WithSecure Oyj: Inside information: A consortium formed by CVC and Risto Siilasmaa announces a recommended cash tender offer of EUR 1.70 per share through Diana BidCo Oy to the shareholders of WithSecure Corporation

WithSecure Corporation | Inside Information | 8 August 2025 at 08:30 EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION ENTITLED "IMPORTANT INFORMATION" BELOW.

Inside information: A consortium formed by CVC and Risto Siilasmaa announces a recommended cash tender offer of EUR 1.70 per share through Diana BidCo Oy to the shareholders of WithSecure Corporation

• Diana BidCo Oy to launch a voluntary cash tender offer of EUR 1.70 per share, with the aim to delist WithSecure Corporation following the tender offer.
• An attractive premium of approximately 94.0 percent compared to the volume-weighted average trading price during the twelve-month period and approximately 72.1 percent to the closing price as of 7 August 2025, provides the shareholders of WithSecure Corporation with an opportunity to realize value immediately.
• Risto Siilasmaa, the founder and the Chair of Board of Directors of WithSecure Corporation, has formed a strategic partnership with CVC and unconditionally and irrevocably undertaken to accept the tender offer and re-invest all of his net proceeds in the consortium following the tender offer.
• Risto Siilasmaa and CVC have spent the past year shaping a bespoke partnership built on trust, a shared vision, and the best interest of WithSecure Corporation.
• The transaction is expected to strengthen and accelerate the road to WithSecure Corporation's long-standing goal of becoming Europe's most trusted business cyber security partner.
• The consortium believes that the partnership unlocks new momentum and positions WithSecure Corporation to lead Europe's next era of business cyber security.
• WithSecure Corporation's employees would remain part of an even more ambitious company with a determined will to grow and a high level of innovation.
• The Board of Directors of WithSecure Corporation, represented by a quorum comprising the non-conflicted members of the Board of Directors, welcomes the strategic partnership with CVC and Risto Siilasmaa and has unanimously agreed to recommend that the shareholders of WithSecure Corporation accept the tender offer.

A consortium formed for purposes of the Tender Offer (as defined below) consisting of (i) Diana Master TopCo Lux S.à r.l. (the "CVC Investor"), and (ii) Risto Siilasmaa, the founder and the Chair of the Board of Directors of WithSecure Corporation (together the "Consortium") hereby announces a voluntary recommended public cash tender offer for all the issued and outstanding shares (the "Shares" or, individually, a "Share") in WithSecure Corporation ("WithSecure" or the "Company") (the "Tender Offer"). The shareholders of WithSecure will be offered cash consideration of EUR 1.70 for each Share validly tendered in the Tender Offer (the "Offer Price"). The Tender Offer is made through Diana BidCo Oy (the "Offeror"), which is a private limited liability company incorporated under the laws of Finland that will be indirectly owned by the Consortium.

Shareholders of WithSecure, who in aggregate hold approximately 38.1 percent of the Shares and votes in WithSecure, have irrevocably undertaken to accept the Tender Offer, subject to certain customary conditions.

The Board of Directors of WithSecure, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders of WithSecure accept the Tender Offer.

