0EIE F-secure Oyj

WithSecure Corporation announces intention to offer new shares to institutional investors

WithSecure Corporation: Stock exchange release 23 March 2022, at 18:30 EET

WithSecure Corporation - Inside information

 WithSecure Corporation announces intention to offer new shares to institutional investors

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, SINGAPORE, HONG KONG, SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

• WithSecure Corporation intends to offer new shares to raise preliminarily approximately up to EUR 88 million
• Accelerated book-building process to commence immediately
• Proceeds to be used to finance the implementation of the growth strategy relating to WithSecure Corporation’s corporate security business

WithSecure Corporation (“WithSecure” or the “Company”, previously known as F-Secure Corporation) intends to offer preliminarily up to 15,800,000 new shares in the Company (“Shares”) to a number of institutional investors in a directed share issue in deviation from the shareholders’ pre-emptive rights (“Offering”). The preliminary maximum number of Shares offered in the Offering corresponds to approximately 9.9 per cent of all of the shares and votes of the Company immediately prior to the Offering. The Offering is carried out on the basis of the authorisation granted to the Board of Directors by the Annual General Meeting 16 March 2022. By the Offering, it is possible to raise a meaningful amount of equity financing in an accelerated time schedule and in a cost-efficient manner. According to the assessment of the Board of Directors, the terms of such financing will be more beneficial than the terms that would otherwise be available. Therefore, there are weighty financial reasons for deviating from the shareholders’ pre-emptive subscription right.

The Company intends to use the proceeds from the Offering to finance the implementation of the growth strategy relating to its corporate security business.

The Offering will be carried out subject to the fulfilment of certain terms, organized by Carnegie Investment Bank AB, Finland Branch in an accelerated book-building process in which selected institutional investors may submit bids for the Shares. The subscription price of the Shares will be determined by the bids received in the accelerated book-building process. The book-building will commence immediately and is expected to end by 9.00 p.m. EET on 23 March 2022 at the latest. Book-building can be discontinued or extended at any time during the book-building process. After the close of the book-building process, the Board of Directors of WithSecure shall make the decision on the Offering, including acceptance of the received bids, the number of Shares issued and the subscription price of the Shares. The final amount and subscription price of issued Shares will be published after the close of the book-building process.

The Shares are expected to be entered in the Finnish Trade Register approximately on 25 March 2022, and trading of the Shares is expected to commence on Nasdaq Helsinki Ltd together with the Company’s existing shares on or about 28 March 2022 provided that the Offering will be completed and Nasdaq Helsinki Ltd approves the Company’s listing application. The Shares will rank pari passu in all respects with the existing shares of the Company once they have been entered in the Finnish Trade Register.

In connection with the Offering, WithSecure has entered into a lock-up undertaking with Carnegie Investment Bank AB, Finland Branch, under which WithSecure has, subject to certain customary exceptions, agreed not to issue or sell any Shares in WithSecure for a period commencing after the closing of the Offering and continuing until 31 December 2022. Notwithstanding the lock-up undertaking, WithSecure may propose to its shareholders the approval of the demerger plan announced by the Company on 17 February 2022 and take any other measures necessary for the consummation of the contemplated partial demerger. In addition, the Company’s largest shareholder Risto Siilasmaa has agreed not to sell any shares in WithSecure for a period of 180 days after the closing of the Offering.

Carnegie Investment Bank AB, Finland Branch acts as the Sole Global Coordinator, Bookrunner and Manager of the Offering.

WithSecure Corporation

Board of Directors

Additional information:

Juhani Hintikka, CEO, WithSecure Corporation, tel. +358 50 364 7802,

Tom Jansson, CFO, WithSecure Corporation, tel. +358 40 700 1849

Distribution

Nasdaq Helsinki LtdMain mediahttps://www.withsecure.com/en/about-us/investor-relations

Important notice

Carnegie Investment Bank AB, Finland Branch (“Carnegie”) is acting exclusively for the Company and no one else and they will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the Offering. Carnegie will not be responsible to anyone other than WithSecure for providing the protections afforded to their respective clients and will not give advice in relation to the Offering or any transaction or arrangement referred to herein. Carnegie assumes no responsibility for the accuracy, completeness or verification of the information set forth in this release and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they may otherwise be found to have in respect of this release. Nothing contained in this release is, or shall be relied upon as, a promise or representation as to the past or the future.

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Singapore, Hong Kong, South Africa or Japan. This release does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the Offering in the United States or to conduct a public offering of securities in the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

The issue, exercise or sale of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. WithSecure assumes no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This release and the Offering are only addressed to and directed at persons in member states of the European Economic Area (each a “Relevant State”) who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Qualified Investors. This release should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors. For the purposes of this release, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to any offering of the Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Carnegie as Lead Manager, will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.