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THE PROPOSALS OF THE BOARD OF DIRECTORS OF COMPANY TO THE ANNUAL GENERAL MEETING IN 2002

- No dividend shall be paid
- 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 SSH Group
- Option rights shall be issued to the management and personnel of
  SSH Communications Security, Inc.

THE PROPOSAL OF THE BOARD OF DIRECTORS FOR MEASURES OWING TO A
LOSS ACCORDING TO THE COMPANY’S CONSOLIDATED BALANCE SHEET FOR THE 
FINANCIAL YEAR 2001

The Board of Directors of Company shall propose to the Annual
General Meeting on April 11, 2002 that the confirmed loss of 
financial period is to be entered to the equity of Company, and 
that no dividend shall be paid.

THE PROPOSAL OF THE BOARD OF DIRECTORS TO RE-AUTHORIZE THE
BOARD OF DIRECTORS TO DECIDE ON THE INCREASE OF THE COMPANY’S 
SHARE CAPITAL BY AN ISSUE OF NEW SHARES, OR ISSUE OF STOCK 
OPTIONS, OR ISSUE OF AN OPTION LOAN OR A CONVERTIBLE BOND

The Board of Directors shall propose to the General Meeting that 
the Company cancels all of the previous authorizations, and re-
authorizes the Board of Directors to decide on an increase of the 
share capital by an issue of new shares, and/or option loan, 
convertible bond, or stock options, through one or more issues so 
that the share capital can be increased by such new issue, 
convertibles and warrants, by a maximum aggregate amount of
EUR 120,000 by offering for subscription a maximum number of
4,000,000 new shares with a par value of 3 cents (EUR 0,03) each, 
at a price to be defined by the Board of Directors and in other 
respects on such other conditions as may be determined by the 
Board of Directors. The Board of Directors proposes that the Board 
of Directors is authorized to decide on the persons entitled to 
subscribe to the shares and that the authorization also includes 
the right to deviate from pre-emption rights of shareholders, on 
the basis that there is an important financial
reason on part of Company for doing so, such as the expansion of
the ownership of shares and/or strengthening Company’s capital
structure, finance of acquisitions and/or other business
transactions, and execution of co-operation arrangements, or
motivation of personnel. The proposal would include the 
authorization for the Board of Directors to decide on the bases 
for defining the subscription price. The Board of Directors may 
not deviate from the pre-emption rights in favor of members of the 
Company’s inner circle. The issue of new shares may also be 
conducted in kind or otherwise on special terms and conditions. 
The term of authorization is proposed to last until April 11, 2003.

THE PROPOSAL OF THE BOARD OF DIRECTORS TO ISSUING STOCK OPTIONS 
I/2002

The Board of Directors proposes to the General Meeting that the
personnel of SSH Group and the wholly owned subsidiary of Company 
is to be offered for subscription a maximum aggregate number of 
2,000,000 stock options, which would entitle the option holders to 
subscribe for a maximum aggregate number of 2,000,000 new shares 
in the Company with a par value of three (3) cents (EUR 0.03) 
each. The deviation from shareholders’ pre-emption rights is 
proposed since stock options are designed as part of the 
motivation program for the group’s personnel. The subscription 
price of a share is three euros and fifty cents (EUR 3,50).

The term of the share subscription based on stock options shall
commence as more precisely defined in the Terms of Stock Option
Subscription, and subject to the stock option rights on May 1, 
2002; May 1, 2003; May 1, 2004 and May 1, 2005, and shall 
terminate on May 1, 2008. Shares are to be paid for when 
subscribed to. 

The share capital of the Company may increase in total by a 
maximum of EUR 60,000 due to the share subscriptions based on 
stock options.

THE PROPOSAL OF THE BOARD OF DIRECTORS FOR ISSUING STOCK OPTIONS 
II/2002

The Board of Directors proposes that the General Meeting approves 
the issue of stock options to persons belonging to management 
and/or personnel of SSH Communications Security, Inc. as 
designated by the Board of Directors of SSH Communications 
Security Corp, according to the terms of stock option program 
II/2002 with a maximum aggregate number of ninety-four thousand 
(94,000) stock options, which would entitle the subscriptions to a 
maximum aggregate number of ninety-four thousand (94,000) new 
shares of SSH Communications Security Corp, with a par value of 
three (3) cents (EUR 0.03) each. The deviation from shareholders’ 
pre-emption rights is proposed since stock options are designed as 
part of the motivation program for the group’s personnel.