KEY HIGHLIGHTS AND SUMMARY OF THE TENDER OFFER

• On 8 August 2025, the Offeror and WithSecure entered into a combination agreement (the "Combination Agreement") pursuant to which the Offeror makes the Tender Offer for all the issued and outstanding shares in WithSecure. The CVC Investor and Risto Siilasmaa have formed a Consortium for the purposes of the Tender Offer, which will indirectly own the Offeror following the completion of the Tender Offer.
• The Offer Price is EUR 1.70 in cash for each Share validly tendered in the Tender Offer, subject to adjustments as set out in the section "The Tender Offer in Brief" below.
• The Shares are traded on the official list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki").
• The Offer Price represents a premium of approximately:
  • 72.1 percent compared to the closing price (EUR 0.99) of the WithSecure share on Nasdaq Helsinki on 7 August 2025, the last trading day immediately preceding the announcement of the Tender Offer;
  • 69.8 percent compared to the volume-weighted average price (EUR 1.00) of the WithSecure share on Nasdaq Helsinki during the three-month period prior to and up to 7 August 2025; and
  • 94.0 percent compared to the volume-weighted average price (EUR 0.88) of the WithSecure share on Nasdaq Helsinki during the twelve-month period prior to and up to 7 August 2025.
• The Tender Offer values WithSecure's total equity at approximately EUR 299 million.
• The Board of Directors of WithSecure, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders of WithSecure accept the Tender Offer. The recommendation is supported by a fairness opinion provided by DNB Carnegie Investment Bank AB, Finland Branch ("DNB Carnegie").
• The completion of the Tender Offer is not expected to have any immediate material effects on the operations or assets, the position of the management or employees, or the business locations of WithSecure. However, as is customary, the Offeror intends to change the composition of the Board of Directors of WithSecure after the completion of the Tender Offer.
• Risto Siilasmaa's unconditional and irrevocable undertaking to accept the Tender Offer represents approximately 34.2 percent of all the Shares.
• Irrevocable undertaking to accept the Tender Offer from Varma Mutual Pension Insurance Company represents approximately 3.9 percent of all the Shares and, together with Risto Siilasmaa's undertaking, approximately 38.1 percent of all the Shares.
• The Offeror has secured the required financing to finance the Tender Offer at completion in accordance with its terms, and subsequent compulsory redemption proceedings, if any, in accordance with the Finnish Companies Act (624/2006, as amended, the "Finnish Companies Act"). The Offeror's obligation to complete the Tender Offer is not conditional upon the availability of financing.
• The Offeror expects to publish a tender offer document (the "Tender Offer Document") with detailed information on the Tender Offer on or about 19 August 2025. The offer period under the Tender Offer is expected to commence on or about 20 August 2025, and to expire on or about 1 October 2025, unless the Offeror extends the offer period in order to satisfy the conditions to completion of the Tender Offer. The Tender Offer is currently expected to be completed during the fourth quarter of 2025.
• The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror's announcement of the final results of the Tender Offer including, among other things, that all necessary approvals by regulatory authorities have been received and the Offeror having gained control of more than 90 percent of the Shares and votes in WithSecure.

Commenting on the Tender Offer, Daniel Williamson, Managing Director, CVC:

"We are proud to partner with the WithSecure team and its founder Risto as the company begins its next chapter as a privately held business. WithSecure has built a strong position as a trusted cyber security provider, and we believe private ownership will offer the right environment to sharpen strategic focus and accelerate investment in key growth initiatives. Our partnership is grounded in mutual respect and a shared long-term vision that the need for sovereign, European cyber security solutions is greater than ever. We firmly believe WithSecure is uniquely positioned to fulfil that need. With CVC's deep European presence, sector expertise and global network, we look forward to supporting the company in scaling its impact across the region and beyond."

Commenting on the Tender Offer, Risto Siilasmaa:

"This partnership with CVC marks an important milestone in our journey. As cyber threats become more complex and persistent, the need for trusted, sovereign cyber security solutions is greater than ever. CVC shares our vision for building a European leader in cyber security, rooted in innovation, trust and operational excellence. With their support, we will invest further in R&D, talent and our international presence, while continuing to deliver mission-critical services to our clients across sectors. As a founder of F-Secure, I've seen the company's development for the past three decades and I believe that the current tender offer, supported by a high calibre partner like CVC, is the best option for WithSecure's future and its existing shareholders. I will continue contributing to the strategy of WithSecure and being active part of its future, as I have been from its founding."

Commenting on the Tender Offer, Tuomas Syrjänen, Chair of the Independent Ad Hoc Committee of the Board, WithSecure Corporation:

"Our committee has carefully assessed the offer and extensively explored and evaluated other available alternatives for all shareholders. We believe the tender offer provides a fair outcome for all shareholders and that launching this tender offer is in the best interest of all the shareholders. With our founder's continued commitment and CVC's international experience and sector insights, this partnership brings WithSecure the long-term backing, strategic focus, and agility needed to realise its full potential as Europe's leading cyber security company. This enables us to better serve our customers in the future and offer more opportunities to our employees."

