News

The Board of Directors hereby summons the shareholders to the Annual General Meeting on April 26, 2005.

THE PROPOSALS OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL
MEETING IN 2005

- Proposal to pay a dividend of EUR 0.29 per share. It is
proposed that the loss of the financial year shall be entered to
the shareholders’ equity.
- The Board of Directors shall be re-authorised to decide on the
issue of shares.
- Proposal for the changes to be made in the company’s option
programmes as a result of the dividend distribution.

THE PROPOSAL TO PAY A DIVIDEND AND THE PROPOSAL FOR THE MEASURES
TO BE TAKEN OWING TO THE LOSS OF THE FINANCIAL YEAR

The Board of Directors shall propose to the Annual General
Meeting of the Shareholders on April 26, 2005 that the company
shall pay a dividend of EUR 0.29 per a share. It is proposed that
the record date of the dividend distribution would be 29.4.2005
and the date of the payment 9.5.2005. The Board of Directors
proposes that the loss of the financial year of the parent
company, of EUR 5,271,997 shall be entered into the shareholders’
equity into the profit and loss account of the company.

THE PROPOSAL OF THE BOARD OF DIRECTORS TO AUTHORISE ITSELF TO
DECIDE ON AN INCREASE OF THE SHARE CAPITAL BY AN ISSUE OF NEW
SHARES OR A CONVERTIBLE BOND

The Board of Directors proposes that the General Meeting of the
Shareholders shall authorise, reversing the previous unused
authorisations, the Board of Directors to decide on an increase
of the share capital by an issue of new shares, and/or issue of
taking a convertible bond through one or more issues so that the
share capital can be increased by such new issue and on the base
of convertible bond by a maximum aggregate amount of EUR 165,000
by issuing a maximum number of 5,500,000 new shares with a
nominal value of three cents (EUR 0.03) each 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 furthermore that the General Meeting authorises the
Board of Directors to decide on the persons entitled to subscribe
to shares and that the authorisation includes a right to deviate
from the shareholders’ pre-emptive rights to the share
subscription on the basis, if there is an important financial
reason on part of the company to do so, such as an expansion of
ownership of shares and/or strengthening of the company’s capital
structure, financing of business acquisitions, carrying out of co-
operational arrangements, or motivating the personnel. The
proposal for the authorisation is also proposed 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 favour 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 authorisation is effective
until April 26, 2006.

THE PROPOSAL OF THE BOARD OF DIRECTORS FOR THE CHANGES TO BE MADE
IN THE COMPANY’S OPTION PROGRAMMES AS A RESULT OF THE DIVIDEND
DISTRIBUTION

The Board of Directors proposes that the General Meeting shall
decide to reduce the subscription prices of the shares to be
subscribed for by virtue of option rights, issued at various
times, with 0.29 euros per each share on the date of the payment
(May 9, 2005). The subscription price of the shares shall,
however, always be at least the par value of the shares.

APPENDICES:

1.       The proposal of the Board of Directors to decide on an
     increase of the share capital by an issue of new shares or a
     convertible bond, and the auditors’ statement
2.       The proposal of the Board of Directors for the changes
to be made in the company’s option programmes as a result of the
dividend distribution, and the auditors’ statement

Copies of financial statements, the proposals of the Board of
Directors and other documents required to be displayed under the
Finnish Companies Act are available for inspection by the
shareholders for one week prior to the General Meeting at the
Company head office, Valimotie 17-19, 00380 Helsinki, room 3002.

APPENDIX 1

THE PROPOSAL OF THE BOARD OF DIRECTORS TO DECIDE ON AN INCREASE
OF THE SHARE CAPITAL BY AN ISSUE OF NEW SHARES OR A CONVERTIBLE
BOND

The Board of Directors proposes that the General Meeting of the
Shareholders shall reverse the earlier unused authorisations and
shall authorise the Board of Directors to resolve on an increase
of the share capital by an issue of new shares, and/or an issue
of a convertible bond, through one or more issues so that the
share capital can be increased by such a new issue and on the
basis of convertible bonds by a maximum aggregate amount of EUR
165,000 by issuing a maximum number of 5,500,000 new shares with
a nominal value of three cents (EUR 0.03) each at a price defined
by the Board of Directors and in other respects on conditions
determined by the Board of Directors. This number of shares
equals to approx. 19.6 per cent of the currently registered share
capital and the total aggregate amount of votes.

