News

The Board of Directors of Company hereby summons the shareholders to
the Annual General Meeting on April 29, 2003.

THE PROPOSALS OF THE BOARD OF DIRECTORS OF COMPANY TO THE ANNUAL
GENERAL MEETING IN 2003

- No dividend shall be paid: it is proposed that the net loss of for
the period shall be entered in the shareholders' equity. The Board
also proposes that the loss shown in the balance sheet be covered by
reducing the issue premium fund.
- The Board of Directors shall be re-authorised 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 amendment of section II.4 of the Option Plan I/1999.


THE PROPOSAL OF THE BOARD OF DIRECTORS FOR MEASURES OWING TO THE LOSS
SET OUT IN THE CONSOLIDATED BALANCE SHEET.

The company has no distributable earnings. The Board of Directors of
Company shall propose to the Annual General Meeting on April 29, 2003
that no dividend shall be paid for the financial year 2002 and that
the net loss of EUR 8,030,987.71 reported for the period shall be
entered in the shareholders' equity. The Board also proposes that the
loss of EUR 13,626,297.62 shown in the balance sheet be covered by
reducing the issue premium fund.


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

The Board of Directors proposes that the General Meeting of
shareholders shall authorize the Board of Directors to decide on an
increase in the share capital by an issue of new shares, and/or issue
of an option loan or a convertible bond, and/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 amount of EUR 120,000 by issuing a maximum number of
4,000,000 new shares with a par value of three cents (EUR 0.03) each
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. 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 shares and that the authorisation includes
the right to deviate from the shareholders pre-emptive rights to the
share subscription, on the basis that there is an important financial
reason on part of the company to do so, such as the expansion of
ownership of shares, the strengthening of the company’s capital
structure, financing of business acquisitions, the carrying out of co-
operation arrangements, or the motivation of personnel. The proposal
for authorization is to include the right of the Board of Directors to
decide on the basis of defining the subscription price and the final
amount of the subscription price. The Board of Directors is not
entitled to deviate from the shareholders pre-emptive right in favor
of the persons belonging to the inner circle of the company.  New
shares can also be subscribed to with property given as capital
contribution, by set off or otherwise on specific terms and
conditions. It is proposed that the authorization is effective until
April 29, 2004.


THE PROPOSAL OF THE BOARD OF DIRECTORS TO ISSUING STOCK OPTIONS I/2003

The Board of Directors proposes to the General Meeting that the
SSH non-executive Board members, CEO and key personnel of SSH Group
and the wholly owned subsidiary of Company is to be offered for
subscription a maximum aggregate number of 625,000 stock options,
which would entitle the option holders to subscribe for a maximum
aggregate number of 625,000 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 the closing price of the Company’s
shares on the Helsinki Exchanges on May 6, 2003 plus ten percent (10%)
and rounded up to the nearest cent.

The terms 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, 2004;
May 1, 2005; May 1, 2006, and shall terminate on May 1, 2009. Shares
are to be paid for when subscribed to.

The share capital of the Company may increase in total by a maximum of
EUR 18,750 due to the share subscriptions based on stock options.


THE PROPOSAL OF THE BOARD OF DIRECTORS FOR ISSUING STOCK OPTIONS
II/2003

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/2003 with a maximum aggregate
number of seventy-five thousand (75,000) stock options, which would
entitle the subscriptions to a maximum aggregate number of seventy-
five thousand (75,000) 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 is the closing price of the
Company’s shares on the Helsinki Exchanges on May 6, 2003 plus ten
percent (10%) and rounded up to the nearest cent.

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 May 1, 2004;
May 1, 2005; May 1, 2006 and May 1 2007, and shall terminate on April
29, 2013. Shares are to be paid for on subscription.

The share capital of Company may increase in total by a maximum of two
thousand two hundred and fifty (2,250) euros due to the share
subscriptions based on stock options.


THE PROPOSAL OF THE BOARD OF DIRECTORS TO THE GENERAL MEETING TO
AMENDING SECTION II.4 OF THE OPTION PLAN I/1999

The Board of Directors proposes that the General Meeting amends
section II.4 (the prohibition of assignment and the duty to offer) of
the Option Plan I/1999 issued by the decision of the General Meeting
on August 5, 1999, on the grounds of the principle of free transfer,
so that the paragraph providing for the nullification of issued option
rights, on the basis of termination of the employment, task or service
contract, will be removed from the Option Plan.