ABOUT THE CONSORTIUM

CVC Capital Partners plc ("CVC") is a leading global private markets manager with a network of 30 office locations throughout EMEA, the Americas, and Asia, with approximately EUR 200 billion of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of over EUR 260 billion from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC's private equity strategy are invested in approximately 140 companies worldwide, which have combined annual sales of over EUR 168 billion and employ over 600,000 people.

Risto Siilasmaa is the founder and the Chair of the Board of Directors of WithSecure. In addition, he is the largest shareholder of WithSecure, and as at the date of this announcement, he holds approximately 34.2 percent of the Shares in WithSecure.

The CVC Investor and Risto Siilasmaa form the Consortium for the purposes of the Tender Offer. As at the date of this announcement, the Offeror is indirectly owned by Diana TopCo Lux S.à r.l., which is a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg. Diana TopCo Lux S.à r.l. was incorporated as an indirect parent company for the Offeror and is currently owned by the CVC Investor. It is expected that immediately after the completion of the Tender Offer and the cash investments to be made by the Consortium members, the CVC Investor will own approximately 73 percent and Risto Siilasmaa approximately 27 percent of the shares in Diana TopCo Lux S.à r.l.

ABOUT WITHSECURE

WithSecure, formerly F-Secure Business, is a European cyber security partner trusted by businesses and IT service providers worldwide, delivering outcome-based cyber security solutions that help businesses stay ahead of modern cyber threats. Boasting more than 35 years of industry experience, WithSecure has built its award-winning portfolio of Elements Cloud to navigate the paradigm shift from reactive to proactive cyber security and Cloud Protection for Salesforce to protect Salesforce users from malware and phishing threats. Committed to European digital sovereignty, WithSecure prioritizes European Way of data protection, privacy and regulatory compliance, which have become critical differentiators in the global cyber security market. In alignment with its commitment to collaborative growth, WithSecure empowers its customer and partner ecosystem through flexible commercial models, ensuring mutual success across the dynamic cyber security landscape. WithSecure was founded in 1988, and it is listed on the official list of Nasdaq Helsinki.

BACKGROUND AND STRATEGIC RATIONALE

WithSecure operates in a large and fast-growing market and has developed a leading suite of solutions that are valued by customers, particularly in the core target customer segment of small-to-mid sized companies. The Company also continues to innovate, releasing several new and important products to help defend its customers against cyber threats. The Consortium members believe that this, combined with WithSecure's history, trusted reputation and European-focus, gives it a strong foundation to become a pan-European leader in cyber security over the coming years, with an exciting growth outlook. However, the Company will require continued and long-term investments in order to defend and improve the market positions and achieve its aim of becoming the leading European cyber security vendor. The Consortium members also believe that, under private ownership, the Company and its management can more effectively concentrate on its key strengths, growth initiatives and key projects without the constraints of public markets.

Sharing this vision for WithSecure, the Consortium is uniquely placed to develop WithSecure's business under private ownership after the completion of the Tender Offer, given the valuable expertise of both CVC and Risto Siilasmaa. CVC funds have extensive experience investing in the technology sector, which includes investments in other cyber security software companies, as well as local knowledge through other Finnish investments and a dedicated Nordic team. Risto Siilasmaa is the founder and the Chair of the Board of Directors of WithSecure, with over 35 years of experience in leading the Company's growth as well as significant experience in investments and board work at other technology companies, which makes him exceptionally placed to continue contributing to the strategic agenda of the Company after the completion of the Tender Offer. The Consortium acknowledges and agrees fully with the Company's public statements around its strong European positioning, the promises it has made to its customers around data sovereignty, and the related market opportunity as geopolitical tensions increase. The Consortium recognizes the Company's ambition and strategy to become a European flagship in cyber security in its Elements Company segment and to become a leading security solution within Salesforce ecosystem in its Cloud Protection for Salesforce segment.

The completion of the Tender Offer is not expected to have any immediate material effects on the operations or assets, the position of the management or employees, or the business locations of WithSecure. However, as is customary, the Offeror intends to change the composition of the Board of Directors of WithSecure after the completion of the Tender Offer.

