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Bittium Oyj AGM Information 2026

Mar 31, 2026

3258_rns_2026-03-31_1305ab6b-c9db-43cb-a777-6b53991c8065.html

AGM Information

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Notice to the Annual General Meeting of Bittium Corporation

Notice to the Annual General Meeting of Bittium Corporation

Bittium Corporation
Notice to general meeting

Notice to the Annual General Meeting of Bittium Corporation

Bittium Corporation stock exchange release on March 31, 2026 at 8:30 am (CEST+1)

Notice is given to the shareholders of Bittium Corporation to the Annual General
Meeting to be held on Wednesday, 22 April 2026, at 1:00 pm (CEST+1) at Valla
Conference Center, at the address Itämerentori 2, 00180 Helsinki. Valla is
accessed via the entrance on the side of Itämerenkatu, opposite the Ruoholahti
metro station. The reception of persons who have registered for the meeting and
the distribution of voting tickets will commence at 12:30 pm (CEST+1).

Shareholders may also exercise their right to vote by voting in advance.
Instructions for advance voting are presented in Section C of this notice to the
Annual General Meeting.

Shareholders entitled to attend the General Meeting may follow the meeting via a
remote connection. Following the meeting via remote connection requires
registration for the Annual General Meeting in accordance with the instructions
in Section C of this notice. It is not possible to ask questions, make
proposals, speak, or vote through the remote connection, and following the
meeting via the remote connection is not considered participation in the General
Meeting or the exercise of shareholder rights.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The following matters will be considered at the Annual General Meeting:

  1. Opening of the meeting

  2. Calling the meeting to order

  3. Election of persons to scrutinize the minutes and to supervise the counting
    of votes

  4. Recording the legality of the meeting

  5. Recording the attendance at the meeting and adoption of the list of votes

  6. Presentation of the financial statements, the consolidated financial
    statements, the report of the Board of Directors, including the corporate
    sustainability report, the auditor's report and the assurance report on the
    sustainability report for the year 2025

Review by the CEO.

The financial statements, the consolidated financial statements, the report of
the Board of Directors, including the corporate sustainability report, the
auditor's report and the assurance report on the sustainability report will be
available on the company's website https://www.bittium.com/investors/financial
-reports-presentations/reports-2025/ no later than on 31 March 2026.

  1. Adoption of the financial statements and consolidated financial statements

The Board of Directors proposes that the Annual General Meeting adopts the
financial statements and the consolidated financial statements.

  1. Resolution on the use of the profit shown on the balance sheet and the
    distribution of dividend

The parent company's distributable funds on 31 December 2025 were EUR
113,366,682, of which the profit for the financial year is EUR 1,629. The Board
of Directors proposes to the Annual General Meeting that a dividend of EUR 0.15
per share be paid based on the balance sheet to be adopted for the financial
year ended 31 December 2025. The dividend will be paid to a shareholder who, on
the record date for the dividend payment, 24 April 2026, is registered in the
shareholders' register maintained by Euroclear Finland Ltd. The Board of
Directors proposes that the dividend payment date be 4 May 2026.

Furthermore, the Board of Directors proposes that the Annual General Meeting
authorize the Board of Directors to decide, at its discretion, on the payment of
an extraordinary dividend of EUR 0.15 per share, by 30 September 2026. The Board
of Directors expects that this discretionary extraordinary dividend will be
paid, unless there is a significant change in the business environment during
the year 2026. The company will publish any possible decisions on dividend
payment by the Board of Directors separately and simultaneously confirm the
dividend record and payment dates.

  1. Resolution on the discharge of the members of the Board of Directors and the
    CEO from liability for the financial year 1 January 2025 - 31 December 2025

  2. Consideration of the remuneration report for governing bodies

The remuneration report for governing bodies will be available no later than on
31 March 2026 on the company's website
https://www.bittium.com/investors/corporate-governance/remuneration.

The Board of Directors proposes that the Annual General Meeting approves the
Company's remuneration report for governing bodies for the financial year 2025.
The general meeting's resolution on the approval of the remuneration report is
advisory.