The Board of Directors proposes furthermore to the General
Meeting of the Shareholders that the General Meeting shall
authorise the Board of Directors to decide on the persons
entitled to subscribe shares and/or convertible bonds and that
the authorisation includes a right to deviate from the
shareholders’ pre-emptive right to the share subscription if
there exists an important financial reason on part of the company
for doing so, such as expansion of ownership of shares and/or
strengthening of the company’s capital structure, financing
acquisitions and/or other business transactions, carrying out of
co-operation arrangements, or  motivation of personnel. The
proposal for authorisation is proposed to include the right of
the Board of Directors to decide also on the grounds for defining
the subscription price, the final amount of the subscription
price as well as other terms and details. The Board of Directors
may not deviate from the shareholders’ pre-emptive right in
favour of a person belonging to the inner circle of the company.
The issue of new shares can be conducted with property given as
capital contribution, by set off or otherwise on certain
conditions. It is proposed that the authorisation shall be
effective until April 26, 2006.

Helsinki, March 15, 2005

The Board of Directors

AUDITORS´ STATEMENT

To the annual General Meeting of SSH Communications Security Oyj

AS A STATEMENT PURSUANT TO THE FINNISH COMPANIES ACT, CHAPTER 4,
SECTION 4 A, PARAGRAPH 2 AND SECTION 12 B, PARAGRAPH 1, WE AS
AUTHORISED PUBLIC ACCOUNTANTS OF SSH COMMUNICATIONS SECURITY OYJ,
HEREBY STATE OF THE PROPOSAL GIVEN BY THE BOARD OF DIRECTORS ON
THE 15TH OF MARCH 2005 CONCERNING THE INCREASE OF THE SHARE
CAPITAL THROUGH ISSUE OF NEW SHARES AND/OR ISSUE OF CONVERTIBLE
LOAN THAT THE BOARD OF DIRECTOR´S PROPOSAL ON THE GROUNDS FOR
DEVIATION FROM THE SHAREHOLDERS´ PRE-EMPTIVE SUBSCRIPTION RIGHTS
IS PURSUANT TO THE FINNISH COMPANIES ACT.

HELSINKI, 15TH MARCH, 2005

PRICEWATERHOUSECOOPERS OY
AUTHORISED PUBLIC ACCOUNTANTS

HENRIK SORMUNEN
AUTHORISED PUBLIC ACCOUNTANT

APPENDIX 2

THE PROPOSAL OF THE BOARD OF DIRECTORS FOR THE CHANGES TO BE MADE
IN THE COMPANY’S OPTION PROGRAMMES AS A RESULT OF THE DIVIDEND
DISTRIBUTION

THE BOARD OF DIRECTORS PROPOSES THAT THE GENERAL MEETING SHALL
DECIDE TO CHANGE AND REDUCE THE SUBSCRIPTION PRICES OF THE SHARES
TO BE SUBSCRIBED FOR BY VIRTUE OF OPTION RIGHTS THAT SSH
COMMUNICATIONS SECURITY CORP (“SSH") HAS ISSUED AT VARIOUS TIMES,
WITH 0.29 EUROS PER EACH SHARE ON THE DATE OF THE PAYMENT OF THE
DISTRIBUTION OF THE DIVIDEND, PROVIDED THAT THE GENERAL MEETING
DECIDES TO DISTRIBUTE THE DIVIDEND ACCORDING TO THE PROPOSAL OF
THE BOARD OF DIRECTORS.

The subscription price of a share subscribed for by virtue of
option rights shall, however, always be at least the par value of
a share.

On the day of the Board of Directors’ proposal the issued option
rights of the company are as follows:

Option programme           Number of options Subscription price
                           of a share (EUR)
I/1999                     161,250           0.20
I/2000                     169,025           6.50
Programme 10.7.2000         32,000           6.50
II/2000                      9,250          15.00
I/2002                     679,052           3.50
II/2002                     17,625           2.00
III/2002                    42,999           1.90
I/2003                     590,442           0.87
II/2003                     32,000           0.87

Consequently, there are 1,733,643 issued, unused option rights in
total.

The subscription periods for the various option programmes start
on different dates, and besides, within the option programmes
certain option rights (marked with different letter symbols) have
progressive subscription starting dates.

As for unexercised option rights by the date of the payment for
the distribution of dividend (May 9, 2005), the Board of
Directors proposes that the conditions of the option rights shall
be amended so that the subscription price of a share shall be
decreased with 0.29 euros per share to be subscribed for.

The reduction of the subscription price for shares to be
subscribed for by option rights is due to a corresponding
dividend per share.

The amendments will be implemented by amending the conditions of
each option programme to correspond with the new subscription
price.
          
As the shares subscribed for upon exercise of option rights after
31.12.2004 do not entitle to a dividend for the financial period
2004, the Board of Directors will interrupt the subscription
period for shares approximately one month before the date of the
payment of the distribution of the dividend.
          