WithSecure continues to be headquartered in Finland and it operates in two business segments
Elements Company and Cloud Protection for Salesforce.

THE TENDER OFFER IN BRIEF

The Offeror and WithSecure have on 8 August 2025 entered into the Combination Agreement pursuant to which the Offeror will make the Tender Offer. A summary of the Combination Agreement has been provided below under the section "The Combination Agreement".

The Offeror and WithSecure have undertaken to comply with the Helsinki Takeover Code issued by the Finnish Securities Market Association (the "Helsinki Takeover Code") and the recommendations of the Takeover Board of the Securities Markets Association of the Finland Chamber of Commerce.

As at the date of this announcement, WithSecure has a total of 176,098,739 issued shares, of which 175,847,294 are outstanding and held by the shareholders of the Company, and 251,445 are treasury shares held by the Company. As at the date of this announcement, neither the Offeror nor CVC holds any Shares. Risto Siilasmaa holds 60,101,079 Shares in aggregate, representing approximately 34.2 percent of all Shares in WithSecure.

The Offeror reserves the right to acquire Shares during and/or after the offer period (including any extension thereof and any subsequent offer period) in public trading on Nasdaq Helsinki or otherwise.

The Offer Price

The Offer Price is EUR 1.70 in cash for each Share validly tendered in the Tender Offer, subject to any adjustments as set out below.

The Offer Price represents a premium of approximately:

• 72.1 percent compared to the closing price (EUR 0.99) of the WithSecure share on Nasdaq Helsinki on 7 August 2025, the last trading day immediately preceding the announcement of the Tender Offer;
• 69.8 percent compared to the volume-weighted average price (EUR 1.00) of the WithSecure share on Nasdaq Helsinki during the three-month period prior to and up to 7 August 2025; and
• 94.0 percent compared to the volume-weighted average price (EUR 0.88) of the WithSecure share on Nasdaq Helsinki during the twelve-month period prior to and up to 7 August 2025.

The Offer Price has been determined based on 175,847,294 issued and outstanding Shares. Should the Company change the number of its Shares as a result of a new issue, reclassification, stock split (including a reverse split) or any other similar transaction with dilutive effect, or should the Company distribute any dividends or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing occurs prior to the settlements of the Tender Offer, the Offer Price shall be adjusted accordingly on a euro-for-euro basis.

The Offer Period

The offer period under the Tender Offer is expected to commence on or about 20 August 2025, and to expire on or about 1 October 2025. The Offeror reserves the right to extend the offer period in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations, in order to satisfy the conditions to completion of the Tender Offer, including, among other things, the receipt of all necessary regulatory approvals, permits, clearances and consents from authorities or similar, which are required under applicable competition laws or other regulatory laws in any jurisdiction for the completion of the Tender Offer. The Tender Offer is currently expected to be completed during the fourth quarter of 2025.

The detailed terms and conditions of the Tender Offer as well as instructions on how to accept the Tender Offer will be included in the Tender Offer Document, which the Offeror expects to publish on or about 19 August 2025.

Recommendation by the Board of Directors of WithSecure

The Board of Directors of WithSecure, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders of WithSecure accept the Tender Offer. The Board of Directors will issue its statement on the Tender Offer in accordance with the Finnish Securities Markets Act (746/2012, as amended, the "Finnish Securities Markets Act") before the commencement of the offer period, and it will be appended to the Tender Offer Document.

The Board of Directors of WithSecure received a fairness opinion, dated 7 August 2025, from WithSecure's financial adviser, DNB Carnegie, to the effect that, as of the date of the fairness opinion, the Offer Price to be paid to shareholders of WithSecure pursuant to the Tender Offer was fair, from a financial point of view, to such shareholders. The fairness opinion was based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, as further described in such fairness opinion. The complete fairness opinion will be attached to the statement of the Board of Directors of WithSecure.

WithSecure's Chair of the Board of Directors, Risto Siilasmaa, has not participated in any assessment or review of the implications of the Tender Offer by WithSecure's Board of Directors or in any decision-making concerning the recommendation of WithSecure's Board of Directors or the Combination Agreement.