  1. Resolution on the remuneration of the members of the Board of Directors

The three largest owner-registered shareholders and the companies controlled by
them, representing in total approximately 14.41 percent of the voting rights of
the company's shares, propose to the Annual General Meeting that the
remunerations be increased and that the following monthly remuneration be paid
to the members of the Board of Directors to be elected for the term ending at
the end of the next Annual General Meeting (current remuneration in
parentheses): EUR 4,400 (EUR 3,150) to the Chairman of the Board of Directors
and EUR 2,500 (EUR 1,800) to the other members of the Board of Directors. In
addition, the members of the Board of Directors are entitled to a fee for
attending Board meetings as follows: Chairman of the Board EUR 1,000 (EUR 875)
per meeting and other members of the Board of Directors EUR 600 (EUR 500) per
meeting. In addition, the members of the Board of Directors are entitled to a
fee for attending the meetings of the Board committees as follows: the Chairman
of the Committee EUR 750 (EUR 600) per meeting and the other members of the
Committee EUR 500 (EUR 400) per meeting.

50% of the total monthly remuneration of the members of the Board of Directors
will be paid in a single instalment through a share issue of the company's
treasury shares, directed to the members of the Board of Directors six business
days after the publication of the company's business review for 1 January - 30
September 2026 and the valuation of which is based on the five trading-day
volume-weighted average price of the Bittium Oyj share on Nasdaq Helsinki
following the publication of the company's business review for 1 January - 30
September 2026.

The above-mentioned shareholders and the companies controlled by them further
propose that the travel expenses of the members of the Board of Directors be
compensated in accordance with the company's travel policy.

  1. Resolution on the number of members of the Board of Directors

The three largest owner-registered shareholders and the companies controlled by
them, who in total represent approximately 14.41 per cent of the voting rights
of the company's shares, propose to the Annual General Meeting that the number
of members of the Board of Directors be confirmed as six (6).

  1. Election of the members of the Board of Directors

The three largest owner-registered shareholders and the companies controlled by
them, who in total represent approximately 14.41 per cent of the voting rights
of the company's shares, propose to the Annual General Meeting that for a term
of office ending at the end of the next Annual General Meeting following the
election, Erkki Veikkolainen, Riitta Tiuraniemi, Veli-Pekka Paloranta, Pekka
Kemppainen, Jukka Harju and Raimo Jyväsjärvi be re-elected as members of the
Board of Directors. The shareholders take a position on the composition of the
Board of Directors as a whole.

All candidates for the Board of Directors are independent of the company's
significant shareholders. With the exception of Raimo Jyväsjärvi, all candidates
for the Board of Directors are independent of the company.

The candidates for the Board of Directors and the assessment of their
independence are presented on the company's website
https://www.bittium.com/investors/corporate-governance/board-of-directors/.

  1. Resolution on the remuneration of the Auditor

Based on the recommendation of the Audit Committee of the Board of Directors,
the Board of Directors proposes that the remuneration of the auditor to be
elected be paid according to the auditor's reasonable invoice.

  1. Election of the Auditor

Based on the recommendation of the Audit Committee of the Board of Directors,
the Board of Directors proposes that audit firm PricewaterhouseCoopers Oy be
elected as the auditor for the term of office ending at the end of the Annual
General Meeting following the election. PricewaterhouseCoopers Oy has announced
that APA Sami Posti would continue as the principal auditor.

  1. Resolution on the remuneration of the sustainability reporting assurance
    provider

Based on the recommendation of the Audit Committee of the Board of Directors,
the Board of Directors proposes to the Annual General Meeting that the
remuneration of the sustainability reporting assurance provider be paid
according to the assurance firm's invoice approved by the company, provided that
the sustainability report is prepared.

  1. Election of the sustainability reporting assurance provider

Based on the recommendation of the Audit Committee of the Board of Directors,
the Board of Directors proposes to the Annual General Meeting that the audit
firm PricewaterhouseCoopers Oy be elected for the assurance of the corporate
sustainability reporting for a term ending at the end of the next Annual General
Meeting. PricewaterhouseCoopers Oy has announced that APA Tiina Puukkoniemi
would continue as the principal assurer.

In connection with the proposed national legislative amendment relating to the
directive amending the European Union's sustainability reporting obligations,
the sustainability reporting obligations in force on the date of this notice to
the Annual General Meeting may no longer apply to the Company for the financial
year 2026. Therefore, the Board of Directors proposes that the election of the
sustainability reporting assurer be made conditional so that the election shall
only become effective if the Company is, pursuant to the applicable legislation
at the end of the financial year 2026, obligated to prepare a sustainability
report for the financial year 2026 and to obtain assurance thereof.

