Corporate governance

Articles of association

1 Trade Name of the Company

The trade name of the company is F-Secure Oyj, in English F-Secure Corporation.

2 Registered Office of the Company

The registered office of the company is Helsinki.

3 Field of Operation of the Company

The company’s line of business is to design, manufacture, publish and provide products, including without limitation hardware and software products, and services relating in each case to information technology and cyber security, and to carry out import and export of any of the above or any equipment related to any of the above. The company may also trade in securities.

4 Book-entry securities system

The shares in the company are included in the book-entry securities system.

5 Board of Directors

The company’s board of directors consists of a minimum of three and a maximum of seven members. The term of office of the members of the board of directors expires at the end of the first annual general meeting following their election.

6 Managing Director

The company has a managing director appointed by the board of directors.

7 Auditor

The company has an auditor that must be an audit firm as referred to in the Finnish Auditing Act. The term of office of the auditor expires at the end of the first annual general meeting following the election.

8 Representation

The board of directors shall represent the company. The right to represent the company may also be exercised by any two members of the board of directors acting together, and the chairperson of the board of directors and the managing director each individually. The board of directors may grant the right to represent the company or procuration
rights to one or more designated persons.

9 Notice to Convene a General Meeting and Advance Registration for the Meeting

The notice to convene a general meeting shall be delivered to the shareholders by publishing the notice on the company’s website. In order to attend a general meeting, a shareholder must notify the company thereof by registering for the meeting no later than on a date and at a time determined by the board of directors and stated in the notice convening the meeting.

10 Place of a General Meeting

In addition to the company’s domicile, a general meeting may be held in Espoo or Vantaa.
The Board of Directors may resolve on organising the General Meeting without a meeting venue whereby the shareholders exercise their decision-making power in full in real time during the meeting using telecommunication connection and technical means.

11 Annual General Meeting

The annual general meeting shall be held within a period of six months from the end of the financial period, on a date and at a time determined by the board of directors.

The annual general meeting shall be presented with:

(a) the financial statements, which include the consolidated financial statements,
and the annual report, and
(b) the auditor’s report,

decide on:

(c) the adoption of the financial statements,
(d) the measures for which the profit or loss shown on the balance sheet gives
reason,
(e) the discharge of the members of the board of directors and the managing
director from liability,
(f) the number of members of the board of directors, and
(g) the remuneration of the members of the board of directors and the auditor,

elect:

(h) the members of the board of directors and
(i) the auditor, and

attend to:

(j) any other matters included in the notice convening the meeting.