Support by certain shareholders of WithSecure

The Offeror has obtained irrevocable undertakings to accept the Tender Offer from shareholders of WithSecure representing approximately 38.1 percent of the Shares. Risto Siilasmaa, who holds approximately 34.2 percent of the Shares, has unconditionally and irrevocably undertaken to accept the Tender Offer. Varma Mutual Pension Insurance Company, that holds approximately 3.9 percent of the Shares, has irrevocably undertaken to accept the Tender Offer, subject to certain customary conditions. The undertaking given by Varma Mutual Pension Insurance Company may be terminated, among other terms, in the event that the Offeror withdraws the Tender Offer, or in the event that a competing offer is announced by a third party with a value at least 15 percent higher than the value of the Tender Offer, the Offeror does not match or exceed the consideration offered in such competing offer within eight (8) business days from the first public announcement of such competing offer, and the Company's Board of Directors has withdrawn its prior recommendation of the Tender Offer.

Risto Siilasmaa has entered into a joint bidding agreement with the CVC Investor (the "Joint Bidding Agreement"), pursuant to which Risto Siilasmaa has irrevocably and unconditionally undertaken to sell his shares to the Offeror in connection with the Tender Offer, subject to certain termination rights. The irrevocable undertaking of Risto Siilasmaa will terminate, if the Tender Offer has not been completed in twelve (12) months from the date of the Combination Agreement, unless the offer period is extended due to pending regulatory approvals. Risto Siilasmaa is entitled to withdraw his undertaking if the transaction lapses or the Tender O?er is withdrawn in accordance with its terms, the Consortium members agree in writing to terminate their Joint Bidding Agreement including the irrevocable undertaking, the Offeror makes a public written announcement of its intention not to pursue the transaction, or either of the members of the Consortium has become legally incapacitated for any reason or been declared insolvent or bankrupt.

Conditions to Completion of the Tender Offer

The obligation of the Offeror to accept for payment the validly tendered Shares, which have not been withdrawn in accordance with the terms and conditions of the Tender Offer, and to complete the Tender Offer, shall be subject to the fulfillment or, to the extent permitted by applicable law, waiver by the Offeror of the following conditions (jointly the "Conditions to Completion") on or prior to the date of the Offeror's announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the Finnish Securities Markets Act:

1. the Tender Offer has been validly accepted with respect to Shares representing, together with any other Shares otherwise acquired by the Offeror prior to or during the offer period, more than ninety (90) percent of the Shares and voting rights in the Company calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act;

2. the receipt of all necessary regulatory approvals, as specified in the Combination Agreement, such approval being considered obtained where the relevant regulatory authority has:

1. declined jurisdiction over or communicated their intent not to investigate the Tender Offer; or

1. explicitly granted clearance, either unconditionally or subject to such conditions, commitments, undertakings or modifications as the decision may specify, provided that the terms of any conditions, commitments, undertakings or modifications are reasonably acceptable to the Offeror in its sole discretion and do not constitute measures which (i) would be materially adverse to the monetary benefits of the transactions contemplated in the Combination Agreement, or (ii) are aimed at the portfolio companies of CVC's indirectly or directly controlled funds or their respective businesses and assets; or

1. become time barred from reviewing the transaction by virtue of the expiry of any applicable waiting period under applicable regulatory laws;

3. no material adverse change has occurred on or after the signing date of the Combination Agreement;

4. the Offeror has not received information after the signing date of the Combination Agreement previously undisclosed to it that constitutes or results in a material adverse change;

5. no information made public by the WithSecure group or disclosed by the Company to the Offeror being materially inaccurate, incomplete, or misleading, and the Company not having failed to make public any information that should have been made public by it under applicable laws, including the rules of Nasdaq Helsinki, provided that, in each case, the information made public, disclosed or not disclosed or the failure to disclose information constitutes a material adverse change;

6. no legislation or other regulation has been issued and no court or regulatory authority of competent jurisdiction has issued a decision, injunction, court order, legal proceedings or issued any regulatory action that would wholly or in any material part prevent, make illegal, postpone or frustrate the completion of the Tender Offer;

7. the Board of Directors of the Company has issued its recommendation and the recommendation remaining in full force and effect and has not been withdrawn, modified, cancelled, or amended; and

8. the Combination Agreement has not been terminated and remains in full force and effect and no event has occurred that, with the passage of time, would give the Offeror the right to terminate the Combination Agreement.

