REMUNERATION STATEMENT. F-Secure Corporation

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1 REMUNERATION STATEMENT F-Secure Corporation 12 May 2014

2 Table of Contents Review of compensation arrangements of the Board of Directors and the Leadership Team... 3 Board of Directors... 3 Remuneration of the Board of Directors... 3 Decision making processes and key principles of rewarding considering the CEO and other Leadership Team members... 3 Chief Executive Officer... 4 Fixed Remuneration... 4 Base Salary (Monthly Fixed Pay)... 4 Fringe Benefits... 4 Terms of notice for the CEO... 4 Variable compensation... 4 Short term incentive (STI) plans... 5 Pension... 5 Long term incentive programs... 5 Share based incentive programs... 5 Synthetic options... 6 Total Remuneration of the CEO and Leadership Team Members... 7 Current share holdings of the CEO and other members of the Leadership Team... 8 Compensation of the Board of Directors / 8

3 Review of compensation arrangements of the Board of Directors and the Leadership Team Board of Directors The number of Board members is seven (7). The current members: Mr. Jussi Arovaara, Mr. Pertti Ervi, Mr. Juho Malmberg, Ms. Anu Nissinen, Mr. Matti Heikkonen and Mr. Risto Siilasmaa (Chairman) were re-elected. Mr. Peter Westerbacka was elected as a new member of the Board of Directors. Remuneration of the Board of Directors Remuneration of the Board members is decided annually in the Annual General Meeting. It was decided in the AGM that the annual compensation remains on the previous year's level. Approximately 40% of the annual remuneration will be paid as company shares. Position in the BoD Compensation paid in cash (1000 ) Compensation paid as shares (1000 ) Total annual remuneration Chairman Committee chairman Member The current share holdings of the Board members can be found here: Decision making processes and key principles of rewarding considering the CEO and other Leadership Team members The compensation of the CEO and other members of the Leadership Team consists of base salary, benefits, short-term incentives and long-term incentives. Leadership team target total remuneration 44 % 33 % 1 % 22 % LTI STI Benefits Fixed Pay 3 / 8

4 The CEO and other members of the Leadership Team are entitled to receive a performance based rewards which are paid based on achievements in specific financial and operative criteria set by the BoD for About half of the total compensation of the CEO and other members of the Leadership Team is paid as fixed monthly salary and the rest consists of short and long term incentives and fringe benefits. Chief Executive Officer The Board of Directors nominates the Chief Executive Officer and decides on his/her remuneration and benefits. Mr. Christian Fredrikson has acted as the Chief Executive Officer since 16th of January Fixed Remuneration The fixed remuneration on the CEO and other members of the Leadership Team consists of base salary and fringe benefits. The CEO of other members of the Leadership Team do not receive any additional compensation for their work in the Leadership Team or for acting in other decision making bodies of the Corporation. Base Salary (Monthly Fixed Pay) Base salaries of the CEO and other members of the Leadership Team are decided by the BoD. Changes to Leadership Team members salaries are proposed by the CEO and changes to CEO s base salary are proposed by the Executive Committee. Fringe Benefits Fringe Benefits of the CEO and other members of the Leadership Team are decided by the BoD. Changes to CEO s or Leadership Team Mebers Fringe Benefits are proposed by the Executive Committee. CEO and other members of the Leadership team have same taxable (car, mobile phone and lunch benefit) and non-taxable fringe benefits which the company offers to its employees in Finland. Terms of notice for the CEO The period of notice for the CEO is six months on CEO s and on the Company s side. Possible termination of CEO s contract does not include any other compensation. Variable compensation The variable compensation of the CEO and other members of the Leadership Team consists of short term incentives and long term incentive programs. The BoD decides on the terms and conditions, the earning criteria and the payment of the rewards from the plans. F-Secure Corporation has two separate share based incentive plans in force directed for the key employees of the Corporation. 4 / 8