Each stock option will entitle the holder to subscribe to one new 
share in the Company with a par value of three (3) cents (EUR 
0.03). The subscription price of the share will be the closing 
price of the Company’s shares on the Helsinki Exchanges on May 6, 
2002.

The term of the share subscriptions based on stock options shall 
commence as more precisely defined in the Terms of Stock Option 
Subscription, and subject to the stock option rights on June 6, 
2002; May 6, 2003; May 6, 2004 and May 6, 2005, and shall 
terminate on April 11, 2012. Shares are to be paid for on 
subscription.

The share capital of Company may increase in total by a maximum of 
two thousand eight hundred and twenty (2,820) euros due to the 
share subscriptions based on stock options. 

APPENDICES:
1. The proposal of the Board of Directors to authorize the
Board of Directors to decide on an increase in the share capital 
by an issue of new shares, issue of stock options, or issue of an 
option loan or a convertible bond
2. The proposal of the Board of Directors to issue stock options 
I/2002
3. The proposal of the Board of Directors to issue stock options 
II/2002

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

THE PROPOSAL OF THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD
OF DIRECTORS TO DECIDE ON AN INCREASE IN THE SHARE CAPITAL BY AN 
ISSUE OF NEW SHARES, ISSUE OF STOCK OPTIONS, OR ISSUE OF AN OPTION 
LOAN OR A CONVERTIBLE BOND

The Board of Directors proposes to the General Meeting that the 
Company cancels all of the previous authorizations, and re-
authorizes the Board of Directors to decide on an increase in the 
share capital by an issue of new shares, issue of an option loan 
or a convertible bond, or issue of stock options, through one or 
more issues, so that the share capital can be increased by such 
new issue, convertibles and warrants, by a maximum aggregate of 
EUR 120,000 by offering for subscription a maximum number of 
4,000,000 new shares with a par value of 3 cents (EUR 0.03) at a 
price to be defined by the Board of Directors and in other 
respects on such conditions as may be determined by the Board of 
Directors. This amount is approximately equivalent to 14,4 percent 
of the current registered share capital and aggregate number of 
votes.

The Board of Directors proposes to the General Meeting that the 
Company authorizes the Board of Directors to decide on the persons 
entitled to subscribe to the shares, stock options and/or 
convertibles, and that the authorization includes the right to 
deviate from the shareholders existing pre-emption rights on the 
basis that there is an important financial reason on part of 
Company to do so, such as the expansion of ownership of shares 
and/or the strengthening of the Company’s capital structure, 
financing acquisitions and/or other business transactions, and 
execution of co-operation arrangements, or motivation of 
personnel. The proposal is to include the right of the Board of 
Directors to decide on the bases of defining the subscription 
price in the authorization. The Board of Directors may not deviate 
from the shareholders pre-emption rights in favor of a member of 
Company’s inner circle. The issue of new shares can be conducted 
also in kind or otherwise on specific terms and conditions. The 
term of authorization is proposed to last until April 11, 2003.

In Helsinki, on 20 March 2002

The Board of Directors

THE PROPOSAL OF THE BOARD OF DIRECTORS TO THE GENERAL MEETING ON
APRIL 11, 2002 TO ISSUE STOCK OPTIONS TO BE SUBSCRIBED TO BY THE
PERSONNEL OF GROUP, THE MEMBERS OF BOARD AND/OR SUBSIDIARIES

The Board of Directors proposes to the General Meeting that the 
Company issues stock options to persons belonging to board of 
directors of Company and its subsidiaries, other management and/or 
personnel and/or the wholly owned subsidiary of the Company, as 
designated by the Board of Directors of SSH Communications 
Security Corp, according to the terms of stock option program 
I/2002 with a maximum aggregate number of two million (2,000,000) 
stock options which entitle the holders to subscribe to a maximum 
aggregate number of 2,000,000 new shares of SSH Communications 
Security Corp, with a par value of three (3) cents (EUR 0.03). The 
deviation from shareholders’ pre-emption rights is proposed since 
stock options are designed as a part of the motivation program for 
the group’s personnel.