The Board of Directors proposes that as the General Meeting
decides on the distribution of the dividend, the conditions of
the issued option programmes shall be amended, following the date
of the payment of the distribution of the dividend, as follows:
          
- OPTION PROGRAMME I/1999 (TRADE REGISTER REF P002), CONDITION
PARAGRAPH II/3:

“The subscription price of all new shares with the nominal value
of three (3) cents (0.03 euros) that are subscribed for by virtue
of any warrant, shall be three (3) cents (0.03 euros) per share.
               
The minimum subscription price of shares is the nominal value of
a share. The subscribed shares shall be paid in cash."
               
- OPTION PROGRAMME I/2000 (TRADE REGISTER REF P004), CONDITION
PARAGRAPH II/3:

“The subscription price of all new shares with the nominal value
of three (3) cents (0.03 euros) that are subscribed for by virtue
of any warrant, shall be six euros and twenty-one cents (EUR
6.21) per share.
               
The minimum subscription price of shares is the nominal value of
a share. The subscribed shares shall be paid in cash."
             
- Option programme 10.7.2000 (Trade Register ref P003), condition
paragraph II/3:

“The subscription price of all new shares with the nominal value
of three (3) cents (0.03 euros) that are subscribed for by virtue
of any warrant, shall be six euros and twenty-one cents (EUR
6.21) per share.
               
The minimum subscription price of shares is the nominal value of
a share. The subscribed shares shall be paid in cash."

- OPTION PROGRAMME II/2000 (TRADE REGISTER REF P006), CONDITION
PARAGRAPH II/3:

“The subscription price of all new shares with the nominal value
of three (3) cents (0.03 euros) that are subscribed for by virtue
of any warrant, shall be fourteen euros and seventy-one cents
(EUR 14.71) per share.
                       
The minimum subscription price of shares is the nominal value of
a share. The subscribed shares shall be paid in cash."

- Option programme I/2002 (Trade Register ref P010), condition
paragraph II/3:

“The subscription price of all new shares with the nominal value
of three (3) cents (0.03 euros) that are subscribed by virtue of
any warrant, shall be three euros and twenty-one cents (EUR 3.21)
per share.
               
The minimum subscription price of shares is the nominal value of
a share. The subscribed shares shall be paid in cash."

- OPTION PROGRAMME II/2002 (TRADE REGISTER REF P009), CONDITION
PARAGRAPH II/3:

“The subscription price of all new shares with the nominal value
of three (3) cents (0.03 euros) that are subscribed for by virtue
of any warrant, shall be one euro and seventy-one cents (EUR
1.71) per share.
               
The minimum subscription price of shares is the nominal value of
a share. The subscribed shares shall be paid in cash."
          
- OPTION PROGRAMME III/2002 (TRADE REGISTER REF P011), CONDITION
PARAGRAPH II/3:

“The subscription price of all new shares with the nominal value
of three (3) cents (0.03 euros) that are subscribed for by virtue
of any warrant, shall be one euro and sixty-one cents (EUR 1.61)
per share.
               
The minimum subscription price of shares is the nominal value of
a share. The subscribed shares shall be paid in cash."

- OPTION PROGRAMME I/2003 (TRADE REGISTER REF P012), CONDITION
PARAGRAPH II/3:

“The subscription price of all new shares with the nominal value
of three (3) cents (0.03 euros) that are subscribed for by virtue
of any warrant, shall be fifty-eight cents (EUR 0.58) per share.
               
The minimum subscription price of shares is the nominal value of
a share. The subscribed shares shall be paid in cash."
               
- OPTION PROGRAMME II/2003 (TRADE REGISTER REF P013), CONDITION
PARAGRAPH II/3:

“The subscription price of all new shares with the nominal value
of three (3) cents (0.03 euros) that are subscribed for by virtue
of any warrant, shall be fifty-eight cents (EUR 0.58) per share.
               
The minimum subscription price of shares is the nominal value of
a share. The subscribed shares shall be paid in cash."

Helsinki, March 15, 2005

The Board of Directors


AUDITORS’ STATEMENT

To the annual General Meeting of SSH Communications Security Oyj

As a statement pursuant to the Finnish Companies Act, chapter 4,
section 12 b, paragraph 1 and section 4 a, paragraph 2, we as
Authorised Public Accountants of SSH Communications Security Oyj,
hereby state of the proposal given by the Board of Directors on
15th of March 2005 on the reprising of the strike price of
options granted at various dates, that in our opinion:

the proposal by the Board of Directors on 15th of March 2005 on
the grounds for determining the strike price according to issue
price has been made in accordance with the Finnish Companies Act.

Helsinki, 15th March, 2005

PricewaterhouseCoopers Oy
Authorised Public Accountants


Henrik Sormunen
Authorised Public Accountant


Further information:
Arto Vainio, CEO,          tel. +358 20 500 7000
Johanna Lamminen, CFO,     tel. +358 20 500 7419

© 2005 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.