5 Short term incentive (STI) plans The target reward for the CEO is 50% of his annual base salary. The target reward of the other members of the Leadership Team is 30% of their annual base salary. The maximum reward for the CEO is 100% of his annual base salary. The maximum reward for other Leadership Team members is 60% of their annual base salary. Pension Pension arrangements of the CEO and other members of the Leadership Team are decided by the BoD. Pension accumulation and retirement age of the CEO and other members of the Leadership Team correspond to the terms of the Finnish Pension Act (TEL). Long term incentive programs The purpose of F-Secure s share based and synthetic option programs is to support company s strategy by aligning the interests of the shareholders and the key employees in order to increase the value of the company and to commit the key employees to the company. Share based incentive programs F-Secure Corporation has two share based incentive programs in force for its key employees. The share-based incentive programs have been established as part of the key employee incentive and retention systems inside F-Secure Corporation. Their objectives are to reward selected employees for good performance which supports the Company s strategy, to further tie key contributors to F-Secure and to form part of a competitive incentive package. The purpose of the incentive programs is also to direct these employees attention to achieving the Company s financial targets and increasing the Company s longer term shareholder value. Share Based Incentive Program The Share Based incentive program was established in March The duration of the plan is five years and it comprises of three earning periods each lasting three years. The possible rewards will be paid as F-Secure shares and cash to cover taxes. The maximum total reward of the entire program is shares and a cash payment corresponding to the registration date value of the shares. The shares will be bought from the market and transferred to the participants entitled to the reward. 5 / 8

The participants in the share-based incentive program are recommended not to sell more than 50% of the received shares and to cumulate the shares from the incentive programs until the value of the

6 The participants in the share-based incentive program are recommended not to sell more than 50% of the received shares and to cumulate the shares from the incentive programs until the value of the shares received from the share programs equals the annual gross base salary of the employee. Share Based Incentive Program The Share Based incentive program was established in April The duration of the plan is five years and it comprises of three earning periods each lasting three years. Program ends 31 December The possible rewards will be paid as F-Secure shares and cash to cover taxes. The maximum total reward of the entire program is shares and a cash payment corresponding to the registration date value of the shares. The shares will be bought from the market and transferred to the participants entitled to the reward. The participants in the share-based incentive program are recommended not to sell more than 50% of the received shares and to cumulate the shares from the incentive programs until the value of the shares received from the share programs equals the annual gross base salary of the employee. Synthetic options F-Secure Corporation has established synthetic option-based incentive program for its key employees. The duration of a Synthetic option based incentive program is five years. It includes three earnings periods each lasting for three years. The initial value of each synthetic option is the volume weighted average price of F-Secure share between October and December before the commencement of each earning period. The vesting price is the volume weighted average price in the period from September to November at the end of the earning period. Synthetic option-based incentive program The Board of Directors has established a synthetic option-based incentive program for its key employees. The purpose of the program is to support company s strategy by aligning the interests of the shareholders and the key employees in order to increase the value of the company and to commit the key employees to the company. Metrics for each earnings period is the F-Secure share price development. The program entitles participants a possibility to receive a cash reward which is based on the share price development of F-Secure share during the earning period. 6 / 8

Leadership team target total remuneration Leadership team actual total remuneration

7 Total Remuneration of the CEO and Leadership Team Members In 2013 Total remuneration of CEO and other Members of the Leadership Team was euros. Leadership team target total remuneration Leadership team actual total remuneration % 1 % 22 % 33 % 65 % 26 % 1 % 8 % LTI STI Benefits Fixed Pay LTI STI Benefits Fixed Pay 7 / 8

Current share holdings of the CEO and other members of the Leadership Team Information about the current holdings of F-Secure shares of the CEO and other Leadership Team members is available on the

8 Current share holdings of the CEO and other members of the Leadership Team Information about the current holdings of F-Secure shares of the CEO and other Leadership Team members is available on the Company s web site: Compensation of the Board of Directors Remuneration of the Board members is decided annually in the Annual General Meeting. The planned annual compensation for the Board Members in 2013 was: - Chairman of the Board: EUR Chairmen of Executive and Audit Committees: EUR Board member: EUR Approximately 40% of the annual remuneration was to be paid as company shares. 8 / 8

REMUNERATION STATEMENT

REMUNERATION STATEMENT F-Secure Corporation 1 June 2017 Table of Contents Board of Directors and Compensation of the Board of Directors... 3 Members of the Board of Directors... 3 Remuneration of the Board