Press release

Helsinki, Finland, 1 July, 2025. SSH Communications Security Oyj (“SSH”), a leading defensive cybersecurity company for humans, systems, and networks, announces its intention to enter into a strategic partnership with Leonardo S.p.A. (“Leonardo”), a global key player in aerospace, defence, and security.

The partnership is supported by a financial investment agreement (the “Investment Agreement”) pursuant to which SSH would issue in aggregate 13,333,333 new shares by way of a directed share issue with the subscription price of EUR 1.50 per share to Leonardo (the “Leonardo Share Issue”), thereby raising approximately EUR 20,000,000.
 
Leonardo Share Issue

The subscription price of the Leonardo Share Issue would be EUR 1.50 per share, representing a 49.6% premium over the five-day volume-weighted average share price of SSH as of June 30, 2025 at Nasdaq Helsinki.

The Leonardo Share Issue would consist of an aggregate of 13,333,333 new shares in the company, issued to Leonardo. Upon completion of the Leonardo Share Issue, the total number of shares in SSH would amount to 54,301,364, resulting in an ownership stake of 24.55% for Leonardo. Following completion of the Leonardo Share Issue, Leonardo will become the largest shareholder of SSH.

The current largest owner, Accendo Capital, with currently 27.66% of the shares, will become the second largest owner with 20.87% after the completion of the Leonardo Share Issue.
 
Pursuant to the terms of the Investment Agreement, the key conditions for completion of the Leonardo Share Issue are:

• the extraordinary general meeting of SSH having authorised the Board of Directors to decide on issuing of shares for the purposes of the Leonardo Share Issue;
• the extraordinary general meeting of SSH having approved an amendment of SSH’s articles of association to the effect that:
  • the number of members of the Board of Directors is between five and nine,
  • five members of the Board of Directors are elected by the general meeting of the company, and up to four members may be appointed to the Board of Directors so that each shareholder holding more than 20 percent of SSH’s outstanding shares is entitled to appoint one member to the Board of Directors;
• Leonardo, pursuant to the Finnish Act on the Monitoring of Foreign Corporate Acquisitions (172/2012, as amended), obtaining a confirmation (on terms satisfactory to Leonardo) or a decision to not consider the application or notification from the Ministry of Economic Affairs and Employment of Finland, or a confirmation (on terms satisfactory to Leonardo) of the government’s plenary session in relation to the transactions contemplated by the Leonardo Share Issue; and
• other customary conditions precedent to this kind of an investment. 

The Leonardo Share Issue is not conditional on any external financing being obtained.

Simultaneously with the Investment Agreement, Leonardo has entered into a ROFO and ROFR agreement with the current largest shareholders in SSH, Accendo Capital and Mr. Tatu Ylönen (the “ROFO and ROFR Agreement”).

Pursuant to the ROFO and ROFR Agreement, Leonardo has a right of first offer in case Accendo Capital and/or Mr. Tatu Ylönen contemplates selling any shares in SSH. In addition, pursuant to the ROFO and ROFR Agreement, Leonardo has also a right of first refusal in case Accendo Capital and/or Mr. Tatu Ylönen receives an offer from any third-party to buy any shares in SSH.

Leonardo’s right of first refusal is not applicable in case of a public tender offer to acquire shares in SSH. The completion of the Leonardo Share Issue is a condition for the entry into force of the ROFO and ROFR Agreement.

Statement from SSH’s Board of Directors concerning the Leonardo Share Issue

The board of directors of SSH (the “Board of Directors”) has made an overall assessment and carefully considered the possibility to raise capital through a rights issue with preferential rights for SSH’s existing shareholders.

The Board of Directors considers that the reasons for deviating from the shareholders preferential rights are (i) that the contemplated Strategic Partnership Agreement (as defined below) between SSH and Leonardo would offer SSH attractive business opportunities which might not otherwise be available to SSH, and the Strategic Partnership Agreement is conditional on the Leonardo Share Issue being consummated, (ii) a rights issue would take a significantly longer time to complete and entail a higher risk for an adverse effect on the share price and (iii) the subscription price of the Leonardo Share Issue represents a 49.6% premium over the five-day volume-weighted average share price of SSH and a 44.6% premium over the twenty-day volume-weighted average share price of SSH as of June 30, 2025 at Nasdaq Helsinki.

Considering the above, the Board of Directors has made the assessment that a directed share issue with deviation from the shareholders’ preferential rights is the most favourable alternative for SSH to finance its operations, create value for SSH and is in the best interests of SSH’s shareholders.

The Board of Directors thus considers that the reasons outweigh the main rule that new share issues are to be carried out with preferential rights for the shareholders.

Strategic Partnership

The planned strategic partnership between SSH and Leonardo would be established through a separate agreement between the parties (the “Strategic Partnership Agreement”). Under the Strategic Partnership Agreement, SSH becomes the key partner for Leonardo’s Zero Trust Privileged Access Management and Quantum-Safe network encryption.

The Strategic Partnership Agreement would grant Leonardo exclusive worldwide (excluding the Nordic countries) rights to offer capabilities for defence and governments -including NATO, European Union institutions, bodies and agencies, police & intelligence agencies and critical infrastructures, where SSH’s modern, innovative PrivX and NQX solutions would be embedded in Leonardo’s offering for comprehensive Zero Trust Project and Security Services.