APPENDICES:

1. The proposal of the Board of Directors for authorisation of the
Board of Directors to decide to increase the share capital by an issue
of new shares, or issuing stock options, or issuing an option loan or
a convertible bond and the report of the Auditor
2. The proposal of the Board of Directors to issue stock options
I/2003
3. The proposal of the Board of Directors to issue stock options
II/2003 and the report of the Auditor concerning the issue of stock
options I/2003 and II/2003
4. The proposal of the Board of Directors to amend section II.4 of the
Option Plan I/1999

Copies of financial statements, proposals of the Board of Directors,
and other documents required to be displayed under Finnish Companies
Act are available for inspection by shareholders for 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 AUTHORIZE THE BOARD
OF DIRECTORS TO DECIDE TO INCREASE 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 that the General Meeting of
shareholders, by annulling all previous authorizations, shall
authorize the Board of Directors to decide on an increase in the share
capital by an issue of new shares, and/or issue of an option loan or a
convertible bond, and/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 amount of EUR
120,000 by issuing a maximum number of 4,000,000 new shares with a par
value of three cents (EUR 0.03) each 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 shares and that the authorization includes
the right to deviate from the shareholders pre-emptive rights to the
share subscription, on the basis that there is an important financial
reason on part of the company to do so, such as the expansion of
ownership of shares, the strengthening of the company’s capital
structure, the financing of a business acquisitions, the carrying out
of co-operation arrangements, or the motivation of personnel. The
proposal for authorization is to include the right of the Board of
Directors to decide on the bases of defining the subscription price
and the final amount of the subscription price. The Board of Directors
is not entitled to deviate from the shareholders pre-emptive right in
favor of the persons belonging to the inner circle of the company.
New shares can also be subscribed to with property given as capital
contribution, by set off or otherwise on specific terms and
conditions. It is proposed that the authorization is effective until
April 29, 2004.

In Helsinki, on 19 March 2003

The Board of Directors


AUDITORS’ STATEMENT

To SSH Communications Security Corp’s Annual General Meeting

SSH Communications Security Corp’s Board of Directors will propose  to
the  Annual  General  Meeting of April 29, 2003 that  the  AGM,  after
canceling previous Board authorizations, should authorize the Board of
Directors  to decide to increase share capital through a rights  issue
and/or  issue a bond with warrants or a convertible bond and/or  issue
stock  options in one or several tranches in such a way that,  on  the
basis of the rights issue and the convertible bonds and stock options,
the  share capital may increase by a maximum of EUR 120,000 by issuing
a  maximum of 4,000,000 new shares, at a per-share nominal value of  3
cents  (EUR  0.03), for subscription at the price,  and  otherwise  on
terms, determined by the Board of Directors.

The authorization includes the right to deviate from the shareholders’
pre-emptive  right, as defined in Chapter 4, Section 2 in the  Finnish
Companies Act, and decide on the criteria for the determination of the
subscription price, the final subscription price and other  terms  and
conditions and matters, as well as on those eligible for subscription.
The  rights  issue can also be carried out against property  given  as
subscription in kind through setoff procedure or otherwise on  certain
terms and conditions.

As  SSH  Communications Security Corp’s authorized public accountants,
we  hereby state, in accordance with Chapter 4, Section 4 a, Paragraph
2  in  the Finnish Companies Act, that the Board’s proposal, dated  on
March  19,  2003,  gives a true and fair view of the reasons  for  the
deviation from the shareholders’ pre-emptive rights.

