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THE PROPOSALS OF THE BOARD OF DIRECTORS OF COMPANY TO THE ANNUAL GENERAL MEETING IN 2001

- No dividend shall be paid
- Sections no. 9 and no. 11 of the Articles of Association shall
be amended
- The Board of Directors shall be re-authorized to decide on the
issue of shares
- Option rights shall be issued to the management and personnel of
Company

The proposal of the Board of Directors for measures owing to a
loss per consolidated balance sheet

The Board of Directors of Company shall propose to the Annual
General Meeting on April 19, 2001 that the confirmed loss of
financial period is to be transferred to the profit and loss
account of Company, and that no dividend shall be paid.

The proposal of the Board of Directors for amending Sections no. 9
and no. 11 of the Articles of Association

The Board of Directors shall propose for amending the Articles of
Association so that there is no need to elect a deputy auditor if
an auditor firm approved by the Central Chamber of Commerce has
been elected as a principal auditor. In addition the Board of
Directors proposes due to the amendment of law that the notice of
a General Meeting is to be delivered to shareholders not later
than on the 17th day prior to the General Meeting. Furthermore,
the Board of Directors proposes for utilizing the amendment of
law, so that the last day for registering for the General Meeting
may not be earlier than on the 10th day prior to the General
Meeting.

The proposal of the Board of Directors for re-authorizing the
Board of Directors to decide on increasing the share capital by an
issue of new shares, or issuing stock options, or issuing an
option loan or a convertible bond

The Board of Directors shall propose to General Meeting for
canceling of all the previous authorizations and re-authorizing of
Board of Directors to decide on increasing the share capital by an
issue of new shares, and/or issuing an option loan or a
convertible bond, and/or issuing stock options, through one or
more issues so that the share capital can be increased by new
issue, convertibles and warrants, by a maximum aggregate of
108.000 euros by offering for subscription a maximum number of
3.600.000 new shares with par value of 3 cents (0,03 euros) at a
price defined by the Board of Directors and in other respects on
conditions determined by the Board of Directors. The Board of
Directors proposes for authorizing the Board of Directors to
decide on persons entitled to subscribe for the shares and that
the authorization includes a right to deviate from pre-emption
rights of shareholders if there exists an important financial
reason on part of Company for doing so, such as expansion of
ownership of shares and/or strengthening Companys capital
structure, financing acquisitions and/or other business
transactions, and execution of co-operation arrangements, or
motivation of personnel. The authorization is proposed to include
the right of the Board of Directors to decide also on the causes
for defining the subscription price. The Board of Directors may
not deviate from the pre-emption rights in favor of members of
Companys inner circle. The issue of new shares can be conducted
also in kind or otherwise on certain conditions. The term of
authorization is proposed to last until April 19, 2002.

The proposal of the Board of Directors for issuing stock options

The Board of Directors proposes to the General Meeting that the
personnel of SSH group and wholly owned subsidiary of Company is
to be offered for subscription a maximum aggregate number of
1.000.000 stock options which entitle to subscribe for a maximum
aggregate number of 1.000.000 new shares of Company with par value
of three (3) cents. The deviation from shareholders pre-emption
rights is proposed since stock options are designated as a part of
motivation program of groups personnel. The subscription price of
a share is the average of the closing price of Companys shares on
trading days in Helsinki Stock Exchange during February 1, 2001 
April 12, 2001.

The term of share subscription based on stock options shall
commence as more precisely defined in Terms of Stock Option
Subscription, gradually subject to the stock option certificates
on May 1, 2002; May 1, 2003; May 1, 2004 and May 1, 2005, and
terminate within two years from the beginning of each term of
subscription. Shares are to be paid when subscribed. The share
capital of Company may increase in total a maximum of 30.000 euros
due to the share subscriptions based on stock options.