The Conditions to Completion set out herein are exhaustive. The Offeror may only invoke any of the Conditions to Completion so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn, if the circumstances which give rise to the right to invoke the relevant Condition to Completion have a significant meaning to the Offeror in view of the Tender Offer, as referred to in the Regulations and Guidelines 9/2013 (Takeover bids and mandatory bids) issued by the Finnish Financial Supervisory Authority and the Helsinki Takeover Code. The Offeror reserves the right to waive, to the extent permitted by applicable laws and regulations, any of the Conditions to Completion that have not been fulfilled. If all Conditions to Completion have been fulfilled or the Offeror has waived the requirements for the fulfilment of all or some of them no later than at the time of announcement of the final results of the Tender Offer, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the expiration of the offer period by purchasing the Shares validly tendered in the Tender Offer and paying the Offer Price to the shareholders that have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer.

Regulatory Approvals

The Offeror will, as soon as reasonably practicable, make all material and customary submissions, notifications and filings required to obtain all necessary regulatory approvals, permits, clearances and consents from authorities or similar, including without limitation approvals required under applicable foreign direct investment laws and merger control clearances (or, where applicable, the expiry of relevant waiting periods), required under applicable regulatory laws in any jurisdiction for the completion of the Tender Offer.

The Tender Offer is subject to certain regulatory approvals from competition authorities and applicable foreign direct investment laws. The Offeror will use its reasonable best efforts to obtain such regulatory approvals. Based on currently available information, the Offeror expects to obtain such necessary regulatory approvals to complete the Tender Offer during the end of the third quarter of 2025 or the beginning of the fourth quarter of 2025. However, the length and outcome of the regulatory approval process are not within the control of the Offeror, and there can be no assurances that clearances will be obtained within the estimated timeframe, or at all.

Financing

The Offeror has received equity commitment letters as evidenced in equity commitment letters addressed to the Offeror for fully financing the Tender Offer, including any ensuing squeeze-out proceedings. The Offeror's obligation to complete the Tender Offer is not conditional upon availability of financing.

Future plans concerning the Shares

The Offeror intends to acquire all the Shares. If, as a result of the completion of the Tender Offer or otherwise, the Offeror's ownership has exceeded 90 percent of all the Shares and votes in the Company, the Offeror will as soon as reasonably practicable commence compulsory redemption proceedings for all the remaining Shares in accordance with the Finnish Companies Act. Thereafter, the Offeror will apply for the WithSecure shares to be delisted from Nasdaq Helsinki, as soon as permitted and reasonably practicable under the applicable laws and regulations and the rules of Nasdaq Helsinki.

The Combination Agreement

The Combination Agreement between WithSecure and the Offeror sets forth the principal terms under which the Offeror will make the Tender Offer.