Each stock option entitles the holder to subscribe to one new 
share of the Company with a par value of three (3) cents (EUR 
0.03). The subscription price of the share is Three euros and 
fifty cents (EUR 3.50).

The terms of the share subscriptions based on stock options shall 
commence as more precisely defined in Terms of Stock Option 
Subscription, and subject to the stock option rights, on May 1, 
2003; May 1, 2004; May 1, 2005 and May 1, 2006, and shall 
terminate on May 1, 2008. Shares are to be paid for when 
subscribed to.

The share capital of Company may increase in total by a maximum of 
EUR 60,000 due to the share subscriptions based on stock options.

Some of the holders of the stock options entitled to share 
subscriptions based on stock options are members of the Company’s 
inner circle. These persons’ proportion of Company’s shares and 
votes based on shares is approximately 2.7 percent. If these 
persons exercise all of the stock options that have been offered 
to them, their proportion of Company’s shares and votes based on 
shares may increase up to a maximum of 4.8 percent.

In Helsinki, on 20 March 2002

The Board of Directors

Appendix Terms and Conditions of SSH Communications Security Corp 
Stock Options I/2002

TERMS AND CONDITIONS OF SSH COMMUNICATIONS SECURITY CORP STOCK
OPTIONS (I / 2002)

I. TERMS OF STOCK OPTION SUBSCRIPTION

1. The Number of Stock Options

SSH Communications Security Corp (the"Company") will issue in 
total a maximum of 2,000,000 Stock options that will entitle the 
holders to subscribe to a maximum of 2,000,000 new shares with a 
par value of three (3) cents (EUR 0.03) each.

2. Stock Options

The Company will issue Stock options for subscription, in 
deviation from the shareholders´ pre-emptive right of 
subscription, as nominated by the Board of Directors, to the 
members of the Board of Directors, other management and/or 
personnel of the Company or its subsidiary companies (hereinafter 
referred to as"Grantees of Option Rights") and /or to the wholly 
owned subsidiary company, which is later able to offer Stock 
options to the above mentioned Grantees of Option Rights.  

The deviation from the shareholders´ pre-emptive rights is 
acceptable because the Stock options are intended to be a part of 
the incentive program for the management and personnel of the 
Company to safeguard technical and economic know-how in the 
Company, and to secure the commitment of the management and 
personnel for continuous and long-term activities to develop the 
company and its value.

3. Stock Option Distribution

The Board of Directors will decide on the distribution of the 
Stock options, which will be issued free of charge. Stock options 
issued to the subsidiary company are designed to be issued to the 
persons affiliated with or recruited to the Company or to its 
subsidiary company according to the decisions of the Board of 
Directors. The subsidiary company is not entitled to subscribe to 
the shares of the Company with the Stock options.  

4. Stock Option Subscription

The Stock options can be subscribed to during May 1, 2002 - July 
15, 2002, as later precisely decided by the Board of Directors. 
The subscription will either take place in the Company’s head 
office in Helsinki or in another place to be confirmed. The Stock 
options will be issued to the subscribers free of charge. The 
Stock options shall be issued within the Book-Entry System 
according to schedule decided by the Board of Directors. Granting 
of the option rights presumes that the subscribers have opened 
necessary book-entry account and related bank accounts.

5. Warrants

An aggregate maximum number of 2,000,000 Stock options, which 
entitle to the holder to subscribe to one new share each, will be 
issued to named persons.

Of the Stock options, a maximum of

- five hundred thousand (500,000) shall be identified by the 
letter A;
- five hundred thousand (500,000) shall be identified by the 
letter B;
- five hundred thousand (500,000) shall be identified by the 
letter C; and
- five hundred thousand (500,000) shall be identified by the 
letter D;

6. Approval of the Subscriptions

The Board of Directors of the Company shall approve the 
subscriptions. In the event of an over-subscription the Board of 
Directors shall decide upon an appropriate reduction of the 
subscriptions.

In the event all of those entitled to the subscription do not use 
their rights, the total of the Stock options will be reduced by 
number of options offered for those subscriptions. There is no 
secondary subscription right to subscribe to the Stock options, 
and thus the subscription to the stock options will lapse if none 
of the persons entitled to the subscriptions use their rights.

The subscribers will be informed of the approval of their 
subscriptions in writing or otherwise verifiably by July 25, 2002. 
The Company will decide on all measures related to Stock options.

The Company has the right to retain the Stock options as security 
for the prohibition of transfer mentioned in the share 
subscription terms under paragraph II.4. The subscriber is 
entitled to receive those stock options on that part of the 
transfer, which is no longer prohibited.

The Company may register the limitation on transfer, as mentioned 
in paragraph II.4, into the option holder’s book-entry account, 
without the holders consent. The Company also has the right, in 
order to implement this limitation of transfer, to 
transfer Stock options from the holder’s book-entry account to 
another book-entry account without the holder’s consent. 

II. TERMS AND CONDITIONS OF SHARE SUBSCRIPTION

1. Right to Subscribe to New Shares

Each of the Stock options will entitle the holder to subscribe to 
a share of SSH Communications Security Corp at a par value of 
three (3) cents (EUR 0.03). The share capital of the Company may 
increase as a consequence of the subscription by a maximum of EUR 
60,000 and the amount of the shares by a maximum of 2,000,000 
shares.

2. Share Subscription and payment

The Share Subscription period is on the:

- Stock option A 	May 1 2003 - May 1 2008;
- Stock option B  	May 1 2004 - May 1 2008;
- Stock option C 	May 1 2005 - May 1 2008; and
- Stock option D 	May 1 2006 - May 1 2008.

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

The Stock options shall be issued within the Book-Entry System. 
The Stock options in the form of book-entries are removed from the 
subscriber’s book-entry account at the subscription of shares. The 
shares shall be paid at the subscription. 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 Stock 
options for the new shares with a par value of three (3) cents 
(EUR 0.03) will be three Euro and fifty cents (EUR 3.50) per share 
for all the Stock Options.

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 options may be transferred prior to the 
commencement of the subscription period. Thereafter such Stock 
options, the share subscription period of which has commenced, may 
be freely transferred. However, the Company may, for a particular 
reason, permit the transfer of the Stock option rights even 
earlier. Any resolution to this effect will be made by the Board 
of Directors.

Should the employment relationship of a subscriber with the 
Company or a company within the group terminate before the 
commencement of the share subscription period related to the Stock 
option right, the Company is entitled to unilaterally cancel the 
option right. Alternatively a terminated person will be 
immediately obliged on the last day of the employment relationship 
to offer those Stock options to the Company free of charge in 
relation to which the share subscription period mentioned in 
paragraph II.2 had not commenced. As an exception to the 
aforesaid, the Company may for a particular reason give permission 
to deviate from this obligation. Any resolution to this effect 
will be made by the Board of Directors.

5. Registration of shares

Shares subscribed to and fully paid up shall be registered in the 
subscriber’s book-entry account.

6. Shareholder rights

A Shareholder will have the right to the 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 increase the share capital through an issue of 
new shares, or issue new convertible bonds or stock options before 
the share subscription, the holders of the Stock options will have 
the same or equal right as the existing shareholders. Equality 
will be implemented in a manner resolved by the Board of Directors 
so that the number of the shares subscribed, and/or share 
subscription prices, will be amended.

Should the Company increase the share capital through a bonus 
issue before the share subscription, 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 reduce its share capital before the share 
subscription, the right to the share subscription of the holders 
will be amended correspondingly in the manner specified in the 
resolution to lower the share capital.

Should the Company be placed into liquidation before the share 
subscription, 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 company or with a 
company to be formed, or resolve to be divided, the holders of the 
Stock options shall be entitled to subscribe to shares or to 
exchange the Stock options to stock options issued by the 
surviving 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 through an 
offer to all the shareholders, the option holder will be entitled 
to a corresponding or equal offer. In other cases, the acquisition 
of the Company’s own shares will 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 be entitled to a right of redemption 
regarding the other shareholders’ shares in accordance with the 
Finnish Companies Act, the option holder should be given an equal 
chance with the other shareholders to sell his/her option rights 
to the redeemer. Correspondingly the option holder has a similar 
duty as a shareholder to transfer all his/her option rights to the 
redeemer.

Should the number of shares be altered with the total 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. Resolution of Disputes

Disputes concerning the stock options shall be finally settled by 
arbitration in accordance with the Arbitration Rules of the 
Finnish Central Chamber of Commerce in Helsinki, Finland. These 
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. Documents concerning stock options are available 
for inspection at the Company’s head office in Helsinki. These 
terms of the stock options are translated into English, but in the 
event of a conflict, the Finnish language version shall prevail.

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 non-essential changes to 
these conditions.

The stock option holder shall not be entitled to any compensation 
relating to the Stock option for any reason 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 obligations and 
liabilities the Company has the right, for example, to deduct the 
necessary amount from the proceeds resulting from the transfer of 
Stock options or sale of shares subscribed to with the share 
options, and the right to transfer without the consent of the 
grantee share options from his/her book-entry account to an 
account designated by the Company to be kept on such an account 
for him/her.

If the grantee of option rights breaches these terms and 
conditions and/or applicable laws and regulations, the Company has 
the right to invalidate and/or 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 option rights between the 
Company and the stock option holders may be sent either by post or 
e-mail.

THE PROPOSAL OF THE BOARD OF DIRECTORS TO THE GENERAL MEETING ON 
APRIL 11, 2002 TO ISSUING STOCK OPTIONS II / 2002 TO BE SUBSCRIBED 
TO BY THE MANAGEMENT AND PERSONNEL OF SSH COMMUNICATIONS SECURITY, 
INC.

The Board of Directors proposes that the General Meeting approves 
the issue of stock options to persons belonging to management 
and/or personnel of SSH Communications Security, Inc. as 
designated by the Board of Directors of SSH Communications 
Security Corp, according to the terms of stock option program 
II/2002 at maximum aggregate number of ninety-four thousand 
(94,000) stock options which entitle the subscription of at 
maximum aggregate number of ninety-four thousand (94,000) new 
shares of SSH Communications Security Corp, with par value of 
three (3) cents (EUR 0.03). The deviation from shareholders’ pre-
emption rights is proposed since stock options are designed as a 
part of motivation program of the group’s personnel.

Each stock option entitles the holder to subscribe to one new 
share of the Company with a par value of three (3) cents (EUR 
0.03). The subscription price of the share is the closing price of 
Company’s shares on the Helsinki Exchanges on May 6, 2002.

The term of share subscription based on stock options shall 
commence as more precisely defined in Terms of Stock Option 
Subscription, and subject to the stock option rights on June 6, 
2002; May 6, 2003; May 6, 2004 and May 6, 2005, and they will 
terminate on April 11, 2012. Shares are to be paid for on 
subscription.

The share capital of Company may increase in total by a maximum of 
two thousand eight hundred and twenty (2,820) euros due to the 
share subscriptions based on stock options. 

Stock options cannot be issued to persons belonging to the inner 
circle of the Company.

In Helsinki, on 20 March 2002 

The Board of Directors 

Appendices 	Terms and Conditions of SSH Communications 
Security Corp Stock Options II / 2002

TERMS AND CONDITIONS OF SSH COMMUNICATIONS SECURITY CORP STOCK 
OPTIONS (II/2002)

I. TERMS OF STOCK OPTION SUBSCRIPTION

1. The Number of Stock options 

SSH Communications Security Corp (the"Company") will issue in 
total a maximum of 94,000 Stock options that will entitle the 
holders to subscribe to a maximum of 94,000 new shares with a par 
value of three (3) cents (EUR 0.03) 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, to 
management and personnel of SSH Communications Security, Inc. 

The deviation from the shareholders´ pre-emptive rights is 
acceptable because the Stock options are intended to be a part of 
the incentive program for the management and personnel of SSH 
Communications Security, Inc. to safeguard technical and economic 
know-how in the company, and to secure the commitment of the 
management and personnel for continuous and long-term activities 
to develop the company and its value.

3. Stock Option Distribution

The Board of Directors will decide on the distribution of the 
Stock options, which will be issued free of charge and will 
determine whether such options will be Incentive Stock Options.

4. Stock Option Subscription

The Stock options can be subscribed to on May 6, 2002, as decided 
by the Board of Directors. The subscription will either take place 
in the Company’s head office in Helsinki or in another place to be 
confirmed. The Stock options will be issued to the subscribers 
free of charge. The Stock options shall be issued within the Book-
Entry System according to schedule decided by the Board of 
Directors. Granting of the option rights presumes that the 
subscribers have opened necessary book-entry account and related 
bank accounts.

5. Warrants

An aggregate maximum number of 94,000 Stock options, which entitle 
to the holder to subscribe to one new share each, will be issued 
to named persons.

Of the Stock options, a maximum of

- Twenty three thousand five hundred (23,500) shall be identified
  by the letter A;
- Twenty three thousand five hundred (23,500) shall be identified
  by the letter B;
- Twenty three thousand five hundred (23,500) shall be identified
  by the letter C; and
- Twenty three thousand five hundred (23,500) shall be identified
  by the letter D.

6. Approval of the Subscriptions

The Board of Directors of the Company shall approve the 
subscriptions. In the event of an over-subscription the Board of 
Directors shall decide upon an appropriate reduction of the 
subscriptions.

In the event all of those entitled to the subscription do not use 
their rights, the total of the Stock options will be reduced by 
number of options offered for those subscriptions. There is no 
secondary subscription right to subscribe to the Stock options, 
and thus the subscription to the stock options will lapse if none 
of the persons entitled to the subscriptions use their rights.

The subscribers will be informed of the approval of their 
subscriptions in writing or otherwise verifiably by June 25, 2002. 
The Company will decide on all measures related to Stock options.

The Company has the right to retain the Stock options as security 
for the prohibition of transfer mentioned in the share 
subscription terms under paragraph II.4. The subscriber is 
entitled to receive those stock options on that part of the 
transfer, which is no longer prohibited.

The Company may register the limitation on transfer, as mentioned 
in paragraph II.4, into the option holder’s book-entry account, 
without the holders consent. The Company also has the right, in 
order to implement this limitation of transfer, to transfer Stock 
options from the holder’s book-entry account to another book-entry 
account without the holder’s consent. 

II. TERMS AND CONDITIONS OF SHARE SUBSCRIPTION

1. Right to Subscribe to New Shares

Each of the Stock options will entitle the holder to subscribe to 
a share of SSH Communications Security Corp at a par value of 
three (3) cents (EUR 0,03). The share capital of the Company may 
increase as a consequence of the subscription by a maximum of EUR 
2,820.00 and the amount of the shares by a maximum of 94,000 
shares.

2. Share Subscription and payment

The Share Subscription period is on the:

- Stock option A 	June 6 2002 - April 11 2012;
- Stock option B  	May 6 2003 - April 11 2012;
- Stock option C 	May 6 2004 - April 11 2012; and
- Stock option D 	May 6 2005 - April 11 2012.

The subscription for shares will take place in the Company’s head 
office and/or possibly in another place/other places, to be 
informed later; provided, however, that each Stock option holder 
who is not an officer or director of the Company shall have the 
right to subscribe to their aggregate Stock option grant at a rate 
of no less than twenty percent (20%) per year over five (5) years 
from the date such Stock option is granted.

The Stock options in the form of book-entries are removed from the 
subscriber’s book-entry account at the subscription of shares. The 
shares shall be paid at the subscription. 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 Stock 
options for the new shares with a par value of three (3) cents 
(EUR 0.03) will be the fair market value of the Company’s shares 
as determined by the price of the Company’s shares at the close of 
trade on the Helsinki Exchanges on May 6, 2002.

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 options may be transferred prior to the 
commencement of the subscription period. Thereafter such Stock 
options, the share subscription period of which has commenced, may 
not be freely transferred, other than by will, by the laws of 
descent and distribution, or by instrument to an inter vivos or 
testamentary trust in which the Stock option rights are to be 
passed to beneficiaries upon the death of the trustor (settlor). 

Should the employment relationship of a subscriber with the 
Company or a company within the group terminate before the 
commencement of the share subscription period related to the Stock 
option right, the Company is entitled to unilaterally cancel the 
option right. Alternatively a terminated person will be 
immediately obliged on the last day of the employment relationship 
to offer those Stock options to the Company free of charge in 
relation to which the share subscription period mentioned in 
paragraph II.2 had not commenced. As an exception to the 
aforesaid, the Company may for a particular reason give permission 
to deviate from this obligation. Any resolution to this effect 
will be made by the Board of Directors.

Should the employment relationship of a subscriber with the 
Company or a company within the group terminate after the 
commencement of the share subscription period related to the Stock 
option right, and such subscriber does not subscribe to such Stock 
option right within three months of termination of his or her 
employment relationship with the Company, right to subscribe to 
new shares through these Stock option rights shall terminate 
entirely. 

5. Registration of shares

Shares subscribed to and fully paid up shall be registered in the 
subscriber’s book-entry account.

6. Shareholder rights

A Shareholder will have the right to the 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. 
The Company will provide financial statements to each stock option 
holder annually during the period such stock option holder has any 
stock options outstanding. Notwithstanding the foregoing, the 
Company will not be required to provide such financial statements 
to stock option holders when issuance is limited to key employees 
whose services in connection with the Company assures them access 
to equivalent information.

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

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

Should the Company increase the share capital through a bonus 
issue before the share subscription, 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 reduce its share capital before the share 
subscription, the right to the share subscription of the holders 
will be amended correspondingly in the manner specified in the 
resolution to lower the share capital.

Should the Company be placed into liquidation before the share 
subscription, 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 company or with a 
company to be formed, or resolve to be divided, the holders of the 
Stock options shall be entitled to subscribe to shares or to 
exchange the Stock options to stock options issued by the 
surviving 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 through an 
offer to all the shareholders, the option holder will be entitled 
to a corresponding or equal offer. In other cases, the acquisition 
of the Company’s own shares will 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 be entitled to a right of redemption 
regarding the other shareholders’ shares in accordance with the 
Finnish Companies Act, the option holder should be given an equal 
chance with the other shareholders to sell his/her option rights 
to the redeemer. Correspondingly the option holder has a similar 
duty as a shareholder to transfer all his/her option rights to the 
redeemer.

Should the number of share be altered with the total 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 and the number 
of shares purchasable and the share subscription price of any 
stock option will be adjusted in the event of a stock split, 
reverse stock split, stock dividend, recapitalization, combination 
or reclassification of the Company’s shares.

9. Resolution of Disputes

Disputes concerning the stock options shall be finally settled by 
arbitration in accordance with the Arbitration Rules of the 
Finnish Central Chamber of Commerce in Helsinki, Finland. These 
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. Documents concerning stock options are available 
for inspection at the Company’s head office in Helsinki. These 
terms of the stock options are translated into English, but in the 
event of a conflict, the Finnish language version shall prevail.

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 non-essential changes to 
these conditions.

The stock option holder shall not be entitled to any compensation 
relating to the Stock option for any reason 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 obligations and 
liabilities the Company has the right, for example, to deduct the 
necessary amount from the proceeds resulting from the transfer of 
Stock options or sale of shares subscribed to with the share 
options, and the right to transfer without the consent of the 
grantee share options from his/her book-entry account to an 
account designated by the Company to be kept on such an account 
for him/her.

If the grantee of option rights breaches these terms and 
conditions and/or applicable laws and regulations, the Company has 
the right to invalidate and/or 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 option rights between the 
Company and the stock option holders may be sent either by post or 
e-mail.

This Stock option plan will terminate on April 11, 2012. 


SSH COMMUNICATIONS SECURITY CORP
Board of Directors
	
Distribution:
Helsinki Exchanges
The Main Media

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