The Board of Directors proposes to the Annual General Meeting that the company's share premium reserve shall be decreased by transferring all the funds in share premium reserve on the date of the Annual General Meeting to the invested unrestricted equity fund of the company. The amount of the share premium reserve in the balance sheet as per 31 December 2007 was in total 13,172,314.96 euro. The amount of the premium fund has since the balance sheet date increased because of new subscriptions of shares through option rights. After the decrease the amount of the share premium reserve shall be zero and it will be renounced. The decrease in share premium reserve will take effect without compensation, and it will not have effect on the number of the shares, rights carried by the shares, the proportional ownership of the company or in the terms and conditions of the company's option plans. 6. The registration of the share subscription price of the shares to be subscribed on the grounds of option plans emitted in the year 2000 and thereafter The Board of Directors proposes to the Annual General Meeting that of the share subscription price of new shares which will be subscribed on the grounds of the option plans emitted by the company between years 2000 and 2003, the part above par value would in future be registered as a whole to the invested unrestricted equity fund of the company. Composition of the Board of Directors Tatu Ylönen, Assetman Oy and Tero Kivinen representing together more than fifty (50) percent of all votes in the company have announced that they will suggest in the Annual General Meeting that the number of Board members would be five (5) and that Mr. Tomi Laamanen, Mr. Timo Ritakallio and Mr. Tatu Ylönen would be re-elected and Mr. Pyry Lautsuo and Mr. Juha Mikkonen would be elected as new members to the Board of Directors. Dividend and other distribution of the assets The Board of Directors doesn't propose any dividend to be distributed but will in the ways mentioned above in the paragraph 2 propose to the Annual General Meeting that the Board of Directors would be authorized to decide on the dividend distribution and/or on the distribution of the assets from the invested unrestricted equity fund of the company. Right to attend to the Meeting A shareholder who is not later than on Monday March 17th 2008 registered as a shareholder in the shareholders' register held by Finnish Central Securities Depository Ltd. has the right to attend to the Meeting. A foreign shareholder holding nominee-registered shares can on March 17th 2008 be temporarily registered in the shareholders' register in order to give him/her the right to attend to the Meeting. The administrators of one's property shall on request report the foreign shareholders holding nominee-registered shares into the shareholders' register which will be drawn up for the Annual General Meeting. Notice to attend A shareholder who according to the above mentioned has the right to attend to the Annual general Meeting and who wants to use his/her vote there shall give notice to attend to the Meeting not later than on Thursday March 20th 2008 at 4.00 p.m. A shareholder shall give notice to attend to the Meeting either by letter to SSH Communications Security Corp, Erja Salo, room 3002, Valimotie 17-19, 00380 Helsinki or by telefax to number +358 20 500 7011 or by e-mail to address erja.salo@ssh.com. Potential proxies are requested to be submitted concurrently with the preliminary enrollment. The financial statements, proposals by the Board of Directors and other documents to be displayed for public inspection according to the Finnish Companies Act shall be kept available for the shareholders' inspection on the company's, SSH Communication Security Corp, website at www.ssh.com as well as in the company's head office at the address Valimotie 17, 00380 Helsinki, in room 3002, for the week preceding the Annual General Meeting. The invitation to the Annual General Meeting will be published in the Helsingin Sanomat newspaper on Sunday March 9th 2008. From that day on, the invitation is also published on the website of SSH Communications Security Corp at www.ssh.com. In Helsinki on February 21st 2008 The Board of Directors Contact information: Arto Vainio, CEO, tel. +358 20 500 7400 Mika Peuranen, CFO, tel. +358 20 500 7419 Distribution: OMX Nordic Exchange Helsinki Oy Major Media www.ssh.com
The Board of Directors of SSH calls the Annual General Meeting on March 27th 2008
| Source: SSH Communications Security Oyj