The issue of stock options and the authorization by an Annual
General Meeting shall be executed with an exceptional permit from
the main organizer of a share issue in December 2000, Mandatum
Bank, on behalf of other organizers, to the then agreed sale
restriction which is effective until June 14, 2001. If the
authorization is exercised during the term of the sale
restriction, a permit must be applied for.


Appendices:

1. The proposal of the Board of Directors for amended Sections no.
9 and no. 11 of Articles of Association
2. The proposal of the Board of Directors for authorization of the
Board of Directors to decide on increasing the share capital by an
issue of new shares, or issuing stock options, or issuing an
option loan or a convertible bond
3. The proposal of the Board of Directors for issuing stock
options

Copies of financial statements, proposals of the Board of
Directors and other documents to be displayed under Finnish
Companies Act are available for inspection by shareholders for one
week prior to the General Meeting at Companys head office
(Fredrikinkatu 42, 00100 Helsinki, room 517).


THE AMENDED ARTICLES OF ARTICLES OF ASSOCIATION, AS PROPOSED

9 Section: Auditors
The Company has one auditor who shall be an authorised public
accountant chartered by the Central Chamber of Commerce and one
deputy auditor. If an auditor firm chartered by the Central
Chamber of Commerce has been appointed as an auditor, the
appointment of a deputy auditor is not required.

The auditors are appointed until further notice.
- - -

11 Section: Notice of meeting
The invitation to the General Meeting of Shareholders shall be
announced not earlier than two months prior and not later than 17
days before the date of the meeting by publishing it in at least
one daily newspaper designated by the Board of Directors or by
posting a letter of invitation to the Shareholders to the address
recorded in the Shareholder register.

In order to participate in and vote at the meeting, a Shareholder
must inform the Company of such participation by the date
mentioned in the notice to the meeting, which may not be more than
ten days before the meeting.

THE PROPOSAL OF THE BOARD OF DIRECTORS FOR AUTHORISING THE BOARD
OF DIRECTORS TO DECIDE ON INCREASING THE SHARE CAPITAL BY AN ISSUE
OF NEW SHARES, OR ISSUING STOCK OPTIONS, OR ISSUING AN OPTION LOAN
OR A CONVERTIBLE BOND

The Board of Directors proposes to the General Meeting for
canceling of all the previous authorizations and re-authorizing of
Board of Directors to decide on increasing the share capital by an
issue of new shares, and/or issuing an option loan or a
convertible bond, and/or issuing stock options, through one or
more issues so that the share capital can be increased by new
issue, convertibles and warrants, by a maximum aggregate of
108.000 euros by offering for subscription a maximum number of
3.600.000 new shares with par value of 3 cents (0,03 euros) at a
price defined by the Board of Directors and in other respects on
conditions determined by the Board of Directors. This amount is
equivalent approximately to 13,05 percent of the current
registered share capital and aggregate number of votes.

The Board of Directors proposes for authorizing the Board of
Directors to decide on persons entitled to subscribe for the
shares, stock options and/or convertibles, and that the
authorization includes a right to deviate from pre-emption rights
of shareholders if there exists an important financial reason on
part of Company for doing so, such as expansion of ownership of
shares and/or strengthening Companys capital structure, financing
acquisitions and/or other business transactions, and execution of
co-operation arrangements, or motivation of personnel. The
authorization is proposed to include the right of the Board of
Directors to decide also on the causes for defining the
subscription price. The Board of Directors may not deviate from
the pre-emption rights in favor of the member of Companys inner
circle. The issue of new shares can be conducted also in kind or
otherwise on certain conditions. The term of authorization is
proposed to last until April 19, 2002.

