SSH Communications Security Corporation announces a voluntary tender offer of its outstanding convertible capital securities

SSH Communications Security Corporation (“SSH” or the “Company”) announces that it invites the holders of its outstanding originally EUR 12 million 7.500 per cent convertible capital securities (ISIN: FI4000149976) (the “Convertible Capital Securities”) (the "Holders") to tender the Convertible Capital Securities for cash on the terms and conditions set out in the Tender Offer Memorandum dated 16 March 2026 (the "Tender Offer Memorandum") (the “Tender Offer”).

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum. Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer.

Details of the Tender Offer

The Company proposes to purchase Convertible Capital Securities pursuant to the Tender Offer up to an aggregate cash consideration of EUR 6 million, although the Company reserves the right, in its sole discretion, to decide on acceptance of the Convertible Capital Securities for purchase, including not to accept any Convertible Capital Securities for purchase or to accept a higher amount of Convertible Capital Securities for purchase.

Each Holder participating in the Tender Offer must specify in its tender instruction the purchase price, expressed as an EUR amount per Convertible Capital Security, at which it offers to tender its Convertible Capital Securities for purchase (the “Tender Instruction”). The minimum purchase price for the Convertible Capital Securities is set to EUR 1,200 per Convertible Capital Security (the “Minimum Purchase Price”), with the nominal amount per Convertible Capital Security being EUR 1,000. The Holders may offer their Convertible Capital Securities to be purchased at the Minimum Purchase Price or at a price higher than the Minimum Purchase Price.

If the Company decides to accept Convertible Capital Securities for purchase pursuant to the Tender Offer, each Holder whose Tender Instruction is accepted will receive the purchase price specified in its Tender Instruction, which, for the avoidance of doubt, may be higher or lower than the purchase price paid to other Holders whose Tender Instructions have been accepted. The Company will determine, in its sole discretion, after the expiration of the offer period, the aggregate amount of Convertible Capital Securities, if any, accepted for purchase.

If the aggregate amount of Convertible Capital Securities validly tendered exceeds the aggregate amount that the Company decides to accept for purchase, the Company intends to accept such Convertible Capital Securities for purchase in ascending order of the purchase prices specified in the relevant Tender Instructions, and may apply proration at the cut-off price level in the manner described in the Tender Offer Memorandum.

The Company will not pay any accrued interest in respect of Convertible Capital Securities pursuant to the Tender Offer.

Expected Transaction Timeline

Unless extended, re-opened or terminated as provided in the Tender Offer Memorandum, the Offer Period closes at 4:00 p.m. Finnish time (EET) on 7 April 2026. The results of the Tender Offer, including the amount of Convertible Capital Securities accepted for purchase and the range of purchase prices are expected to be announced on or about 9 April 2026. The settlement date is expected to be on or about 13 April 2026.

Purpose of the Tender Offer

The purpose of the Tender Offer is to manage the Company's balance sheet.

Evli Plc acts as the Dealer Manager and Tender Agent for the Tender Offer. Information in respect of the Tender Offer and the Tender Offer Memorandum may be obtained from the Dealer Manager and the Tender Agent.

Dealer Manager and Tender Agent:
Evli Plc
PO Box 1081
FI-00101 Helsinki
Finland
Telephone: +358 9 4766 9573
Email: operations@evli.com

For further information:

Michael Kommonen, CFO, tel. +358 40 183 5836
Markku Karppi, General Counsel, tel. +358 50 586 0552

SSH COMMUNICATIONS SECURITY CORPORATION

Distribution:
Nasdaq Helsinki Ltd
Principal media

Further information

Neither this release nor the Tender Offer Memorandum constitutes a recommendation by SSH, the Dealer Manager, the Tender Agent, or any of their respective directors, officers, employees, agents or affiliates regarding the Tender Offer or a recommendation as to whether the Holders should tender any Convertible Capital Securities in the Tender Offer. The Holders should consult their own tax, accounting, financial and legal advisers and make an independent decision as to whether to tender any Convertible Capital Securities held by them for purchase pursuant to the Tender Offer.

Distribution restrictions

The distribution of this release and the invitation to tender the outstanding Convertible Capital Securities is prohibited by law in certain countries. The Tender Offer is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release, the Tender Offer Memorandum and any other information and materials relating to the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release, the Tender Offer Memorandum and any other such information and materials may come are required to inform themselves about and comply with such restrictions. This release, the Tender Offer Memorandum and any other such information or materials may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa. The information contained in this release shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell the Convertible Capital Securities to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of SSH, the Dealer Manager or the Tender Agent or any of their respective affiliates and representatives assume any legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting the Convertible Capital Securities are aware of these restrictions or not.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) (each, a “U.S. Person”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Convertible Capital Securities may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of the Convertible Capital Securities in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Convertible Capital Securities made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Holder participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person.

For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been, and will not be, approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. This release, the Tender Offer Memorandum and any such other offer material relating to the Tender Offer may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may lawfully be communicated (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release, the Tender Offer Memorandum or any of its contents.

General

This release or the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell any Convertible Capital Securities (and tenders of the Convertible Capital Securities in the Tender Offer will not be accepted from any Holders thereof) in any circumstances in which such offer or solicitation would be considered unlawful. In those jurisdictions where the securities, investor protection or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or any of the Dealer Manager's affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of SSH in such jurisdiction.

In addition to the representations referred to above in respect of the United States, each Holder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of the Convertible Capital Securities for purchase pursuant to the Tender Offer from any Holder that is unable to make these representations will not be accepted. Each of SSH, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of the Convertible Capital Securities for purchase pursuant to the Tender Offer, whether any such representation given by any Holder thereof is correct and, if such investigation is undertaken and as a result SSH determines (for any reason) that such representation is not correct, such tender shall not be accepted.