  1. Authorizing the Board of Directors to decide on the repurchase of the
    Company's own shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the repurchase of the company's own shares
as follows.

The number of own shares to be repurchased shall not exceed 3,500,000 shares,
which corresponds to approximately 9.80 per cent of all the shares in the
company. Based on the authorization, the company's own shares may only be
repurchased with unrestricted equity.

The company's own shares may be repurchased at a price formed in public trading
on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides on how the shares will be repurchased. Among
other things, derivatives may be used in the acquisition. Own shares may be
repurchased otherwise than in proportion to the shareholdings of the
shareholders (directed repurchase).

The authorization revokes the authorization given by the Annual General Meeting
on 7 May 2025 to decide on the repurchase of the company's own shares. The
authorization is valid until 30 June 2027.

  1. Authorizing the Board of Directors to decide on the issuance of shares and
    special rights entitling to shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the issuance of shares and the issuance of
special rights entitling to shares referred to in Chapter 10, section 1 of the
Finnish Limited Liability Companies Act as follows.

The number of shares to be issued based on the authorization shall not exceed
3,500,000 shares in total, which corresponds to approximately 9.80 per cent of
all the shares in the company.

The Board of Directors decides on all the terms and conditions of the issuance
of shares and special rights entitling to shares. The authorization concerns
both the issuance of new shares and the treasury shares held by the company. The
issuance of shares and special rights entitling to shares may deviate from the
shareholders' pre-emptive subscription rights (directed issue).

The authorization revokes the authorization given by the Annual General Meeting
on 7 May 2025 to decide on the issuance of shares and the issuance of special
rights entitling to shares referred to in Chapter 10, section 1 of the Finnish
Limited Liability Companies Act. The authorization is valid until 30 June 2027.

  1. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The above-mentioned resolution proposals for the matters on the agenda of the
Annual General Meeting as well as this notice are available on Bittium
Corporation's website at www.bittium.com/agm. Bittium Corporation's Annual
Report, which includes the Company's Financial Statements, the Consolidated
Financial Statements, the Report of the Board of Directors (including the
corporate Sustainability Statement), the Remuneration Report, the Auditor's
Report, the Assurance Report on the Sustainability Statement and the Corporate
Governance Statement, are available on the above-mentioned website on 31 March
2026. The resolution proposals and the other above-mentioned documents will also
be available at the Annual General Meeting. The minutes of the Annual General
Meeting will be available on the above-mentioned website no later than on 6 May
2026.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

  1. Shareholders registered in the shareholders' register

A shareholder who is registered in the shareholders' register of the company
maintained by Euroclear Finland Ltd on the record date of the Annual General
Meeting, 10 April 2026, has the right to participate in the Annual General
Meeting. A shareholder, whose shares are registered on their personal Finnish
book-entry account (including an equity savings account), is registered in the
shareholders' register of the company.

Registration for the Annual General Meeting will begin on 1 April 2026 at 10:00
am (CEST+1). A shareholder registered in the shareholders' register of the
company who wishes to participate in the Annual General Meeting must register no
later than by 15 April 2026 at 4:00 pm (CEST+1), by which time the registration
must have been received.

Registration for the Annual General Meeting can be made:

a) via the company's website at www.bittium.com/agm;

For shareholders, their legal representatives or proxies the electronic
registration requires strong electronic authentication. When a shareholder,
their legal representative or proxy logs in to the service through the company's
website, he or she is directed to an electronic authentication page. Electronic
authentication works with a Finnish, Swedish or Danish bank ID or mobile
certificate.

b) by phone to Innovatics Oy at: +358 10 2818 909 on weekdays between 9:00 am
(CEST+1) and 12 noon (CEST+1) or between 1 pm (CEST+1) and 4:00 pm (CEST+1).
Advance voting is not possible when registering by phone.

c) by mail to Innovatics Oy at Innovatics Oy, General Meeting / Bittium
Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail at
[email protected]. Shareholders registering by mail or email must submit the
registration form and possible advance voting form available on the company's
website at www.bittium.com/agm or equivalent information.