In Helsinki, on 22nd March 2001

The Board of Directors


THE PROPOSAL OF THE BOARD OF DIRECTORS TO THE GENERAL MEETING ON
APRIL 19, 2001 FOR ISSUING STOCK OPTIONS TO BE SUBSCRIBED BY THE
PERSONNEL OF GROUP, THE MEMBERS OF BOARD AND/OR SUBSIDIARIES

The Board of Directors proposes to the General Meeting for issuing
stock options to persons belonging to board of directors of
Company and its subsidiaries, other management and/or personnel
and/or wholly owned subsidiary of Company, as designated by the
Board of Directors of SSH Communications Security Corp, according
to the terms of stock option program I/2001 at maximum aggregate
number of one million (1.000.000) stock options which entitle the
subscription of at maximum aggregate number of 1.000.000 new
shares of SSH Communications Security Corp, with par value of
three (3) cents (0,03 euros). The deviation from shareholders pre-
emption rights is proposed since stock options are designated as a
part of motivation program of groups personnel.

Each stock option entitles the subscription of one new share of
Company with par value of three (3) cents. The subscription price
of the share is the average of the closing price of Companys
shares on trading days in Helsinki Stock Exchange during February
1, 2001  April 12, 2001.

The term of share subscription based on stock options shall
commence as more precisely defined in Terms of Stock Option
Subscription, gradually subject to the stock option certificates
on May 1, 2002; May 1, 2003; May 1, 2004 and May 1, 2005, and
terminate within two years from the beginning of each term of
subscription. Shares are to be paid when subscribed.

The share capital of Company may increase in total a maximum of
30.000 euros due to the share subscriptions based on stock
options.

Part of the holders of the stock options entitled to share
subscriptions based on stock options are member of Companys inner
circle. These persons proportion of Companys shares and votes
based on shares is approximately 3,12 percent. If these persons
use all the stock options that have been offered to them, their
proportion of Companys shares and votes based on shares may
increase up to 4,5 percent at maximum.


In Helsinki, on 22 March 2001

The Board of Directors


Appendix Terms and Conditions of SSH Communications Security Corp
Stock Options I/2001

TERMS AND CONDITIONS OF SSH COMMUNICATIONS SECURITY CORP STOCK
OPTIONS
(I/2001)

I. TERMS OF STOCK OPTION SUBSCRIPTION

1.     The Number of Stock Options

SSH Communications Security Corp will issue in total the maximum
of 1.000.000 stock options that entitle the holders to subscribe
for the maximum of 1.000.000 new shares with a par value of three
(3) cents (0,03 euros) each.

2.     Stock Options

The Company will issue stock options for subscription, in
deviation from the shareholders´ pre-emptive right of
subscription, to, as designated by the Board of Directors, Board
members, other management and/or personnel of the Company and its
subsidiaries, and/or to a wholly owned subsidiary of the Company
which may later issue stock options for the holders mentioned
before.

The shareholders´ pre-emptive rights will be deviated from,
because the stock options are intended to be a part of the
incentive program for key personnel to secure the keeping of
technical and economic know-how in the Company and to increase the
commitment of the key personnel to a continuous and long-term
activity in favor of the development of the company and its value.

3.     Stock Option Distribution

The Board of Directors will decide on the distribution of the
stock options free of charge. In accordance with the Board
decision the stock options given to a subsidiary are meant to be
granted later on to the key personnel employed by the Company or
its subsidiary or to persons who will be recruited. The subsidiary
is not permitted to subscribe for shares with stock options.

4.     Stock Option Subscription

The stock options can be subscribed during the period 01.05.2001 
15.06.2001, more accurately stipulated by the Board of Directors.
The subscription will take place in the companys head office in
Helsinki and possibly also in other places to be informed later.
Stock options are issued for the subscribers free of charge.

5. Stock Option Certificates

SSH Communications Security Corp will issue stock option
certificates in favor of named persons, in total the maximum of
1.000.000 options.

Out of the stock option certificates the maximum of

- Two hundred and fifty thousand (250.000) will be marked as A;
- Two hundred and fifty thousand (250.000) will be marked as B;
- Two hundred and fifty thousand (250.000) will be marked as C;
- Two hundred and fifty thousand (250.000) will be marked as D;

6. Approval of the Subscriptions

The subscription shall be approved by the Board of Directors of
the Company. In any over-subscription situation the Board of
Directors makes a resolution on the refusal of subscriptions.