“This is great development and a major milestone for SSH. Through the strategic partnership with Leonardo and the related share issue, SSH is getting a solid industrial major shareholder whose own key market area is increasingly requiring more cyber security solutions.

The partnership makes it possible for SSH to address and penetrate the fast-growing cyber security market within the defence sector in a totally different way compared to before. We have been focusing as the main owner on finding a way for SSH to drive for new meaningful growth from growing market areas, of which the defence sector is one of the most interesting at the moment. We are extremely happy to have Leonardo as strategic partner for SSH, and we see potential through this partnership for both companies” says Henri Österlund, the Chairman of the Board of Directors for SSH, and simultaneously the Founding Partner for Accendo Capital.

“We are excited to enter this strategic partnership for the fast-growing cyber security market. SSH’s PrivX and NQX have already proven their value as innovative and advanced and modern Zero Trust Privileged Access Management and future-proof Quantum Safe Network Security solutions.

By integrating the offering with Leonardo’s strong presence in the Defence, Aerospace & Space and Critical Infrastructures markets we expect to realise significant synergies and generate new business opportunities. SSH has been at the forefront of encryption and is a leader in the transition to Quantum Safe PQC encryption across its solutions,” says SSH CEO Rami Raulas.

“Cybersecurity represents one of the strategic development areas of our industrial plan. With this acquisition, Leonardo increases its portfolio in an international perspective, positioning itself as a reference point to lead the Zero Trust revolution in Europe. The agreement combines SSH's technological expertise with Leonardo's technologies and solutions, advanced assets and services, and domain-specific knowledge. In an environment where threats evolve rapidly and regulations become more stringent, organisations increasingly need advanced future-proof solutions,” states Roberto Cingolani, Chief Executive Officer and General Manager of Leonardo.

SSH is pursuing significant commercial opportunities in close collaboration with Leonardo. These initiatives are specifically aimed at enhancing the protection of critical infrastructures, a field of paramount importance.

The Strategic Partnership Agreement has been signed, but the completion of the Leonardo Share Issue is a condition for the entry into force of the Strategic Partnership Agreement.

For further information:

Henri Österlund, Chairman of the Board, tel. +358 40 528 5824

Rami Raulas, CEO, tel. +358 50 331 1741, email rami.raulas@ssh.com

Michael Kommonen, CFO, tel. +358 40 183 5836, email michael.kommonen@ssh.com

About SSH

SSH is a leading defensive cybersecurity company that secures communications and access for and between humans, systems, and networks.

Our customers include a diverse range of enterprises, from multiple Fortune 500 companies to SMBs across various sectors such as Finance, Retail, Industrial, Critical Infrastructure, Healthcare, and Government.

We help our customers secure their business in the hybrid cloud and distributed IT and OT infrastructures. Our biometric, passwordless, and keyless PrivX Zero Trust solutions reduce costs and complexity while quantum-safe encryption keeps critical connections future-proof.

Our teams and partners in North America, Europe, and Asia ensure customer success. The company’s shares (SSH1V) are listed on Nasdaq Helsinki. www.ssh.com. 

About Leonardo

Leonardo is an international industrial group, among the main global companies in Aerospace, Defence, and Security (AD&S). With 53,000 employees worldwide, the company approaches global security through the Helicopters, Electronics, Aircraft, Cyber & Security and Space sectors, and is a partner on the most important international programmes, within these sectors, such as Eurofighter, NH-90, FREMM, GCAP, and Eurodrone. Leonardo has significant production capabilities in Italy, the UK, Poland, and the USA.

Leonardo utilises its subsidiaries, joint ventures, and shareholdings, which include Leonardo DRS (72.3%), MBDA (25%), ATR (50% ), Hensoldt (22.8%), Telespazio (67%), Thales Alenia Space (33%), and Avio (29.6%). Listed on the Milan Stock Exchange (LDO), in 2023 Leonardo recorded new orders for €17.9 billion, with an order book of €39.5 billion and consolidated revenues of €15.3 billion. included in the MIB ESG index, the company has also been part of the Dow Jones Sustainability Indices (DJSI) since 2010

Important information

This announcement is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), United States, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or any other jurisdiction in which publication, release or distribution would be unlawful.

This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of SSH in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or any other state or jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction.

The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Leonardo Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).

In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of shares under the Leonardo Share Issue is being made in the United States, Finland or elsewhere.

This announcement has been issued by, and is the sole responsibility of, SSH.

The distribution of this announcement and the offering of the securities referred to herein in certain jurisdictions may be restricted by law. No action has been taken by SSH or any of its respective affiliates that would, or which is intended to, permit an offering of the securities in any jurisdiction or result in the possession or distribution of this announcement or any other offering or publicity material relating to the securities in any jurisdiction where action for that purpose is required.

Persons into whose possession this announcement comes are required by SSH to inform themselves about, and to observe, such restrictions.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in SSH. Any investment decision to buy shares in SSH must be made solely on the basis of publicly available information.

This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor’s option with respect to the Leonardo Share Issue or SSH. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of SSH's current expectations and projections about future events. These statements, which sometimes use words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

The information contained in this announcement is subject to change without notice and, except as required by applicable law or the Nasdaq Main Market Rulebook for Issuers of shares, SSH does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of SSH for the current or future financial years will necessarily match or exceed the historical or published earnings of SSH.

As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.