Regulatory press release

Proposals of F-Secure Board’s Personnel and Nomination Committee to the Annual General Meeting 2025 for the composition and remuneration of the Board of Directors – Roxana Diaconescu and Cornelia Schaurecker proposed as new members

F-Secure Corporation Stock Exchange Release 10 January 2025 at 9:00 am EET

The Board’s Personnel and Nomination Committee proposes to the Annual General Meeting scheduled for 1 April 2025 that the Board of Directors consists of a total of six members and that the following persons be elected as members of the Board of Directors for a term expiring at the end of the Annual General Meeting 2026:

Pertti Ervi, Petra Teräsaho and Tommi Uitto are proposed to be re-elected as members.

Proposed to be elected as new members: Roxana Diaconescu and Cornelia Schaurecker.

Roxana Diaconescu (b. 1974) is an experienced technology leader with over 25 years of experience scaling products and teams across a variety of industries, including enterprise and consumer technology platforms, on-premise and SaaS solutions, and B2B and D2C operating models. She has experience working in companies across cultures and geographies, and she has worked for many modern pioneering companies in Silicon Valley, including Yahoo, Expedia, Uber and Meta (Facebook). Roxana Diaconescu is a Romanian citizen and currently lives in the UK.

Roxana Diaconescu brings significant expertise in building and managing complex IT systems, a critical component of our strategy to serve the world’s largest operators.

Cornelia Schaurecker (b. 1977) is a visionary leader in AI, big data, as well as digital and cloud/IT technology. She has over 24 years of experience in digital transformation and information technology in the automotive/mobility, telecommunications and private equity sectors, and has held strategic advisory roles at companies such as Bain, Capgemini, Airbus and AI scaleups. Cornelia Schaurecker is an Austrian citizen.

In her most recent role as Global Group Director of Big Data and AI at Vodafone Group, where she drove decisive business impact through AI, big data products and cloud/automation and built and implemented the global big data & AI strategy, providing her with deep insight into the international operations and mindsets of our key target group, Tier 1 operators. Cornelia Schaurecker brings significant expertise in AI, big data and customer related product and service innovation to the Board, complemented by her strong IT background (including serving as BMW Group’s Vice President of EMEA). She also has prior board experience and a solid understanding of finance and strategy.

Of the current members, Thomas Jul and Risto Siilasmaa have informed that they are not available for re-election to the Board.

F-Secure founder Risto Siilasmaa sums up: "F-Secure has been a defining part of my professional life and will always hold a special place in my heart. While I’ll continue to support the company and cheer for its success, I’ve decided not to stand for re-election to the board.

This was not an easy decision, but with my responsibilities expanding — I currently serve on eight boards and am preparing to join two more — it’s time to focus on new opportunities and ensure I can give each organization the attention it deserves.

I’m confident F-Secure is in great hands, with a clear vision, strong leadership, and a talented board. Its best days are yet to come, and I look forward to its continued success."

One member of the Board of Directors is proposed to be elected from among F-Secure personnel. This Board member candidate will be announced later.

For more information of the new proposed Board members will be available on F-Secure's investor website in the Annual General Meeting materials.

All candidates have given their consent to the election. All the board member candidates are independent of the Company’s major shareholders. All candidates are independent of the Company with the exception of the candidate to be elected from among the personnel, who is an employee of the Company.

Resolution on the remuneration of the members of the Board of Directors

The Personnel and Nomination Committee proposes to the Annual General Meeting that the following annual remuneration be paid to the members of Board of Directors to be elected at the Annual General Meeting:

EUR 80,000 annually for the Chair of the Board of Directors;
EUR 38,000 annually for the external members of the Board of Directors;
EUR 12,667 for members employed by F-Secure;
EUR 10,000 additional remuneration for the Audit Committee Chair;
EUR 4,000 additional remuneration for the Personnel and Nomination Committee Chair
EUR 2,000 additional remuneration for the Audit Committee members; and
EUR 2,000 additional remuneration for the Personnel and Nomination Committee members.

The proposed annual fee and the fees for Committee work correspond to the current remuneration, with the exception of the additional remuneration for Personnel and Nomination Committee Chair and members of the Audit Committee and Personnel and Nomination Committee.

The Personnel and Nomination Committee proposes that approximately 40 percent of the remuneration be paid as shares in the Company repurchased from the market or as treasury shares held by the Company. The Company will pay any transfer tax levied on the repurchase of shares. The Company will repurchase the shares or transfer shares held by the Company as treasury shares on the name and on behalf of the members of the Board of Directors.

Further, the Personnel and Nomination Committee proposes that the travel expenses and other costs of the members of the Board of Directors directly related to board work are paid in accordance with the Company’s policy in force from time to time and that each member of the Board of Directors of F-Secure is paid a predetermined travel fee in addition to travel expenses for meetings held outside their country of residence as follows:

A separate meeting fee of EUR 1,000 is paid to the Board members travelling from another country to an on-site meeting within the European continent.
If inter-continental travel is required, the fee is EUR 2,000.
No separate meeting fee will be paid to members of the Board of Directors employed by the Company.

On 13 March 2024, F-Secure Corporation’s Board of Directors resolved to establish a Personnel and Nomination Committee. The Personnel and Nomination Committee prepares material and instructs with issues related to the composition and compensation of the Board of Directors and remuneration of the other members of the top management of the company. The Committee prepares proposals for shareholders related to the Board composition and remuneration. Members of the Personnel and Nomination Committee are Pertti Ervi (chair of the committee), Thomas Jul and Risto Siilasmaa.

Should any of the candidates presented above for any reason not be available for election to

the Board of Directors at the Annual General Meeting, the remaining available candidates

are proposed to be elected in accordance with the proposal by the Personnel and Nomination Committee.

For more information:

Pertti Ervi, Chair of the F-Secure Corporation Board of Directors, Chair of the Personnel and Nomination Committee, tel. +33 6 858 39153

F-Secure in Brief

F-Secure is Finland headquartered and globally operating consumer cyber security company. F-Secure offers award-winning security and privacy products and services that make every digital moment more secure, for everyone. F-Secure operates in over 100 countries, has ~200 Service Provider partners and is the global leader providing security through Communication Service Providers. F-Secure Corporation is listed on Nasdaq Helsinki Ltd. Read more: www.f-secure.com