Should not all of those entitled to the share subscription, use
their right, the total of the stock options reduces
correspondingly to the portion offered for their subscription.
There is no secondary subscription right and therefore the
subscription of the stock options ceases if none of the persons
entitled to the subscriptions will use their right.

The subscribers will be informed over the approval of
subscriptions in writing or otherwise verifiably by 25.06.2001.
The Company will decide on all measures related to stock options.

The Company has the right to retain the stock option certificates
not attached to the book-entry system, as security for the
prohibition of transfer mentioned in the share subscription terms
under paragraph II.4. The subscriber is entitled to obtain the
stock option certificates where the transfer is no longer
prohibited unless the stock options are attached to the book-entry
system.

The Company may register a limitation of transfer, mentioned in
paragraph II.4, into the option right holders book-entry account
without his consent. The Company also has the right, in order to
implement this limitation of transfer, to transfer option rights
from the holders book-entry account to another book-entry account
without the holders consent.

II. TERMS AND CONDITIONS OF SHARE SUBSCRIPTION

1.     Right to Subscribe for New Shares

Each of the stock options entitles its holder to subscribe for a
share of SSH Communications Security Corp with a par value of
three (3) cents (0,03 euros). The share capital of the company may
increase as a consequence of the subscription with the maximum of
30.000 euros and the amount of the shares with the maximum of
1.000.000 shares.

2.     Share Subscription and payment

The Share Subscription period is on the:

- Stock option certificate A   01.05.2002  01.05.2004;
- Stock option certificate B   01.05.2003  01.05.2005;
- Stock option certificate C   01.05.2004  01.05.2006; and
- Stock option certificate D   01.05.2005  01.05.2007.

The subscription for shares will take place in the Companys head
office and/or possibly in another place/other places, to be
informed later.

Stock option certificates are to be returned to the company at the
time of the subscription for shares or, should the stock option be
attached to the book-entry system, the stock option for the share
subscription will be removed from the subscribers book-entry
account. The shares are to be paid when subscribed. The company
will decide on all measures relating to the share subscription.

3.     Share Subscription Price and Par Value

The share subscription price by virtue of all the various option
rights for the new shares with a par value of three (3) cents
(0,03 euros) is the average of the closing price of the Companys
shares during trading days at Helsinki Stock Exchange 01.02.2001 
12.04.2001 to be rounded off downwards to the nearest 0,01 euros.
The share subscription price will be given in euros, but it can
also be paid in Finnish marks.

The minimum subscription price for a share is to be the par value
of a share. The shares subscribed are to be paid in cash.

4.     Prohibition of transfer and obligation to offer stock
  options

None of the stock option rights may be transferred prior to the
commencement of the subscription period. Thereafter such stock
option rights, the share subscription period of which has
commenced, may be freely transferred. Deviating from the
aforesaid, the Company may however, for a particular reason permit
the transfer of the stock option rights even earlier. The
resolution concerning such permission is made by the Board of
Directors.

Should the employment relationship of a subscriber with the
Company, or a possible group member-company, terminate before the
commencement of the share subscription period related to the stock
option right, such a person is obliged without delay to offer to
the Company free of charge those stock option rights in relation
to which the share subscription period mentioned in paragraph II.2
had not commenced on the last day of the employment relationship.
As an exception to the aforesaid, the Company may for a particular
reason give permission to deviate from the offer obligation above.
The resolution concerning such permission is made by the Board of
Directors.


5.     Registration of shares

Shares subscribed and fully paid shall be registered in the
subscribers book-entry account.

6. Shareholder rights

Shares will empower to a dividend with respect to the financial
year in which the share subscription has taken place. Other
shareholder rights will commence after the registration of the
share capital increase in the Trade Register.