Under the Combination Agreement, the Board of Directors of WithSecure may, at any time prior to the completion of the Tender Offer, withdraw, modify, cancel or amend its recommendation and take actions contrary to the recommendation, including by way of deciding not to issue its recommendation for the shareholders of WithSecure to accept the Tender Offer, but only if the Board of Directors of WithSecure determines in good faith due to any event, condition, circumstance, development, occurrence, change, effect or fact (the "Effect") having occurred after the date of the Combination Agreement or an Effect occurring prior to the date of the Combination Agreement of which the Board of Directors of the Company was not aware as at the date of the Combination Agreement, after receiving written advice from its reputable external legal counsel and financial advisor(s) and after informing the Offeror (without any obligation to adhere to the possible views expressed by the Offeror on the basis of such information and it being understood that such information undertaking is fulfilled if reasonable efforts to inform the Offeror have been taken by the Company in a situation where the Offeror is not available), that such withdrawal, modification, cancellation or amendment of its recommendation or action contrary to its recommendation is required for the Board of Directors of the Company to comply with its mandatory fiduciary duties towards the holders of the Shares under Finnish laws and regulations (the "Fiduciary Duties"). If such an action by the Board of Directors of the Company is connected to a competing offer or a competing proposal (that is of a serious nature and realistic and credible within the meaning of the Helsinki Takeover Code), which the Board of Directors of the Company has determined in good faith to be superior from a financial point of view to the Tender Offer and taken as a whole in accordance with the Fiduciary Duties, including the form of the consideration, the feasibility of the competing offer or competing proposal (including, for example, the identity of the offeror, other terms and conditions (whether indicative or not), the availability and certainty of financing in accordance with the requirements of the Finnish Securities Markets Act and relevant regulatory approvals) and any other factors considered as relevant by the Board of Directors of the Company (it being understood, however, that the Board of Directors of the Company shall under no circumstances be required to consider factors that according to the recommendation 1/2025 of the Takeover Board of the Securities Markets Association of the Finland Chamber of Commerce and good securities markets practice could be regarded to transfer the decision-making power from the Board of Directors of the Company to a shareholder who is a party to the Consortium in each case, without prejudice to the obligations of the Board of Directors to comply with the Fiduciary Duties), if made public, the Board of Directors of the Company may withdraw, modify, cancel or amend its recommendation provided that the Board of Directors of the Company has (i) complied with its obligations in the Combination Agreement to not solicit competing transactions, (ii) notified the Offeror of the Company's receipt of the competing offer or competing proposal, (iii) in good faith provided the Offeror with an opportunity to negotiate with the Board of Directors of the Company about matters arising from the competing offer or competing proposal, and (iv) given the Offeror at least eight (8) business days from the date of publishing the competing offer or from the date of the Offeror having been informed in writing of a serious competing proposal and its material terms to enhance its Tender Offer as contemplated by the Combination Agreement.

The Company shall, and shall cause its affiliated entities and its and their respective representatives, (a) not to, directly or indirectly, solicit, initiate or encourage the interest in (A) acquiring, submitting a proposal or offer for the acquisition of, or subscribing for any Shares or (B) a possible public takeover for the Shares or any acquisition of all or a material portion of the assets of, or other strategic transaction involving, the Company (or its affiliated entities) or a material portion of the assets, whether such transaction takes the form of an investment in or loan to, sale of equity, merger, acquisition, liquidation, dissolution, reorganization, recapitalization, consolidation, or transfer of material part of personnel of the Company and its affiliated entities or a material portion of the assets (however structured), or (C) any other consortium offer or other strategic transaction concerning the Company that would compete with or otherwise frustrate the Tender Offer, (b) except as part of the Tender Offer, not to pursue, discuss, provide information, assist, or continue or enter into any arrangement or agreement with any other person based on a competing proposal in respect of any acquisition of all or a material portion of the assets or Shares of the Company and/or the WithSecure group or any other transaction in relation to the Company having a similar effect; (c) not to support, agree to, provide information for, or endorse any competing offer, or enter into any discussion or agreements concerning any competing offer, unless such competing offer has reasonable prospect of satisfying the conditions required under the Combination Agreement for a competing offer; (d) to cease and cause to be terminated any possible discussions, negotiations or other activities related to any competing proposal conducted by or on behalf of the Company prior to the signing date of the Combination Agreement; and (e) not to, upon receipt of a competing proposal, directly or indirectly, facilitate or promote the progress of such competing proposal, unless such measures are required in order for the Board of Directors of the Company to comply with its Fiduciary Duties, and provided that the Company complies with certain procedures about matters arising from such competing proposal.

The Combination Agreement further includes certain customary representations, warranties and undertakings by both parties, such as conduct of WithSecure's and each of its subsidiaries' business in all material respects in the ordinary course of business until date of the settlements of the completion trades with respect to the Shares tendered in the Tender Offer or the termination of the Combination Agreement in accordance with its terms and use of reasonable best efforts by the parties to do, or cause to be done all reasonably required actions in relation to the WithSecure group, and to assist and cooperate with the other party in doing, all things necessary or advisable to consummate the Tender Offer and the transactions contemplated by the Combination Agreement.

