F-Secure Corporation: Notice to the Annual General Meeting


Stock exchange release 
March 1st, 2010

Notice is given to the shareholders of F-Secure Oyj to the Annual General
Meeting to be held on Wednesday, March 24, 2010 at 4.00 p.m. at HTC Ruoholahti,
Tammasaarenkatu 3, 00180 Helsinki. The reception of persons who have registered
for the meeting and the distribution of voting tickets will commence at 3.30
p.m. 

A. Matters on the agenda of the general meeting

At the general meeting, the following matters will be considered:

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 adoption of the list of votes
6. Presentation of the annual accounts, the report of the board of directors
and the auditor's report for the year 2009 
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.06 per share be paid to those shareholders that on the record date of
March 29, 2010 are registered in the Register of Shareholders held by Euroclear
Finland Ltd. The dividend would be paid on April 8, 2010. 
Further the Board of Directors proposes to the General Meeting that Board is
authorized to grant during year 2010 no more than EUR 100 000 to support
activities of universities and colleges. 

9. Resolution on the discharge of the members of the board of directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the board of directors

The Board of Directors' Executive Committee proposes to the Annual General
Meeting that annual remuneration of the Board members would be in the previous
year's level as follows: Chairman EUR 55,000, Chairman of committees EUR 40,000
and other members EUR 30,000. Approximately 40% of the annual remuneration
would be paid as company shares. 

11. Resolution on the number of members of the board of directors

The Executive Committee proposes to the Annual General Meeting that the number
of board members would remain at six (6). 

12. Election of members of the board of directors

The Executive Committee proposes that Sari Baldauf, Pertti Ervi, Juho Malmberg
and Risto Siilasmaa will continue as members of the Board of Directors and Anu
Nissinen and Jussi Arovaara be elected as new members to the Board for a term
that will continue until the closing of the next Annual General Meeting. Alexis
Sozonoff, who has served as member of Board since 2004 and Marko Ahtisaari, who
has served as member of Board since 2007, have informed the Committee that they
will not stand for re-election to the Board at the Annual General Meeting 2010.
The candidates have given their consent to the election. The candidates'
personal details will be available on the company's website at www.f-secure.com
under Company, Investor Relations, General Meetings. 

13. Resolution on the remuneration of the Auditor

The Board of Directors' Audit Committee proposes that auditors' fee would be
paid against approved invoice. 

14. Election of Auditor

The Audit Committee proposes that Ernst & Young Oy would be re-elected as
Auditor. 

15. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares 

The Board of Directors proposes that the Board of Directors may pass a
resolution to purchase a maximum of 13.000.000 of the Company. The proposed
amount represents approximately 8.3% of all the shares issued by the Company.
The authorization would be valid for one year. The authorization covers the
purchase of shares through public trading on the NASDAQ OMX Helsinki Ltd. in
accordance with its rules or through a public tender offer made to the
shareholders of the Company. The consideration payable for the shares shall be
based on the market price. In purchasing of the Company's own shares
derivative, share lending and other contracts customary to the capital markets
may be concluded pursuant to law and applicable legal provisions. The
authorization entitles the Board of Directors to pass a resolution to purchase
the shares by deviating from the shareholders' pre-emptive rights (directed
purchase) subject to the provisions of the applicable law. The own shares will
be purchased to be used for making acquisitions or implementing other
arrangements related to the Company's business, to improve the Company's
financial structure, to be used as part of the incentive compensation plan or
for the purpose of otherwise assigning or cancelling the shares. The Board of
Directors shall have the right to decide on other matters related to the
purchase of the Company's own shares. 

16. Authorizing the Board of Directors to decide on the transfer of own shares 

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide on a transfer of a maximum of 15.500.000 own
shares of the Company either against consideration or without payment. The
authorization would be valid for one year. The Board of Directors is authorized
to transfer the shares in deviation from the shareholders' pre-emptive rights
(directed transfer) subject to the provisions of the applicable law. The shares
may be transferred as a consideration to finance acquisitions or in other
arrangements and used as part of the equity-based incentive plans of the
Company as decided by the Board of Directors. The Board of Directors shall also
have the right to sell the shares through public trading on the NASDAQ OMX
Helsinki Ltd. The Board of Directors shall have the right to decide on other
matters related to a transfer of own shares. 

17. Authorizing the Board of Directors to decide on the issuance of shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the issuance of shares. The amount of
shares to be issued based on this authorization shall not exceed 40.000.000
shares. Board of Directors decides on all the conditions of the issuance of
shares. The authorization concerns both the issuance of new shares as well as
the transfer of treasury shares. The issuance of shares may be carried out in
deviation from the shareholders' pre-emptive rights (directed issue). The Board
of Directors proposes that the authorization is valid for 18 months. In
connection with registering this authorization, the authorization by the AGM
2009 for a directed share issue shall be reversed. 

18. Closing of the meeting

B. Documents of the general meeting

The proposals of the board of directors and its committees relating to the
agenda of the general meeting as well as this notice are available on F-Secure
Oyj's website at www.f-secure.com under Company, Investor Relations no later
than March 3, 2010. The annual report of F-Secure Oyj, including the company's
annual accounts, the report of the board of directors and the auditor's report,
is available on the above-mentioned website no later than March 3, 2010. The
proposals of the board 
of directors and the annual accounts are also available at the meeting. Copies
of these documents and of this notice will be sent to shareholders upon
request. The minutes of the meeting will be available on the above-mentioned
website no later than April 7, 2010. 

C. Instructions for the participants in the general meeting

1. The right to participate and registration

Each shareholder, who is registered on March 12, 2010 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company. A shareholder, who wants to participate
in the general meeting, shall register for the meeting no later than March 19
at 10 a.m. Finnish time by giving a prior notice of participation. Such notice
can be given: 

a) by e-mail agm@f-secure.com;
b) by telephone +358 9 2520 4800; on working days between 9 a.m to 4 p.m.
Finnish time 
c) by telefax +358 9 2520 5001 or
d) by regular mail to F-Secure Corporation, Reception/AGM, Tammasaarenkatu 7,
PL 24, 00180 Helsinki, Finland. 

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting. 

2. Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the general meeting.
When a shareholder participates in the general meeting by means of several
proxy representatives representing the shareholder with shares at different
securities 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 should be delivered in originals to
the above mentioned address before the last date for registration. 

3. Holders of nominee registered shares

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholder's register
of the company, the issuing of proxy documents and registration for the general
meeting from his/her custodian bank. The account management organization of the
custodian bank will register a holder of nominee registered shares, who wants
to participate in the general meeting, to be temporarily entered into the
shareholders' register of the company held by Euroclear Finland at the latest
before March 19, 2010 at 10 a.m. Finnish time. A holder of nominee registered
shares is advised to request necessary instructions regarding the registration
in the shareholder's register of the company, the issuing of proxy documents
and registration for the general meeting from his/her custodian bank. 

4. Other information

On the date of this notice to the general meeting March 24, 2010 the total
number of shares in F-Secure Oyj is 157 469 243 shares. Every share has one
vote. 

Helsinki, February 18, 2010

F-Secure Oyj
Board of Directors