7. Issue of shares, convertible bonds and stock options before the
share subscriptions

Should the company before the share subscription, increase the
share capital through an issue of new shares, or issue new
convertible bonds or stock options, the holders of the stock
options will have the same or equal right as the shareholder.
Equality will be implemented in a manner resolved by the Board of
Directors so that the number of the shares subscribed, share
subscription prices, or both, will be amended.

Should the company before the share subscription, increase the
share capital through a bonus issue, the share subscription ratio
will be amended so that the proportion of shares to be subscribed
to the share capital will remain unchanged.

8.     Rights in Certain Cases

Should the Company before the share subscription reduce its share
capital, the right to the share subscription of the holders will
be amended correspondingly in the manner specified in the
resolution on the lowering of the share capital.

Should the Company before the share subscription be placed into
liquidation, the holders of the stock options will be given the
right to subscribe during a period prior to the commencement of
the liquidation, as stipulated by the Board of Directors.

Should the Company resolve to merge with another existing company
or with a company to be formed or resolve to be divided, the
holders of the stock options shall be entitled to subscribe for
shares or to exchange the stock options to stock options issued by
the receiving company or the new company to be formed in a
combination merger on terms and within the time limit stipulated
by the Board of Directors prior to the merger or the division.
Following the closing any rights to subscribe for shares or
exchange options will lapse.

Should the Company decide to acquire its own shares with an offer
to all shareholders, the option holder will be entitled to a
corresponding or equal offer. In other cases the acquisition of
own shares does not require taking the option holder into
consideration.

Should the Company decide to be changed from a public limited
company into a private limited company, no measures are required
towards the option holder.

Should a shareholder in accordance with the Companies Act be
entitled to a right of redemption regarding the other
shareholders shares, the option holder should be given an equal
chance with the shareholders to sell his option rights to the
redeemer. Correspondingly the option holder has a similar duty as
a shareholder to transfer all his option rights to the redeemer.

Should the number of shares be altered with the share capital
remaining unchanged, the subscription terms will be altered so
that the total par value of the shares to be subscribed as well as
the total subscription price will remain unchanged.

9.     Settlement of Disputes

Disputes concerning the stock options shall be settled in
arbitration in accordance with the Arbitration Rules of the
Finnish Central Chamber of Commerce. The terms and conditions are
governed by the laws of Finland.

10. Other Matters

The Board of Directors may decide on all other matters relating to
option rights or stock option certificates. Documents concerning
stock options are available for inspection at the companys head
office in Helsinki. Terms of stock options are translated into
English. In any possible event of interpretation the Finnish
version shall prevail.

The Board of Directors may resolve on the transfer of the stock
options, or part of them, to the book entry system later and on
required technical changes to the conditions. The company shall
resolve on matters related to stock options and the shares to be
subscribed and give stipulations binding on holders. The Board of
Directors may make other than essential changes to the conditions.

The stock option holder shall not be entitled to any compensation
relating to the stock option on any grounds during or after the
employment with the company or a subsidiary of the group. No
benefit derived from the option right shall be pensionable.

The company may take necessary measures without hearing out the
stock option holders, for legal payment or other liability in
respect of the share options, and to enhance share option
administration. To implement withholding liabilities the company
has the right e.g. to deduct the necessary amount from the income
resulting from the transfer of option rights or sale of shares
subscribed for with the share options, and the right to transfer
without the consent of the grantee share options from his book-
entry account to an account designated by the company to be kept
on such an account for him.

If the grantee of option rights breaches these terms and
stipulations given by the company and/or applicable laws and
regulations, the company has the right to redeem free of charge
all the stock options which have not yet at the time of the breach
been transferred or used for share subscription.

All announcements related to these stock options between the
company and the stock option holders may be sent either by post or
e-mail.

SSH COMMUNICATIONS SECURITY CORP
The Board of Directors

Distribution:
Helsinki Exchanges
The main media

© 2002 SSH Communications Security Corp. All rights reserved. ssh® is a registered trademark of SSH Communications Security Corp in the United States and in certain other jurisdictions. All other names and marks are property of their respective owners.