In connection with the registration, a shareholder shall provide their name,
date of birth or business ID, telephone number and e-mail address, as well as
the name and date of birth of a possible assistant, legal representative or
proxy representative and the legal representative's or proxy representative's
phone number and/or e-mail address. The personal data given by shareholders to
Bittium Corporation or Innovatics Oy is used only in connection with the Annual
General Meeting and for processing of related necessary registrations.

A shareholder, their legal representative or proxy representative must be able
to prove their identity and/or right of representation at the meeting venue.

  1. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual
General Meeting by virtue of such shares based on which he or she would be
entitled to be registered in the shareholders' register maintained by Euroclear
Finland Ltd on the record date of the General Meeting i.e. 10 April 2026. The
right to participate requires, in addition, that the shareholder has been
temporarily registered in the shareholders' register maintained by Euroclear
Finland Ltd based on these shares no later than on 17 April 2026 by 10:00 am
(CEST+1). As regards to nominee-registered shares, this constitutes due
registration for the Annual General Meeting. Changes in shareholding after the
record date of the General Meeting do not affect the right to participate in the
General Meeting or the number of voting rights held in the meeting.

Holders of nominee-registered shares are advised to request well in advance the
necessary instructions from their custodian bank regarding temporary
registration in the shareholders' register, the issuing of proxy documents and
voting instructions, as well as registration and advance voting. The account
manager of the custodian bank must temporarily register the holder of nominee
-registered shares who wishes to attend the Annual General Meeting in the
shareholders' register of the company by the above date and time at the latest
and, if necessary, arrange for advance voting on behalf of the holder of nominee
-registered shares before the end of the registration period for holders of
nominee-registered shares.

Further information on the Annual General Meeting and participation in it is
available on the company's website at www.bittium.com/agm.

  1. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their
rights at the meeting by way of proxy representation. A proxy representative of
a shareholder may also vote in advance in accordance with the instructions given
in this notice. The proxy representative must personally authenticate to the
electronic registration service using strong authentication, after which they
may complete the registration and if necessary, vote in advance on behalf of the
shareholder who they represent. A proxy representative shall produce a dated
proxy document or otherwise in a reliable manner demonstrate their right to
represent the shareholder at the General Meeting. Model proxy documents are
available on the company's website at www.bittium.com/agm. If a shareholder
participates in the Annual General Meeting by means of several proxy
representatives representing the shareholder with shares at different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration for the
Annual General Meeting.

Please submit any proxy documents preferably as an attachment with the
electronic registration or alternatively by mail to Innovatics Oy, General
Meeting / Bittium Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland, or by e-mail to [email protected] before the end of the registration
period. Proxy documents shall be presented at the General Meeting upon request.
In addition to submitting the proxy documents, the shareholder or their proxy
representative must register for the General Meeting as described above in this
notice.

Shareholders can also use the electronic Suomi.fi authorization service to
authorize their representative. In this case, the shareholder authorizes the
proxy representative it has appointed in the Suomi.fi service at www.suomi.fi/e
-authorizations using the authorization item “Representation at the General
Meeting”. The proxy representative must identify themself with strong electronic
authentication when registering in the General Meeting service, and after that
the electronic authorization is automatically verified. Strong electronic
identification works with Finnish, Swedish or Danish online banking credentials
or mobile certificates. More information is available at www.suomi.fi/e
-authorizations.

  1. Advance voting

Shareholders who have a Finnish book-entry account (including an equity savings
account) may vote in advance between 1 April 2026, 10:00 am (CEST+1) and 15
April 2026 4:00 pm (CEST+1) on certain items on the agenda of the Annual General
Meeting.

a) via the company's website at www.bittium.com/agm. Login to the service is
done in the same way as for registration in section C.1 of this notice.

b) by mail or email by submitting the advance voting form available on the
company's website or equivalent information to Innovatics Oy at the address
Innovatics Oy, General Meeting / Bittium Corporation, Ratamestarinkatu 13 A,
00520 Helsinki, Finland, or by email at [email protected]. The advance voting
form will be available on the company's website no later than at 10:00 am
(CEST+1) on 1 April 2026.