The Combination Agreement may be terminated and the transactions contemplated in the Combination Agreement abandoned by the Company or the Offeror in certain circumstances, including, among other things, if a final, non-appealable injunction or other order issued by any court of competent jurisdiction or other final, non-appealable legal restraint or prohibition preventing the consummation of the Tender Offer has taken effect after the date of the Combination Agreement and continues to be in effect or upon a material breach of any warranty or undertaking given by the Company or the Offeror.

No termination fee or break-up fee is included in the Combination Agreement.

ADVISERS

The Offeror has appointed Goldman Sachs International as financial adviser, Danske Bank A/S, Finland Branch as arranger, and Roschier, Attorneys Ltd. and Latham & Watkins LLP as legal advisers in connection with the Tender Offer. WithSecure has appointed DNB Carnegie Investment Bank AB, Finland Branch as financial adviser and Castrén & Snellman Attorneys Ltd as legal adviser in connection with the Tender Offer.

Investor and Media enquiries:

WithSecure

Laura Viita
VP, Controlling, investor relations and sustainability
Tel. [phone]
[e-mail]

The Consortium

Nick Board
Director, Communications at CVC
Tel. [phone]
[e-mail]

IMPORTANT INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for shareholders of WithSecure in the United States

Shareholders of WithSecure in the United States are advised that the Shares are not listed on a U.S. securities exchange and that WithSecure is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Tender Offer will be made for the issued and outstanding shares of WithSecure, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act, for a Tier II tender offer, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.

You should note that the Offeror's ability to waive the conditions to the Tender Offer (both during and after the end of the acceptance period) and the shareholders' ability to withdraw their acceptances, are not the same under a tender offer governed by Finnish law as under a tender offer governed by U.S. law. U.S. shareholders are encouraged to consult with their own advisors regarding the Tender Offer. In particular, the Offeror may waive conditions to the Tender Offer without offering withdrawal rights, to the extent not required by applicable law.

The Tender Offer is made to WithSecure's shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of WithSecure to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to WithSecure's other shareholders.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers' affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this stock exchange release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of WithSecure of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of WithSecure, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional advisers immediately regarding the tax and other consequences of accepting the Tender Offer.

To the extent the Tender Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of Shares and will not give rise to claims on the part of any other person. It may be difficult for WithSecure's shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Offeror and WithSecure are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. WithSecure shareholders may not be able to sue the Offeror or WithSecure or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and WithSecure and their respective affiliates to subject themselves to a U.S. court's judgment.

Forward-looking statements

This release contains statements that, to the extent they are not historical facts, constitute "forward-looking statements". Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release.

Disclaimer

Goldman Sachs International, which is authorized in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to the Offeror and no-one else in connection with this announcement. Neither Goldman Sachs International nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than the Offeror for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with any matters referred to in this announcement.

Danske Bank A/S is authorised under Danish banking law. It is subject to supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a private, limited liability company incorporated in Denmark with its head office in Copenhagen where it is registered in the Danish Commercial Register under number 61126228.

Danske Bank A/S (acting via its Finland Branch) is acting as arranger for the benefit of the Offeror and no other person in connection with these materials or their contents. Danske Bank A/S will not be responsible to any person other than the Offeror for providing any of the protections afforded to clients of Danske Bank A/S, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person's liability for fraud, Danske Bank A/S, nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient) in connection with the Tender Offer.

DNB Carnegie Investment Bank AB, which is authorised and regulated by the Swedish Financial Supervisory Authority (Finansinspektionen), is acting through its Finland Branch ("DNB Carnegie"). The Finland branch is authorized by the Swedish Financial Supervisory Authority and subject to limited regulation by the Finnish Financial Supervisory Authority (Finanssivalvonta). DNB Carnegie is acting exclusively for WithSecure and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither DNB Carnegie nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than WithSecure for providing the protections afforded to clients of DNB Carnegie, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.