Helsinki, March 19, 2003

PricewaterhouseCoopers Oy
Authorized Public Accountants


Henrik Sormunen
Authorized Public Accountant


THE PROPOSAL OF THE BOARD OF DIRECTORS TO THE GENERAL MEETING ON APRIL
29, 2003 TO ISSUE OPTIONS FROM OPTION PLAN I / 2003 TO BE SUBSCRIBED
TO BY THE KEY PERSONS OF THE GROUP, THE MEMBERS OF BOARD, CEO AND/OR A
WHOLLY OWNED SUBSIDIARY

The Board of Directors proposes to the General Meeting that the
Company issues stock options to the non-executive members of the Board
of Directors of Company, CEO, members of the Boards of Directors of
the subsidiaries and/or other management and/or key personnel and/or
to 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 plan I/2003 with a maximum aggregate number
of 625,000 stock options which entitle the holders to subscribe to a
maximum aggregate number of 625,000 new shares of SSH Communications
Security Corp, with a par value of three (3) cents (EUR 0.03) each.
The deviation from the shareholders’ rights of pre-emption 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) each. The
subscription price for a share is the closing price of Company’s
shares on the Helsinki Exchanges on May 6, 2003 plus ten percent (10%)
and rounded up to the nearest cent.

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, 2004;
May 1, 2005; and May 1, 2006, and shall all terminate on May 1, 2009.
Shares are to be paid for in full when subscribed to.

The share capital of Company may increase in total by a maximum of EUR
18,750 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 2.98 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 3.36 percent.

In Helsinki, on 19 March 2003

The Board of Directors


Appendices     Terms and Conditions of SSH Communications Security
               Corp Stock Options Plan I / 2003

               Auditor’s statement on the bases of the determination
               of the subscription price and the reasons for the
               deviation from shareholders’ pre-emption rights


TERMS AND CONDITIONS OF SSH COMMUNICATIONS SECURITY CORP STOCK OPTION
PLAN (I / 2003)


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 625,000 Stock Options that will entitle the holders to
subscribe to a maximum of 625,000 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 the non-
executive members of the Board of Directors, CEO and/or members of the
Boards of Directors of the subsidiaries and/or other management and/or
key persons of the Company and its subsidiary companies, as nominated
by the Board of Directors (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 key
persons as 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
the 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 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
is not entitled in itself 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 15, 2003 - July 15,
2003, 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 a schedule decided
by the Board of Directors. Grant of option rights assumes that the
subscribers have opened necessary book-entry account and related bank
accounts.

5. Warrants

An aggregate maximum number of 625,000 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

- Two hundred and eight thousand (208,000) shall be identified by the
letter A;
- Two hundred and eight thousand (208,000) shall be identified by the
letter B; and
- Two hundred and nine thousand (209,000) shall be identified by the
letter C.

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 the
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, 2003. 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 18,750 and the
amount of the shares by a maximum of 625,000 shares.

2. Share Subscription and payment

The Share Subscription period is on the:

- Stock Option A       May 1, 2004 - May 1, 2009;
- Stock Option B       May 1, 2005 - May 1, 2009; and
- Stock Option C       May 1, 2006 - May 1, 2009.

The subscription for shares will take place in the Company’s head
office and/or possibly in another place(s) to be confirmed.

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 for in full at the time of 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 is by virtue of all the various Stock
Options for the new shares with a par value of three (3) cents (EUR
0.03). The subscription price for a share is the closing price of
Company’s shares on the Helsinki Exchanges on May 6, 2003 plus ten
percent (10%) and rounded up to the nearest cent.

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 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 unilaterally to 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

The shares will entitle 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 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 to 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, with such
arbitration to take place in Helsinki. 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 and
conditions 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 to 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
Stock Options, and to enhance stock 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 by Stock Options, and the right to transfer without
the consent of the grantee Stock 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 exercised
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
29, 2003 TO ISSUE STOCK OPTIONS II / 2003 TO BE SUBSCRIBED TO BY THE
MANAGEMENT AND PERSONNEL OF SSH COMMUNICATIONS SECURITY, INC.

The Board of Directors proposes that to the General Meeting approves
the for issuing 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/2003 at maximum aggregate
number of seventy-five thousand (75,000) stock options which entitle
the subscription of at maximum aggregate number of seventy-five
thousand (75,000) new shares of SSH Communications Security Corp, with
par value of three (3) cents (EUR 0.03 euros) each. The deviation from
shareholders’ pre-emption rights is proposed since stock options are
designated 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) each. The
subscription price of the share is the closing price of Company’s
shares on the Helsinki Exchanges on May 6, 2003 plus ten percent (10%)
and rounded up to the nearest cent.

The term of share subscription based on stock options shall commence
as more precisely defined in Terms of Stock Option Subscription, and
gradually subject to the stock option rights on May 1, 2004; May 1,
2005; May 1, 2006 and May 1, 2007, and they will terminate on April
29, 2013. Shares are to be paid for on subscription when subscribed.

The share capital of Company may increase in total by a maximum of two
thousand two hundred and fifty (EUR 2,250) euros due to the share
subscriptions based on stock options.

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

In Helsinki, on 19 March 2003

The Board of Directors

Appendices     Terms and Conditions of SSH Communications Security
               Corp Stock Options II / 2003

               Auditor’s statement on the bases of the determination
               of the subscription price and the reasons for the
               deviation from shareholders’ pre-emption rights


TERMS AND CONDITIONS OF SSH COMMUNICATIONS SECURITY CORP STOCK OPTIONS
(II/2003)

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 75,000 Stock options that will entitle the holders to
subscribe to a maximum of 75,000 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, 2003, 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 75,000 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

- Eighteen thousand seven hundred and fifty (18,750) shall be
identified by the letter A;
- Eighteen thousand seven hundred and fifty (18,750) shall be
identified by the letter B;
- Eighteen thousand seven hundred and fifty (18,750) shall be
identified by the letter C; and
- Eighteen thousand seven hundred and fifty (18,750) 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, 2003. 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 2,250.00 and the
amount of the shares by a maximum of 75,000 shares.

2. Share Subscription and payment

The Share Subscription period is on the:

- Stock option A       May 1, 2004 - April 29, 2013;
- Stock option B       May 1, 2005 - April 29, 2013;
- Stock option C       May 1, 2006 - April 29, 2013; and
- Stock option D       May 1, 2007 - April 29, 2013.

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, 2003 plus ten percent (10%) and
rounded up to the nearest cent.

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). 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.

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 29, 2013.


AUDITORS’ STATEMENT

To SSH Communications Security Corp’s Annual General Meeting

As defined in Chapter 4, Section 4 a, Paragraph 2 in the Finnish
Companies Act, we, as SSH Communications Security Corp’s authorized
public accountants, hereby state the following of the Board’s
proposal, dated on March 19, 2003, for the issue of stock options
I/2003 and II/2003:

The Board’s proposals for stock option issues give a true and fair
view of the grounds of the determination of subscription prices, and
reasons for the deviation of pre-emptive rights.

Helsinki, March 19, 2003

PricewaterhouseCoopers Oy
Authorized Public Accountants



Henrik Sormunen
Authorized Public Accountant


CANCELLING OF OPTION RIGHTS I/2002 AND II/2002 THAT ARE IN THE
COMPANY'S POSSESSION

The Board of Directors will make a decision, based on which the Stock
options from the Stock option plans I/2002 and II/2002 that are in the
Company's possession and haven't been granted yet or that have been
returned to the Company will be cancelled.


THE PROPOSAL OF THE BOARD OF DIRECTORS TO THE GENERAL MEETING TO AMEND
SECTION II.4 OF THE OPTION PLAN I/1999

The Board of Directors proposes that the General Meeting amends
section II.4 (the prohibition of assignment and the duty to offer) of
the Option Plan I/1999 issued by the decision of the General Meeting
on August 5, 1999, so that the following paragraph will be removed and
deleted from it:

“In case the service contract with a person to whom the company has
issued the option right terminates regarding the employment, post or
service contract with the company or with the possible group company,
the option right will be nullified after one (1) month from the
termination of the above mentioned employment, post or service
contract."

The ground for the proposed amendment is that the above-mentioned
condition might in some circumstances conflict with the principle of
free transfer of the option right. The Board of Directors considers
that the preliminary principle of applicable to an option right is the
principle of free transfer from the beginning of the stock
subscription, and in order to secure that the Board of Directors
proposes the amendment of the above-mentioned condition.

In Helsinki, on 19 March 2003

The Board of Directors

© 2003 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.