When submitting the advance voting form, the statutory representative or
authorized proxy representative of a shareholder must produce a dated proxy
document or otherwise in a reliable manner demonstrate their right to represent
the shareholder at the General Meeting.

Advance votes must be received by the time the advance voting ends. The
submission of votes by mail or e-mail so that they are received before the end
of the registration and advance voting period will be considered as registration
for the General Meeting, provided that the submission contains the above
information required for registration.

A shareholder who has voted in advance cannot exercise the right to ask
questions or demand a vote under the Finnish Limited Liability Companies Act
unless they attend the General Meeting in person or by proxy.

With respect to nominee-registered shareholders, advance voting is carried out
by the account manager. The account manager may vote in advance on behalf of the
holders of nominee-registered shares which they represent in accordance with the
voting instructions given by such shareholders during the registration period
set for the nominee-registered shareholders.

Proposals for resolution that are subject to advance voting are deemed to have
been presented at the General Meeting without any changes.

Instructions on electronic advance voting are also available on the company's
website at www.bittium.com/agm from 10:00 am (CEST+1) on 1 April 2026 at the
latest.

  1. Other instructions/ information

The language of the Annual General Meeting is Finnish.

Shareholders entitled to attend the General Meeting may follow the meeting via
the remote connection. Following the meeting via the remote connection requires
registration for the Annual General Meeting in accordance with the instructions
in section C of this notice.

The remote connection to the Annual General Meeting will be implemented through
Inderes Plc's virtual general meeting service on the Videosync platform, which
provides video and audio access to the meeting. Using the remote connection does
not require any paid software or downloads. Using the remote connection
requires, in addition to an internet connection, a computer, smartphone or
tablet equipped with speakers or headphones for audio. It is recommended to use
one of the following browsers for the remote connection: Chrome, Firefox, Edge,
Safari or Opera.

A link and password for the remote connection will be sent by e-mail and/or text
message to the e-mail address and/or mobile phone number provided at
registration to all registered participants no later than the day before the
Annual General Meeting. Logging into the meeting system well before the
scheduled start time is recommended.

Detailed information about the meeting service, the service provider's contact
details, and guidance for potential technical issues can be found at
https://vagm.fi/support and a link to test the compatibility of your computer,
smartphone or tablet and internet connection is available at
https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended
to review the detailed participation instructions before the start of the Annual
General Meeting.

It is not possible to ask questions, make proposals, speak, or vote via the
remote connection and following the meeting via the remote connection is not
considered participation in the General Meeting or the exercise of shareholder
rights. Only those shareholders who have voted in advance or who attend the
meeting in person or by proxy at the meeting venue are considered to be
participating in the General Meeting.

Shareholders present at the General Meeting have the right to ask questions
about the matters discussed at the meeting in accordance with Chapter 5, Section
25 of the Finnish Limited Liability Companies Act.

Changes in shareholdings after the record date of the Annual General Meeting do
not affect the right to participate in the Annual General Meeting or the number
of votes of the shareholder at the General Meeting.

On the date of this notice, Bittium Corporation has a total of 35,702,264 shares
and votes. On the date of this notice, the company holds 186,248 treasury shares
that do not entitle to participation in the General Meeting.

The information concerning the Annual General Meeting required under the Finnish
Limited Liability Companies Act and the Securities Markets Act is available on
the company's website at www.bittium.com/agm.

Coffee will be served in connection with the meeting, during which there will
also be an opportunity to familiarize with the company's products.

Oulu, Finland, 31.3.2026

Bittium Corporation
The Board of Directors

Further information:

Kari Jokela
CLO
Tel. +358 40 707 6504

Distribution:

Nasdaq Helsinki Oy
Main media

Bittium

Bittium specializes in the development of reliable, secure communications and
connectivity solutions leveraging its 40-year legacy of expertise in advanced
radio communication technologies. Bittium provides innovative products and
services, customized solutions based on its product platforms and R&D services.
Complementing its communications and connectivity solutions, Bittium offers
proven information security solutions for mobile devices and portable computers.
Bittium also provides healthcare technology products and services for biosignal
measuring in the areas of cardiology and neurophysiology. Net sales in 2025 were
EUR 119.3 million and operating profit was EUR 19.4 million. Bittium is listed
on Nasdaq Helsinki. www.bittium.com

Attachments: